IFL Enterprises Ltd.
|BSE: 540377||Sector: Others|
|NSE: N.A.||ISIN Code: INE714U01016|
|BSE 00:00 | 05 Oct||IFL Enterprises Ltd|
|NSE 05:30 | 01 Jan||IFL Enterprises Ltd|
|BSE: 540377||Sector: Others|
|NSE: N.A.||ISIN Code: INE714U01016|
|BSE 00:00 | 05 Oct||IFL Enterprises Ltd|
|NSE 05:30 | 01 Jan||IFL Enterprises Ltd|
Your Directors have pleasure in presenting the Eleventh Annual Report of your Companywitli the Audited Financial Statements alongwith Auditor's Report for the year ended 31stMarch 2020.
1. BUSINESS OVERVIEW
During the year the Company has diversified its business activities along with itsmain object. Your Company has obtained Direct Selling Agency (DSA) of PNB Housing FinanceTata Capital Housing Finance Limited and 1DFC.
2. FINANCIAL PERFORMANCE
The Company's financial Performance during its Tenth year of Operations is summarizedbelow:
3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the Regulation 34(2)(e) of SEBI( Listing Obligations and DisclosureRequirements)Regulations 2015 the Management's Discussion and Analysis Report (MDAR)isset out in the Annual Report.
4. STATE OF THE COMPANY 'S AFFAIRS
During the year under ended March 31 2020Your company has achieved reveue of Rs.22452920compared to previous year of Rs. 66093530. The Net Profit after Tax is Rs.for tire current year222 5060 as aginst Rs. 318390 for the previous year.
The Board of Directors of the Company has decided not to recommend any dividend for thefinancial year under consideration due to operational losses.
6. TRANSFER TO GENERAL RESERVES
The Company has not transferred any sum to the General Reserves Account during thereporting period.
7. BUSINESS RESPONSIBILITY REPORT
As per Regulation 34(2)(f) of the SEBI (LODR) Regulations 2015 top five hundred (500)listed entities based on market capitalization shall contain the Business ResponsibilityReport in their Annual Report. As the Company
does not fall under top 500 listed Companies based on marketcapitalizationthereforethis regulation is not applicable to the Company.
8. CHANGES IN THE NATURE OF BUSINESS
There has been no change in the nature of business during the year under review by theCompany.
9. MATERIAL CHANGES.AND COMMITMENTS
There is no material change which may affect the financial position of the Companybetween the financial year and up to the date of this report.
10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and the reviews performed by management and the relevant boardcommittees including the audit committee the board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year2019-2020. The details in respect of internal financial control and their adequacy areincluded in the Management Discussion & Analysis which forms part of this report.
During the year under review the company has not accepted any deposit under Section 73of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014.
a) S.TAT-U..T.QJR.Y. AU.D1T-QR
M/s V. N. Purohit & Co. Chartered Accountants (Registration No. 304040E)Statutory Auditors of the Company shall hold the office till the conclusion of the ensuingAnnual General Meeting of the Company. Accordingly the Audit Committee and the Board ofDirectors of the Company in their meeting held on September 05 2020 recommendedre-appointment of M/s V. N. Purohit & Co. Chartered Accountants (Registration No.304040E) to hold office for a period of five years from the conclusion of the ensuingAnnual General Meeting till the conclusion of 16lh Annual General Meeting ofthe Company. The Company has received written consent and certificate of eligibility inaccordance with Sections 139 141 and other applicable provisions of the Act and Rulesissued thereunder (including any statutory modification(s) or re-enactment(s) thereof forthe time being in force) from M/s V. N. Purohit & Co. Chartered Accountants.
The Auditor's Report for financial year ended March 31 2020 does not contain anyqualification reservation or adverse remarks. All Observations made in the IndependentAuditors' Report and Notes forming part of the Financial Statements are self explanatoryand do not call for any further comments and also there is no incident of fraud requiringreporting by the auditors under section 143(12) of the Companies Act 2013 during theyear. The Auditor's report is enclosed with the financial statements in this Auditor'sReport.
b) SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act 2013 and tire Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Megha Sharan (CP No.: 12171 FCS: 9802) Practicing Company Secretaries toundertake the secretarial audit of the Company for the Financial Year 2019-2020.
