To
the Members of
Inter State Oil Carrier Limited ("the Company"),
Your Board of Directors ("the Board") have pleasure in
presenting Board's Report as a part of the 41st Annual Report of the Company
along with the Audited Financial Statement of the Company and the Auditor's Report thereon
for the financial year ended 31st March, 2025.
FINANCIAL HIGHLIGHTS
Summary of Financial Results for the financial year 2024-25 as compared
to previous financial year is as follows:
| Particulars |
Financial Year 2024-25 (FY 2024-25) |
Financial Year 2023-24 (FY 2023-24) |
| Revenue from Operations (Turnover) |
8,814.82 |
8,473.59 |
| Other Income |
41.42 |
51.12 |
| Total Income |
8,856.24 |
8,524.71 |
| Profit before Depreciation, Interest and Tax (PBDIT) |
763.02 |
745.41 |
| Depreciation and Amortisation |
433.34 |
407.30 |
| Finance Cost |
173.78 |
172.52 |
| Profit before Tax |
155.90 |
165.59 |
| Less: Provision for Taxation: - |
|
|
| Current year Tax |
24.62 |
30.94 |
| Deferred Tax & Earlier Year Tax |
16.86 |
48.41 |
| Profit for the year after Tax |
114.42 |
86.24 |
| Other Comprehensive Income/(Loss) for the year, Net of Tax |
(0.39) |
(0.10) |
| Total Comprehensive Income for the year |
114.03 |
86.14 |
| KEY FINANCIAL INDICATORS |
|
|
| Share Capital |
499.23 |
499.23 |
| Reserves and Surplus |
1,431.91 |
1,317.88 |
| Net Worth |
1,931.14 |
1,817.11 |
| Fixed Assets |
2,880.50 |
2,074.80 |
| Book Value Per Share (^) |
38.68 |
36.40 |
Note: The above figures are extracted from the audited financial
statements of the Company as per the Indian Accounting Standards (Ind AS).
DIVIDEND
With a view to conserve resources for future operations and growth the
Board has not recommended any dividend for FY 2024-25.
TRANSFER TO RESERVES
The closing balance of the retained earnings of the Company for FY
2024-25, after all appropriation and adjustments was ^1,431.91 lakhs. During the year
under review, the Company has not transferred any amount to General Reserves.
For further details regarding transfer to other reserves, please refer
to Note No. 14 of the Financial Statements for the year, which are self-explanatory.
FINANCIAL PERFORMANCE REVIEW
During the financial year ended 31st March 2025, the Company
achieved a revenue of ^8,814.82 Lakhs, representing a 4.03% growth over the previous
year's revenue of ^8,473.59 Lakhs in FY 2023-24. The Profit After Tax (PAT) for the
current financial year stood at ^114.03 Lakhs, an increase of 32.38% compared to ^86.14
Lakhs in the preceding financial year, reflecting the Company's continued focus on
improving operational efficiencies and delivering value to its stakeholders.
FUTURE PROSPECTS
The outlook for the logistics and transportation industry remains
highly promising, driven by sustained growth across key sectors such as e-commerce,
manufacturing, and infrastructure. Rising demand for integrated and technology-driven
logistics solutions presents significant opportunities for companies that can adapt
quickly and efficiently.
Your Company is strategically positioned to leverage these growth
trends with ongoing investments in infrastructure, a strong focus on automation, and
adoption of data analytics and digital platforms to enhance efficiency and customer
satisfaction. Furthermore, the industry's increasing emphasis on sustainability-through
the deployment of electric vehicles and eco-friendly practi'ces-aligns closely with the
Company's long-term commitment to environmental responsibility.
As we look to the future, we remain focused on scaling operations,
driving innovation, and providing customercentric solutions that cater to evolving
business needs. With these strategic initiatives in place, your directors are confident
that the Company will achieve sustained growth and continue to create long-term value for
all stakeholders.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the year under review, there has been no change in the nature of
the business of your Company.
CAPITAL STRUCTURE & CHANGES IN SHARE CAPITAL
The Authorised Share Capital of the Company is ^5,30,00,000 comprising
53,00,000 Equity Shares of ^10/- each as on 31st March, 2025. The paid-up share
capital of the Company stands at ^4,99,23,000 comprising of 49,92,300 Equity Shares of
^10/- each as on 31st March, 2025.
During the year under review, there was no change in the capital of the
Company. Further, the Company has not issued any sweat equity shares or bonus shares or
equity shares with differential rights as to dividend, voting or otherwise.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)
Composition of the Board
The Company's policy is to have an appropriate mix of Executives and
Non-Executi've/Independent Directors to maintain the independence of the Board. As on 31st
March, 2025, the Board of Directors of the Company comprised of 5 (five) Directors, viz. 3
(three) Non-Executi've/Independent Directors including a Woman Director and 2 (two)
Executive Directors. The profile of all the Directors can be accessed on the Company's
website at https://isocl.in/board-of-directors/
None of the Directors of the Company have incurred any disqualification
under Section 164(1) & 164(2) of the Act. Further, all the Directors have confirmed
that they are not debarred from accessing the capital market as well as from holding the
office of Director pursuant to any order of Securities and Exchange Board of India or
Ministry of Corporate Affairs or any other such regulatory authority.
