The Members of
IFL PROMOTERS LIMITED
A-66 2st Floor Guru Nanak Pura
Vikas Marg Laxmi Nagar
This is the immense pleasure of Board of Directors in presenting the 23rd Director'sReport of the company together with the Audited Statement of Accounts for the FinancialYear ended 31st March 2015.
Due to the increasing financial cost and other factors the profits for the Company hadgone down. But the Company is of the view that the financial position of the Company willimprove considerably during the coming years. The brief financial detail is given below.
|Particulars ||Year Ended 31.03.2015 ||Year Ended 31.03.2014 |
|Total Income/Revenue ||13861159.32 ||13602787.30 |
|Total Expenditure ||13009578.59 ||13182512.17 |
|Profit before Depreciation & Tax ||851580.73 ||420275.13 |
|Less: Depreciation ||21623.00 ||25597.00 |
|Prior Period Adjustment ||0 ||(19567.00) |
|Provision Against Standard Assets ||592469.00 ||9589.00 |
|Extraordinary items ||71311.00 ||0 |
|Less: Provision for Income Tax & Deferred Tax ||2624.00 ||161089.00 |
|Profit/(Loss)after Taxation ||349421.73 ||294761.13 |
OPERATING RESULTS AND PROFITS:
Your company has earned profits during the current year. Total profit for the year wasRs. 8.51 Lacs (Previous Year Profit Rs. 4.20 Lacs). After provision for Depreciation ofRs. 21623 (Previous Year Rs. 25597) other prior period adjustments and income taxliability of Rs. 2624. (Previous Year Rs. 1.61 Lacs) the net profit after tax adjustmentis Rs. 3.49 Lacs (against previous Year Net Profit of Rs. 2.95 Lacs).
During the period performance of your company was satisfactory and the directors arequite hopeful to recover the performance both in terms of turnover and profitabilityduring current year. The directors of your company also assure that they will do allneedful acts to achieve the set target.
No Dividend has been recommended by the Board in view to conserve the resources of theCompany and ploughing it back for the operations of the Company.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of the business of the company.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.
Adequacy of internal financial controls with reference to the Financial Statements
a) Responsibility of the Board of Directors: The Board of Directors have laid downadequate and efficient internal controls at all levels within the organization. Thecompany has adopted such policies and procedures which ensure orderly conduct of itsbusiness safeguarding of its assets the prevention and detection of frauds and errorsthe accuracy and completeness of the accounting records and the timely preparation ofreliable financial information.
b) Responsibility of the Auditors: Auditors played a significant role in the system ofinternal controls by performing evaluations and making recommendations for improvedcontrols. Auditors made recommendations to management to improve controls based on systemtesting and control analysis. He obtained the evidences required for audit from number ofsources including using the work performed by others and performing auditing procedureshimself.
The Company also has an Audit Committee who interacts with the Statutory AuditorsInternal Auditors and Management in dealing with matters within its terms of reference.This Committee mainly deals with accounting matters financial reporting and internalcontrols.
As a part of the business risk is the inherent part of the Business which can't beavoided but it can be reduced. The inherent risk associated with company's business isfrom the frequent change in key personals and fluctuations in the stock prices. Yourcompany is continuously improving its HR Policies and monitors & does extensiveresearch to minimize the risk.
The company is in the business of NBFC and Board are keen interested in the growth ofcompany. The Board has deliberately discussed the matter of improving its internalpolicies and external opportunities so that involved risk can mitigate and desired growthgoals can achieve.
As on March 31 2015 the Company does not have any subsidiary.
NUMBER OF MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The Board / Committee Meetings areprescheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings.
The notice of Board meeting is given well in advance to all the Directors. The Agendaof the Board / Committee meetings is circulated at least a week prior to the date of themeeting. The Agenda for the Board and Committee meetings includes detailed notes on theitems to be discussed at the meeting to enable the Directors to take an informed decision.