Director liable to Retire by Rotation
In accordance with the provisions of Section 152(6)(d) of the Companies
Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and
Articles of Association of the Company, Mr. Siddhant Jain (DIN: 07154500), Whole-Time
Director of the Company, who retires by rotation and being eligible, offers himself for
re-appointment.
Re-appointment of Managing Director
Mr. Sanjay Jain (DIN: 00167765) was appointed as Managing Director of
the Company by the shareholders in the 38th Annual General Meeting for a period
of three (3) years, commencing from 01st September 2022 and ending on 31st
August 2025. Based on the recommendation of the Nomination and Remuneration
Committee and Audit Committee in their meeting held on 24th May, 2025, the
Board at its meeting held on 24th May, 2025 has recommended the reappointment
of Mr. Sanjay Jain as the Managing Director of the Company for a further period of 3
(Three) years with effect from 01st September, 2025 to 31st August,
2028 , subject to the approval of members at the ensuing Annual General Meeting and on the
terms and conditions and remuneration as mutually agreed between the Company and Mr.
Sanjay Jain.
Appointment
Pursuant to the recommendation of the Nomination and Remuneration
Committee ('NRC') in their meeting held on 10th February, 2025, the Board of
Directors appointed Mrs. Parul Khanna (DIN: 10898720) as an Additional Director in the
category of Non-Executi've/Non-Independent Director of the Company with effect from 1st
April, 2025, in accordance with the Articles of Association and Section 161(1) of the
Companies Act, 2013. She shall hold office up to the date of the forthcoming Annual
General Meeting. A notice under Section 160(1) of the Act, has been received from a Member
signifying his intention to propose her appointment as Director.
Independent Directors
In terms of Section 149 of the Companies Act, 2013, as on 31st
March, 2025, your company had following Independent Directors:
• Mrs. Pooja Sarda*,
• Mr. Nand Kumar Bhatter,
• Mr. Sunil Shah.
*Mrs. Pooja Sarda (DIN: 05344423) has successfully completed her second
term of Five (5) years as an Independent Director w.e.f. the close of business hours on 31st
March, 2025 in accordance with Section 149(10) of the Companies Act, 2013.
Declaration by Independent Directors
During the financial year 2024-25, the Company has received
declarations from all Independent Directors confirming that they meet the criteria of
independence as prescribed under the provisions of Section 149 (6) of the Act read with
the Schedule and Rules issued thereunder as well as Regulation 16 of the Listing
Regulations (including any statutory modificati'on(s) or re-enactment(s) thereof for the
time being in force). There has been no change in the circumstances affecting their status
as Independent Directors of the Company. Further, all Independent Directors of the Company
have registered their names in the Independent Directors' Data Bank.
The Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule IV to the Act along with the Code of Conduct for
Directors and Senior Management Personnel formulated by the Company as per Listing
Regulations.
Key Managerial Personnel (KMPs)
Pursuant to the provisions of Sections 2(51) and 203 of the Companies
Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
As on 31st March, 2025, your company has following KMPs:
| Sl. No. Name of KMPs |
Designation |
| 1. Mr. Sanjay Jain |
Managing Director |
| 2. Mr. Siddhant Jain* |
Whole-Time Director |
| 3. Mr. Malay Das |
Chief Financial Officer |
| 4. Ms. Rashmi Sharma |
Company Secretary & Compliance Officer |
*Mr. Siddhant Jain (DIN: 07154500) has been appointed as Additional
Director (Executive / Whole Time Director) by the Board of Director in their meeting held
on 02nd May, 2024 and further, the appointment been approved by the
shareholders of the Company by passing special resolution at the 40thAnnual
General Meeting of the Company held on 19th September, 2024 for a period of
three years from 02nd May, 2024 to 01st May, 2027.
BOARD MEETINGS
During the year under review, eight (8) Board Meetings were held. The
gap between any two consecutive meetings did not exceed one hundred and twenty (120) days,
in compliance with the provisions of the Companies Act, 2013 and applicable Secretarial
Standards. The requisite quorum was present at all the meetings, ensuring valid and
effective proceedings.
The details of the Board Meetings held during the year, along with the
attendance of each Director, are provided in the table below:
| Name of Director(s) |
Mr. Shanti Lal Jain* |
Mr. Sanjay Jain |
Mr. Siddhant Jain** |
Mrs. Pooja Sarda |
Mr. Sunil Shah |
Mr. Nand Kumar bhatter |
| Category |
Promoter and Chairman |
Promoter and Managing Director |
Promoter and Whole-Time Director |
Independent/ Non-Executive Director |
Independent/ Non-Executive Director |
Independent/ Non-Executive Director |
| DIN |
00167773 |
00167765 |
07154500 |
05344423 |
00013918 |
00606846 |
| Board Meetings Attended |
|
|
|
|
|
|
| 15.04.2024 |
No |
Yes |
NA |
Yes |
Yes |
Yes |
| 02.05.2024 |
NA |
Yes |
Yes |
Yes |
Yes |
Yes |
| 23.05.2024 |
NA |
Yes |
Yes |
Yes |
Yes |
Yes |
| 15.07.2024 |
NA |
Yes |
Yes |
Yes |
Yes |
Yes |
| 09.08.2024 |
NA |
Yes |
Yes |
Yes |
Yes |
Yes |
| 14.11.2024 |
NA |
Yes |
No |
Yes |
Yes |
Yes |
| 10.02.2025 |
NA |
Yes |
Yes |
Yes |
Yes |
Yes |
| 15.03.2025 |
NA |
Yes |
Yes |
Yes |
Yes |
Yes |
* Mr. Shanti Lal Jain (DIN: 00167773) resigned from the
position of Executive / Whole Time Director and also as the director of the Company with
effect from close of business hours on 30th April, 2024.
**Mr. Siddhant Jain (DIN: 07154500) has been appointed as Additional
Director (Executive / Whole Time Director) by the Board of Director in their meeting held
on 02nd May, 2024 and further, the appointment been approved by the
shareholders of the Company by passing special resolution at the 40thAnnual
General Meeting of the Company held on 19th September, 2024 for a period of
three years from 02nd May, 2024 to 01st May, 2027.
BOARD SKILLS, EXPERTISE OR COMPETENCIES
The Board of Directors of the Company is highly structured to ensure
high degree of diversity by age, qualification,
professional background, sector expertise and special skills.
The Board of Directors have, based on the recommendation of Nomination
and Remuneration Committee, identified
the following core skills/experti'se/competencies of Directors, as
required in the context of Company's business:
a. Operations
b. Finance
c. Accounts
d. Marketing
e. Management
The following are the details of respective core skills of Board
Members as on 31st March, 2025.
| Name of Director(s) |
DIN |
Category |
Core Skills |
| Mr. Sanjay Jain |
00167765 |
Managing Director |
• Marketing |
|
|
|
• Operations |
| Mr. Siddhant Jain |
00167765 |
Whole Time Director |
• Marketing |
|
|
|
• Operations |
| Mr. Nand Kumar Bhatter |
00013918 |
Non-Executive/ Independent Director |
• Management |
|
|
|
• Accounts |
| Mrs. Pooja Sarda* |
05344423 |
Non-Executive/ Independent Director |
• Management |
|
|
|
• Accounts |
| Mr. Sunil Shah |
00606846 |
Non-Executive/ Independent Director |
• Finance |
|
|
|
• Accounts |
*Mrs. Pooja Sarda (DIN: 05344423) has successfully completed her second
term of Five (5) years as an Independent
Director w.e.f. the close of business hours on 31st March,
2025 in accordance with Section 149(10) of the Companies Act, 2013.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND THE DIRECTORS
Pursuant to the provisions of the Act, the Listing Regulations and
Nomination and Remuneration Policy of the Company, the Nomination and Remuneration
Committee ("NRC") and the Board has carried out the annual performance
evaluation of the Board, its Committees and individual Directors by way of individual and
collective feedback from Directors. The Independent Directors have also carried out annual
performance evaluation of the Chairperson, the non-independent directors and the Board as
a whole.
Performance Evaluation forms containing criteria for evaluation of
Board as a whole, Committees of the Board and Individual Directors and Chairman of the
meeting were sent to all the Directors with a request to provide their feedback to the
Company on the Annual Performance Evaluation of Board as a whole, Committees of Board,
Individual Directors & Chairman of the meeting for the Financial Year 2024-25. The
Directors expressed their satisfaction with the evaluation process.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm:
a. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material departure,
if any;
b. That such Accounting Policies have been selected and applied by them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
Financial Year and of the Profit and Loss of the Company for that period;
c. That proper and sufficient care has been taken by them for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. That the Annual Accounts have been prepared by them on a going
concern basis;
e. That they have laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and are operating
effectively; and
f. That they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statement relates and till the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS, STATUTORY AND QUASI-JUDICIAL BODY
No significant and material order has been passed by the regulators,
courts and tribunals, statutory and quasijudicial body impacting the going concern status
and the Company's operations in future.
RISK MANAGEMENT
The Company like any other enterprise is exposed to business risk which
can be internal risks as well as external risks. Any unexpected changes in regulatory
framework pertaining to fiscal benefits and other related issues can affect our operations
and profitability. A key factor in determining a Company's capacity to create sustainable
value is the ability and willingness of the Company to take risks and manage them
effectively and efficiently. However, the Company is well aware of the above risks and as
part of business strategy has put in a mechanism to ensure that they are mitigated with
timely action. The details of the Risk Management Policy are available on the Company's
website and can be accessed through the link: https://isocl.in/code-of-conduct-policies/.
PUBLIC DEPOSITS
The Company has not accepted any deposit falling within the purview of
provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review.
LISTING ON STOCK EXCHANGES
There were 49,92,300 equity shares of the Company as on 31st
March 2025. The Equity Shares of your Company is listed on the Bombay Stock Exchange Ltd
(BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 and the code is 530259. The
listing fee for the FY 2025-26, has been paid.
REGISTRAR AND SHARE TRANSFER AGENT FOR PHYSICAL AND DEMAT SEGMENTS
(RTA)
The Company continued appointment of M/s. Maheshwari Datamati'cs
Private Limited, Phone : +91 33 2248 2248, email: mdpldc@yahoo.com as the Registrar and
Share Transfer Agents of the Company.