The Board met 6 (Six) times in financial year 2014-15 viz. 30.05.2014 12.08.201404.09.2014 14.11.2014 14.02.2015 and on 31.03.2015. The maximum interval between any twomeetings did not exceed 120 days.
COMMITTEES OF THE BOARD:
During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees. There are currently three Committees of the Board as follows:
Nomination and Remuneration Committee
Stakeholder Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
DEMATERIALIZATION OF SECURITIES:
The trading in the shares of your company has been allowed in Demat pursuant toagreement with NSDL and CDSL. Shareholders may avail this facility.
The Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by Securities andExchange Board of India. The Report on Corporate Governance as stipulated under Clause 49of the Listing Agreement forms part of the Annual Report. The Certificate from theAuditors of the Company confirming compliance with the conditions of Corporate Governanceas stipulated under Clause 49 is also published elsewhere in this Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:
The particulars as required under the provisions of Section 134 (3) (m) of theCompanies Act 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respectof Conservation of Energy and Technology Absorption have not been furnished consideringthe nature of activities undertaken by the Company during the year under review.
FOREIGN EXCHANGE EARNING AND OUT GO:
The company has not earned any foreign exchange from its business operation during thecurrent year. There is no outgo of foreign exchange during the year 2014-15.
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns details of which have been given in the Corporate GovernanceReport annexed to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that -
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
A) Changes in Directors and Key Managerial Personnel
In accordance with the Articles of Association of the Company Mr. Gaurav Gupta who isliable to retire by rotation on this Annual General Meeting and being eligible offershimself for re-appointment. and pursuant to the provisions of Clause 49 of the ListingAgreement brief resume of the director is furnished along with the Explanatory Statementto the notice to the Annual General Meeting.
Mr. Navneet Vishnoi Appointed as CFO of the company w.e.f. 31st March 2015. Mr. PankajDogra Appointed as CEO of the company w.e.f. 31st March 2015.
Mr. Pankaj Singla resigned as Independent Director of the company w.e.f. 04thSeptember 2015.
Declaration by an Independent
Director(s) The Board of Directors declare that the Independent Directors Mr. Tilak RajAnand and Mr. Pankaj Singla are:
(a) in the opinion of the Board are persons of integrity and possesses relevantexpertise and experience;
(b) (i) not thea promoter of the company or its holding subsidiary or associatecompany;
(ii) not related to promoters or directors in the company its holding subsidiary orassociate Company;
(c) not having pecuniary relationship with the company its holding subsidiary orassociate company or their promoters or directors during the two immediately precedingfinancial years or during the current financial year;
(d) None of their relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two percent or more of its gross turnover of total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;
(e) by himself nor any of their relatives -
(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial year immediately preceding the financial year in which he is proposed tobe appointed;
(ii) is or has been an employee or propriety or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of -
(A) a firm of auditors or company secretaries in practice or cost auditors or thecompany or its holding subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten percent or more of the grossturnover of such firm;
(iii) holds together with his relative two per cent or more of the total voting powerof the company; or
(iv) is a Chief Executive or director by whatever name called of any nonprofitorganization that receives twenty-five percent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; or
(f) possessing such other qualification as may be prescribed.
Mr. Narender Kumar have given their consent to act as Director of the Company pursuantto Section 152 of the Companies Act 2013 read with Rule 8 of Companies (Appointment andQualification of Directors) Rules 2014 and have offered themselves to be appointed as theIndependent Directors of the Company. Your Directors recommended their appointment asIndependent Directors on the Board in accordance with the provisions of Section 149 ofthe Companies Act 2013 read with Companies (Appointment and Qualification of Directors)Rules 2014 as amended from time to time in the ensuing Annual General Meeting.