CORPORATE IDENTIFICATION NUMBER (CIN)
The Company is registered with the Registrar of Companies, Kolkata,
West Bengal. The Corporate Identity Number (CIN) allotted to the Company by the Ministry
of Corporate Affairs (MCA) is L15142WB1984PLC037472.
DEMATERIALIZATION OF SHARES
There were 49,92,300 equity shares of the Company as on 31st
March 2025, out of the 49,92,300 equity shares of the Company 46,69,917 shares were held
in electronic form representing 93.54% of the total paid-up share capital, whereas balance
of 3,22,383 shares was held in physical form representing 6.46% of the total paid up share
capital of the Company. The Equity Shares of the Company are registered with National
Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) for
having the facility of Dematerializati'on of shares and its ISIN NO. is INE003B01014. The
Company's equity shares are compulsorily required to be traded in dematerialised form,
therefore, Members are advised to speed up converting the physical shareholding into
dematerialised form through their DP(s).
ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act,
2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the
Annual Return as on 31st March, 2025 can be accessed on the Company's website
at: https://isocl.in/annual-return-as-provided-under-section-92-of-the-companies-
act-2013/.
The annual return uploaded on the website is a draft in nature and the
final annual return shall be uploaded on the website of the Company once the same is filed
with the Ministry of Corporate Affairs after the AGM.
AUDITORS AND AUDITORS' REPORT
a) Statutory Auditors and Statutory Auditors' Report
In compliance with Section 139 of the Companies Act, 2013 read with
Rules made thereunder, M/s. Patni & Co. (ICAI Firm Registration Number 320304E),
Chartered Accountants, were appointed as the Statutory Auditor of the Company, for a first
term of 5 (five) consecutive years at the 38th Annual General Meeting (AGM)
held on 20th September, 2022, to hold office from the conclusion of the said
meeting till the conclusion of the 43 d AGM to be held in the year 2027. The
Statutory Auditor's Report issued by M/s. Patni & Co., Chartered Accountants, on the
financial statements of the Company for the financial year ended on 31st March,
2025 forms part of this Annual Report. There are no reservations, qualifications or
adverse remarks in the Independent Auditor's Report. The notes forming part of the
accounts are self-explanatory and do not call for any further clarifications under Section
134 (3)(f) of the Act.
b) Secretarial Auditors and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act, read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors of the Company had appointed M/s. Rantu Das & Associates,
Practicing Company Secretaries, to conduct Secretarial Audit of the Company.
The Secretarial Audit Report given by M/s. Rantu Das & Associates,
Practicing Company Secretaries in Form No. MR-3 is annexed to this Report as 'Annexure
- I'.
The Company does not have any material subsidiary company and hence the
provisions of Secretarial Audit for material unlisted company, as notified by SEBI
Circular No. CIR/CFD/CMD1/27/2019 dated 08.02.2019, vide which Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements), Regulations, 2015 was amended, is not
applicable to your Company.
In compliance with the provisions of Section 134(3) of the Companies
Act, 2013, the Secretarial Auditor in their
report for the financial year ended on the 31st March, 2025,
made the following observations:
Observation 1: As per the charge list in MCA site, there are two
charges for which loan has been repaid, but no satisfaction of charges has been filed to
ROC, although the Management has taken continuous action for satisfying the same.
Explanation: The Company is continuously following up with the charge
holders for No-objection letter for satisfaction of charge. The company shall file the
form for satisfaction of charge as soon as no-objection letter is received from the charge
holder.
The requirement of Annual Secretarial Compliance Audit under Regulation
24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with
SEBI Circular No.: CIR/CFD/CMD1/27/2019 dated 08.02.2019 was not applicable to the Company
during the year under review.
c) Internal Auditor
In accordance with the provisions of Section 138 of the Act read with
the Companies (Accounts) Rules, 2014, Mr. Sudhir Kumar Jha conducted the Internal Audit of
the Company for the FY 2024-25. The Audit Committee considers and reviews the Internal
Audit Report submitted by the Internal Auditor on a quarterly basis.
COST AUDIT AND MAINTENANCE OF COST RECORDS
The provisions of Section 148 of the Companies Act, 2013, with respect
to maintenance of Cost Records and Cost Audit are not applicable on the Company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the year under review, the Statutory Auditors and Secretarial
Auditors have not reported any instances of frauds committed in the Company by its
officers or employees, to the Audit Committee or the Board of Directors under Section 143
(12) of the Act, including rules made thereunder.
PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN AND INVESTMENTS MADE AND
SECURITIES PROVIDED
The Company has complied with the provisions of Section 186 of the Act
in respect of investments made and guarantees provided during the year under review. The
details of loans, guarantees and investments covered under the provisions of Section 186
of the Companies Act, 2013 forms part of the notes to the Financial Statements for the
year ended 31st March, 2025.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual harassment at work
place in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention
and redressal of complaints of sexual harassment at workplace. The Company has formed
Internal Complaints Committee in compliance with the provisions of the said Act to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this Policy.
The following is the summary of Sexual Harassment complaints received
and disposed of during the year 2024-25:
| Number of complaints pending as on 1st April, 2024 |
Nil |
| Number of complaints received during the year |
Nil |
| Number of complaints disposed off during the year |
Nil |
| Number of complaints pending as on 31st March,
2025 |
Nil |
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
All Board members of the Company are afforded every opportunity to
familiarize themselves with the Company, its management, its operations and above all, the
Industry perspective and issues. They are made to interact with senior management
personnel and proactively provided with relevant news, views and updates on the Company
and sector. All the informati'on/documents sought by them is/are also shared with them for
enabling a good understanding of the Company, its various operations and the industry of
which it is a part. The details of the Familiarisation Programme for
Independent Directors with the Company in respect of their roles,
rights, responsibilities in the Company, nature of the industry in which Company operates,
business model of the Company and related matters is available on the Company's website
and can be accessed through the link: https://isocl.in/familiarization-programmed-for-
independent-director/.
REMUNERATION TO DIRECTORS
A. Nomination & Remuneration Policy
The policy is to have an appropriate mix of Executives and
Non-Executi'ves/Independent Directors to maintain the independence of the Board, and
separate its functions of governance and management. As on 31st March, 2025,
the Company has 2 (Two) Executive Directors and 3 (Three) Non-Executive Directors on the
Board. The Company's Policy for selection and appointment of Directors and their
remuneration is based on its Nomination and Remuneration policy which, inter alia, deals
with the manner of selection of the Directors and such other matters as provided under
Section 178(3) of the Act and 19(4) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, including any amendment thereto are covered under the
Company's Nomination and Remuneration Policy and on the Company's website and can be
accessed through the link: https://isocl.in/code-of-conduct-policies/.
Your Directors affirm that the remuneration paid to the directors is as
per the terms laid out in the Nomination and Remuneration Policy of the Company.
There is no change in the Nomination and Remuneration Policy of the
Company during the financial year 2024-25.
B. Remuneration to Non-Executive/Independent Directors for the year
ended 31st March, 2025.
The siffing fees paid to Non-Executive/Independent Directors for the
year ended 31st March, 2025 along with their respective shareholdings in your
Company are as under:
| Director(s) |
Sitfng Fees paid for the Board and
Committee Meetings held during the year ended 31st March, 2025 (^ in Lakhs) |
Commission Paid/Payable (^ in Lakhs) |
Total (^ in Lakhs) |
No. of Ordinary (Equity) Shares held as
on 31st March, 2025 |
| Mrs. Pooja Sarda* |
0.25 |
Nil |
0.25 |
Nil |
| Mr. Nand Kumar Bhatter |
0.25 |
Nil |
0.25 |
Nil |
| Mr. Sunil Shah |
0.25 |
Nil |
0.25 |
Nil |
*Mrs. Pooja Sarda (DIN: 05344423) has successfully completed her second
term of Five (5) years as an Independent Director w.e.f. the close of business hours on 31st
March, 2025 in accordance with Section 149(10) of the Companies Act, 2013.
C. Remuneration paid/payable to Executive Chairman/Whole Time Director
and Managing Director for the year
ended 31st March, 2025.
| Director(s) |
Designation |
Salary (' in Lakhs) |
Perquisites and Allowances (' in Lakhs) |
Commission paid/Payable (' in Lakhs) |
Total (' in Lakhs) |
Contract Period |
| Mr. Shanti' Lal Jain* |
Whole Time Director |
1.59 |
0.12 |
Nil |
1.71 |
Tenure of 3 (Three) years from 01st September 2022
to 31st August, 2025. |
| Mr. Sanjay Jain |
Managing Director |
34.08 |
5.55 |
Nil |
39.63 |
|
| Mr. Siddhant Jain |
Whole Time Director |
11.72 |
2.20 |
Nil |
13.92 |
Tenure of 3 (Three) years from 02nd May, 2024 to
01st May, 2027 |
a) The appointment and remuneration of Mr. Shanti' Lal Jain, Whole Time
Director and Sanjay Jain, Managing Director of the Company has been approved by the
shareholders of the Company by passing special resolution at the 38thAnnual
General Meeting of the Company held on 20th September, 2022 for a period of
three years.
b) *Mr. Shanti' Lal Jain has resigned from the position of Executive /
Whole-Time Director and also as the director of the Company with effect from close of
business hours on 30thApril, 2024.
c) The agreement may be terminated by either party by giving to the
other party three months' notice of such termination.
d) No Compensation shall be payable to either of the parties on such
termination.
e) The Managing Director and Whole-Time Director shall not be paid any
siffing fees for the attending the meeting of the Board of Directors or Committee.
f) Company's Contribution to Provident Funds for Mr. Sanjay Jain ^2.34
Lakhs and Mr. Siddhant Jain was ^0.66 Lakhs for the year ended 31st March,
2025.
g) The appointment and remuneration of Mr. Siddhant Jain, Whole-Time
Director of the Company has been approved by the shareholders of the Company by passing
special resolution at the 40thAnnual General Meeting of the Company held on 19th
September, 2024 for a period of three years from 02nd May, 2024 to 01st
May, 2027.
Notes:
1) The Company has not granted any stock option to directors of the
company as on 31st March, 2025.
2) No siffing fees has been paid to the Executive Director during the
year under review.