Formal Annual Evaluation
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:
i. Attendance of Board Meetings and Board Committee Meetings
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance
iv. Providing perspectives and feedback going beyond information provided by themanagement
v. Commitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis / her evaluation.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
M/s G.S. Goel & Co. Chartered Accountants 20/18 Shakti Nagar Delhi-110007being Statutory Auditors of the company will retire at the forthcoming Annual GeneralMeeting and are eligible for reappointment. In accordance with the Companies Act 2013 itis proposed to re-appoint them as Statutory auditors of the company to hold the officefrom the conclusion of this Annual General Meeting until the conclusion of Annual GeneralMeeting for the financial year ending 31st March 2017 subject to ratification of theappointment by the members at every annual general meeting held after this annual generalmeeting..
The Directors have gone through the Auditors reports in which Auditor has found somequalifications/discrepancy i.e.
a. The Company has granted and taken unsecured interest free loans to parties and intheir opinion except the rate of interest (interest free) other terms & conditions onwhich loans has been granted were not prima facie prejudicial to the company.
The Directors have gone through the observation/qualification of the Statutory Auditorand formed their opinion that the unsecured Interest free loans given to various partiesand taken from parties are in our opinion beneficial to the growth of the company in thelong run.
The Board of Directors had not issued any sweat equity shares or equity shares withdifferential rights during the financial year under review.
EXTRACT OF THE ANNUAL RETURN:
The extracts of Annual Return in Form No. MGT-9 as per Section 134 (3) (a) of theCompanies Act 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 ofCompanies (Management & Administration) Rules 2014 is annexed hereto as Annexure-Aand forms part of this report.
SECRETARIAL AUDIT REPORT:
The Board of Directors of the Company has appointed K.S. & Associates PracticingCompany Secretaries to conduct the Secretarial Audit and her report on Company'sSecretarial Audit is appended to this Report.
REGISTRAR AND TRANSFER AGENTS:
The work which required to be done in relation to shares in Demat and Physical mode areunder supervision of Registrar and Transfer Agent of the Company:
M/s Beetal Financial & Computer Services (P) Ltd
3rd Floor 99 Madangir (Behind Local Shopping Centre) Near Dada Harsukhdas MandirNew Delhi-110062
None of the director had drawn salary during the financial year ending 31st March 2015and the key managerial personnel were appointed on 31st March 2015 and thus the provisionsof Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are not applicable to the Company.
Particulars of Employees
None of the employee had received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Particulars of loans guarantees or investments under section 186
During the year under review the Company has given not advanced any loans/ givenguarantees/ made investments.
Your company has not directly or indirectly:
a) given any loan to any person or other body corporate other than usual advancesenvisaged in a contract of supply of materials if any
b) given any guarantee or provide security in connection with a loan to any other bodycorporate or person and
c) acquired by way of subscription purchase or otherwise the securities of any otherbody corporate exceeding sixty percent of its paid-up share capital free reserve andsecurities premium account or one hundred percent of its free reserves and securitiespremium account whichever is more.
Particulars of contracts or arrangements with related parties:
There had been no contracts or arrangements during the year 2014-15 which needsreporting under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014).
LISTING OF SHARES AT STOCK EXCHANGE:
The Equity Shares of Company are listed with Bombay Stock Exchange Limited (BSE Code-511682 Scrip ID IFLPROMOT).
As required under clause-32 of the Listing Agreement a cash flow statement asprepared in accordance with the Accounting Standard-3 issued by the "Institute ofChartered Accountants of India" is given along with Balance Sheet and Statement ofProfit and Loss.
The Directors wish to place on record its appreciation for the continued co-operationextended by various Financial Institutions Bankers Govt. Departments and the members.The Directors also express their appreciation to the employees at all levels for theirdedicated services rendered to the Company.
|For & on behalf of the Board of Directors of || |
|IFL PROMOTERS LIMITED || |
|GAURAV GUPTA ||ANJANA GUPTA |
|Director (DIN: 00207872) ||Director (DIN: 00059090) |
|Place: Delhi || |
|Date: 04/09/2015 || |