3) Non-Executi've/Independent Directors did not have any pecuniary
relationship or transactions (except receipt of siffing fees as Directors) with the
Company for the year under review.
D. Stock option details, if any, and whether the same has been issued
at a discount as well as the period over which accrued and over which exercisable - Not
Applicable during the year under review
CORPORATE GOVERNANCE
The Company believes in and has practiced good Corporate Governance.
Our corporate governance philosophy is based on the principles of equity, fairness, spirit
of law, higher standards of transparency, accountability and reliability in respect of all
its transactions. The Company believes that sound corporate governance is necessary to
retain stakeholders' trust and ensures efficient working and proper conduct of the
business of the Company with integrity. The guidelines for its development is a continuous
process, which often undergoes changes to suit the changing times and needs of the
business, society and the nation.
It may be noted that Regulation 17 to 27 and clauses (b) to (i) of
sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015 are not applicable to your
company pursuant to provisions of Regulation 15 of the said Regulations as the Paid up
Capital of the Company is below Rupees Ten Crores and Net worth below Rupees Twenty Five
Crores as on the last day of the previous Financial Year as well as on date of the report.
As such the Company is not required to mandatorily append to this
report the Corporate Governance Report. CONSTITUTION OF VARIOUS COMMITTEES AS PER
COMPANIES ACT, 2013
The company has constituted sub-committees of the board as per the
provisions of Companies Act, 2013 with proper composition of its members. The Company
Secretary of the Company acts as the Secretary to the Committees.
Presently, there are Four Committees:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Management Committee
a. Audit Committee: The Composition of the Committee and attendance
in the Committee meetings held during the FY 2024-25 is given below: -
| Name of Director(s) |
Mrs. Pooja Sarda* |
Mr. Sunil Shah |
Mr. Nand Kumar Bhatter |
| Category |
Independent/ Non-Executive Director |
Independent/ Non-Executive Director |
Independent/ Non-Executive Director |
| Position |
Chairperson |
Member |
Member |
| DIN |
05344423 |
00013918 |
00606846 |
| Committee Meetings Attended |
|
|
|
| 15.04.2024 |
Yes |
Yes |
Yes |
| 02.05.2024 |
Yes |
Yes |
Yes |
| 23.05.2024 |
Yes |
Yes |
Yes |
| 15.07.2024 |
Yes |
Yes |
Yes |
| 09.08.2024 |
Yes |
Yes |
Yes |
| 14.11.2024 |
Yes |
Yes |
Yes |
| 10.02.2025 |
Yes |
Yes |
Yes |
| 15.03.2025 |
Yes |
Yes |
Yes |
*Mrs. Pooja Sarda (DIN: 05344423) has successfully completed her second
term of Five (5) years as an Independent Director w.e.f. the close of business hours on 31st
March, 2025 in accordance with Section 149(10) of the Companies Act, 2013.
b. Nomination and Remuneration Committee: The Composition of the
Committee and attendance in the
Committee meetings held during the FY 2024-25 is given below: -
| Name of Director(s) |
Mrs. Pooja Sarda* |
Mr. Sunil Shah |
Mr. Nand Kumar Bhatter |
| Category |
Independent/ Non-Executive Director |
Independent/ Non-Executive Director |
Independent/ Non-Executive Director |
| Position |
Chairperson |
Member |
Member |
| DIN |
05344423 |
00013918 |
00606846 |
| Committee Meetings Attended |
|
|
|
| 02.05.2024 |
Yes |
Yes |
Yes |
| 23.05.2024 |
Yes |
Yes |
Yes |
| 10.02.2025 |
Yes |
Yes |
Yes |
*Mrs. Pooja Sarda (DIN: 05344423) has successfully completed her second
term of Five (5) years as an Independent Director w.e.f. the close of business hours on 31st
March, 2025 in accordance with Section 149(10) of the Companies Act, 2013. c.
Stakeholders' Relationship Committee: The Composition of the Committee and attendance
in the Committee meetings held during the FY 2024-25 is given below: -
| Name of Director(s) |
Mrs. Pooja Sarda* |
Mr. Siddhant Jain |
Mr. Sanjay Jain |
| Category |
Independent/ Non-Executive Director |
Executive Director (Whole Time) |
Executive Director (Managing) |
| Position |
Chairperson |
Member |
Member |
| DIN |
05344423 |
07154500 |
00167765 |
| Committee Meetings Attended |
|
|
|
| 07.12.2024 |
Yes |
Yes |
Yes |
| 18.03.2025 |
Yes |
No |
Yes |
*Mrs. Pooja Sarda (DIN: 05344423) has successfully completed her second
term of Five (5) years as an Independent Director w.e.f. the close of business hours on 31st
March, 2025 in accordance with Section 149(10) of the Companies Act, 2013.
d. Management Committee: The Composition of the Committee and
attendance in the Committee meetings held during the FY 2024-25 is given below: -
| Name of Director(s) |
Mr. Sanjay Jain |
Mr. Siddhant Jain |
Mr. Malay Das |
Ms. Rashmi Sharma |
| Category |
Executive Director (Managing) |
Executive Director (Whole Time) |
Chief Financial Officer |
Company Secretary |
| Position |
Chairman |
Member |
Member |
Member |
| DIN |
00167765 |
07154500 |
- |
- |
| Committee Meetings Attended |
|
|
|
|
| 28.02.2025 |
Yes |
Yes |
Yes |
Yes |
| 15.03.2025 |
Yes |
Yes |
Yes |
Yes |
Stakeholders' Relationship Committee-other details:
i) Name, designation and address of Compliance Officer: Rashmi
Sharma, Company Secretary. 113, Park Street, Poddar Point, South Wing, 5th Floor, Kolkata
- 700016; E-mail: rashmi@isocl.in
ii) Details of investor complaints received and redressed during FY
2025 are as follows:
| Opening as on 1st April, 2024 |
Received during the year |
Resolved during the year |
Closing as on 31st March, 2025 |
| 0 |
0 |
0 |
0 |
RECOMMENDATIONS OF VARIOUS COMMITTEES
There were no instances where the Board had not accepted the
recommendations of any of the Committees of the Board during FY 2024-25.
SEPARATE INDEPENDENT DIRECTORS' MEETING
During the year under review, the Independent Directors met on 10th
February, 2025 without the attendance of NonIndependent Directors and members of the
Management, except the Company Secretary, who was present by invitation. All Independent
Directors were present at this Meeting.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to the Financial
Statements are commensurate with the size and nature of business of the Company. Your
Company has established adequate Internal Financial Control systems to ensure reliable
financial reporting and compliance with laws and regulations. All resources are put to
optimal use and adequately protected against any loss. All transactions are authorized,
recorded and reported correctly. Policies and guidelines of your Company are being adhered
to and improvements in process efficiencies and effectiveness are being carried out on an
ongoing basis.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the requirement of the Section 177 (9) & (10) of the
Companies Act, 2013, the Company has established vigil mechanism which also incorporates a
whistle blower policy in terms of the SEBI Listing Regulations. Protected disclosures can
be made by a whistle blower through an e-mail or phone or letter to the Chairperson of the
Audit Committee. The Vigil Mechanism (Whistle Blower Policy) is available on the Company's
website and can be accessed through the link:
https://isocl.in/vieil-mechanism-whistle-blower-policv/.
A mechanism has been established for employees to report unethical
behaviour, actual or suspected fraud or violation of the Code of Conduct and ethics
directly to the forum. It also provides for adequate safeguards against victimization of
employees who avail the mechanism and allows direct access to the Chairperson of the Audit
Committee in exceptional cases.
POLICIES
The SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 mandated the formulation of certain policies for all listed companies. All applicable
policies are available on the Company's website and can be accessed through the link:
https://isocl.in/code-of-conduct-policies/. The policies are reviewed periodically by the
Board and updated based on need and new compliance requirement.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
In accordance with Regulation 34 read with Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as
'Listing Regulations'), the Management's Discussion and Analysis Report for the year under
review, has been enclosed separately and marked as "Annexure- II". The
Audit Committee of the Company has reviewed the Management Discussion and Analysis
Report of the Company for the year ended 31st March, 2025.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provision of Section 135(1) of the Companies Act, 2013 i.e.,
corporate social responsibility is not applicable on your company. Therefore, your company
has not constituted CSR committee and need not require to spend any sum on CSR activities
for the FY 2024-25. Hence no report on Corporate Social Responsibility is given.
MD & CFO CERTIFICATION
The Managing Director and Chief Financial Officer of the Company have
given a certificate as required under Regulation 17(8) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. It forms part of the Report and is marked
as "Annexure- III."
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading as amended from time to time with a view to regulate trading in securities by the
Directors and designated employees of the Company. The Code requires pre-clearance for
dealing in the Company's shares and prohibits the purchase or sale of Company shares by
the Directors and the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period when the Trading
Window is closed. The Board is responsible for implementation of the Code.
All Board of Directors and the designated employees have confirmed
compliance with the Code.
CODE OFCONDUCT
The Company has adopted the Code of Conduct for all Board members and
Senior Management Personnel. All Board members and Senior Management Personnel as per
Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, have affirmed compliance with the applicable Code of Conduct. A
declaration to this effect signed by the Managing Director of the Company forms part of
this Report and is marked as "Annexure- IV". CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Your Company, being a
Transport company, has no activity relating to conservation of energy or technology
absorption to be declared pursuant to Section 134 of the Companies Act, 2013. There is no
earning or outgo of Foreign Exchange during the year under review.
CERTIFICATE FOR NON-DISQUALIFICATION OF DIRECTORS
The Company has obtained a certificate from M/s. Rantu Das &
Associates, Practicing Company Secretaries, confirming that none of the directors on the
board of the Company were debarred or disqualified from being appointed or continuing as
directors of Companies by the Board/Ministry of Corporate Affairs or any such authority
and the same forms part of this report and is marked as "Annexure- V".
PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND EMPLOYEES AND
RELATED DISCLOSURE
None of the employees, employed during the year, was in receipt of
remuneration, in aggregate of Rupees One Crore and Two Lakhs or more per annum for the FY
2024-25 or Rupees Eight Lakh Fifty Thousand or more per month for any part of the
financial year, as set out in the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The information pursuant to Rules 5(2) and 5(3) of the Rules forms
part of this report and is marked as "Annexure- VI".
The ratio of remuneration of each Director to the median employee's
remuneration and other details in accordance
with sub-section 12 of Section 197 of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, forms part of this report and is marked as "Annexure- VII". CONTRACTS
OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions entered into by the Company during the
financial year were in ordinary course of business and at an arm's length basis. Form
AOC-2 forms part of the Report and is marked as "Annexure- VIII".
Details of Related Party Transactions of the Company are covered under
Notes to Accounts for FY 2024-25.
All transactions with related parties were reviewed and approved by the
Audit Committee. Prior approval is obtained for related party transactions which are of
repetitive nature and entered in the ordinary course of business and on an arm's length
basis.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report as per Regulation
34 of SEBI Listing Regulations is not applicable to the Company during the period under
review.
COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS
The Company has complied with the applicable provisions of Secretarial
Standards - 1 and Secretarial Standards - 2, issued by the Institute of Company
Secretaries of India (ICSI).
GENERAL DISCLOSURES Your directors state that:
1. During the year under review, no application has been made or any
proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.
2. The Company serviced all the debts and financial commitments as and
when they became due, and no settlements were entered into with the bankers. Since the
details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof - Not Applicable.
3. There are no agreements entered into by the shareholders, promoters,
promoter group entities, related parties, directors, key managerial personnel, employees
of the listed entity or of its holding, subsidiary or associate company, among themselves
or with the listed entity or with a third party, solely or jointly, which, either directly
or indirectly or potentially or whose purpose and effect is to, impact the management or
control of the listed entity or impose any restriction or create any liability upon the
listed entity as on the date of notification of clause 5A to Para A of Part A of Schedule
III of Listing Regulations.
4. Equity shares in the suspense account
In accordance with the requirement of Regulation 34(3) and Part F of
Schedule V to the SEBI Listing Regulations, details of equity shares in the suspense
account are as follows:
| Particulars |
Number of Shareholders |
Number of Equity Shares |
| Aggregate number of shareholders and the Outstanding shares
in the suspense account lying as on 1st April, 2025 |
1 |
1000 |
| Shareholders who approached the Company for transfer of
shares from suspense account during the year |
1 |
1000 |
| Shareholders to whom shares were transferred from the
suspense account during the year |
1 |
1000 |
| Aggregate number of shareholders and the outstanding shares
in the suspense Account lying as on 31st March, 2025 |
3 |
1200 |
The voting rights on the shares outstanding in the suspense account as
on 31st March, 2025, shall remain frozen till the rightful owner of such shares
claims the shares.
5. The Company has not issued any GDRs/ADRs/Warrants or any convertible
instruments in the past and hence, as on 31st March, 2025, the Company does not
have any outstanding GDRs/ADRs/Warrants or any convertible instruments.
6. The Company is not a Large Corporate for the purpose of SEBI
Circular No. SEBI/HOIDDHS/DDHS- RACPOD1/P/CIR/2023/172 dated 19th October,
2023. The details of Outstanding Qualified Borrowings and Incremental Qualified Borrowings
for the FY ended 31st March, 2025.
| Sl No. Particulars |
Amount (' in Crore) |
| 1. Outstanding Qualified Borrowings at the start of the
financial year |
9.81 |
| 2. Outstanding Qualified Borrowings at the end of the
financial year |
15.89 |
| 3. Highest credit rating of the company relating to the
unsupported bank borrowings or plain vanilla bonds, which have no structuring/support
built in |
NA |
| 4. Incremental borrowing done during the year (qualified
borrowing) |
- |
| 5. Borrowings by way of issuance of debt securities during
the year |
- |
7. There have been no public issue proceeds raised from the
Initial Public Offer (IPO) and Further Public Offer (FPO), Right Issue, Preferential
Issue, etc. in the FY 2025.
8. As of the reporting date, the company has no subsidiaries,
associates, or joint ventures.
9. The company is in compliance with the applicable provisions of
Maternity Benefit Act, 1961.
GREEN INITIATIVES & ACKNOWLEDGEMENT
As a responsible corporate citizen, the Company supports the 'Green
Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling
electronic delivery of documents including the Annual Report etc. to Members at their
e-mail address registered with the Depository Participants ("DPs") and RTAs. To
support the 'Green Initiative', Members who have not registered their email addresses are
requested to register the same with the Company's Registrar and Share Transfer Agent
("RTAs")/Depositories for receiving all communications, including Annual Report,
Notices, Circulars, etc., from the Company electronically.
Pursuant to the MCA Circular No. 09/2024 dated 19 September 2024 and
SEBI Circular dated 03 October 2024, the Annual Report of the Company for the financial
year ending 31st March 2025 including therein the Audited Financial Statements
for the financial year 2024-25, will be sent only by email to the Members.
The Board of the Company wishes to place on record their sincere
appreciation of the dedication and commitment of all employees in continuing their
achievements and excellence in all areas of the business. The Board thanks the
shareholders, customers, suppliers, bankers, other stakeholders and various departments of
the State Government and the Central Government for their continuous support to the
Company.
Your Board appreciates and values the contribution made by every member
of the Inter State Oil Carrier family.
|