The Secretarial Audit Report for the financial year ended 31slMarch 2020does not contain any qualification reservation or adverse remark. A copy of theSecretarial Audit Report(Form MR-3) as provided by the Company Secretary in Practice hasbeen annexed to the Report. (Annexure-I).
c) INTERNAL AUDITOR
Pursuant to provisions of Section 138 read with the rules made there under the Boardhas appointed Mr. Sandeep Kumar an Internal Auditor of the Company for the financial year2019-2020 to check the internal controls and the functioning of the activities of theCompany and also recommends ways of improvement He has provided an Internal Audit Reportof the Company for the Financial Year ended March 31 2020. The Internal audit is carriedout quarterly basis and the report is placed in the Audit Committee Meeting and BoardMeeting for their consideration and direction.
dl COST AUDITOR
The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with theCompanies (Cost Records and Audit) Amendment Rules 2014the cost audit is not applicable to the Company.
13. SHARE CAPITAL
During the year under review the Authorized Share Capital of the Company is Rs.31000000 and the paid up equity share capital as on March 31 2020 is Rs. 30021720.
A. Issue of eqml.v shares with differential riahfe
The Company has not issued any equity shares with differentia] rights so no disclosureis required as per Rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014.
The Company has not issued sweat equity shares so no disclosure is required as perRule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.
C. Issue of employee stock options
The Company has not issued employee stock options so no disclosure is required as perRule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.
D. Provision of money bv company for purchase of its own share bv employees or bvtrustee for the benefit of employees
The Company has not made any provision for purchase of its own share of employees or bythe trustee for the benefit of employees so no disclosure is required as per Rule 16(4) ofthe Companies (Share Capital and Debentures) Rules 2014.
E. Issue of shares on preferential basis
The Company has not issued any share on preferential basis during the year.
14. LISTING FEES
Listing fees for financial year 2019-20 have been paid to BSE SME on which the sharesof the Company are listed.
15. EXTRACT OF THE ANNUAL RETURN
The extract of annual return in Form MGT 9 as required under Section 92(3) of theCompanies Act; 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 is available on the website of the Company at www.if1enteiprises.com.
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in Form No.MGT - 9 as 'Annexure-IT has been enclosed with the Board'sReport.
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The details of conservation of energy technology absorption foreign exchange andoutgo are as follows:
A. Conservation of energy
The company is not engaged in any manufacturing or processing activity as suchparticulars required to be given in terms of Section 134(3)(m) of the Companies Act 2013read with the Companies (Accounts) Rules 2014 regarding conservation of energy are notapplicable.
B. Technology absorption
The company is not engaged in any manufacturing or processing activity as suchparticulars required to be given in terms of Section 134(3)(m) of the Companies Act 2013read with the Companies (Accounts) Rules 2014 regarding technology absorption are notapplicable.
c. Foreign exchange earnings and outgo
There has been no expenditure and/or earning in foreign exchange.
Company has the following policies:
Policy on Preservation of Documents and Archives Management as per Regulation 9and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Policy for Disclosure of events/ information and Determination of materiality asper Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Policy on Materiality of Related Party Transactions as per Regulation 23(1) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Policy for determining material subsidiary as per SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
Above Policies are available on the website of the Company i.e. httn://www.ifieriternrises.com/#
18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
During the financial year 2019-20 no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in the future.
19. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to provisions of Section 135 of the Companies Act 2013 every company havinga Net Worth of Rupees Five Hundred Crore (Rs.500 Crore) or more; or Turnover of Rupees OneThousand Crore (Rs.1000 Crore) or more; or Net Profit is Rupees Five Crore (Rs.5 Crore) ormore during the immediately preceding financial year is required to constitute aCorporate Social Responsibility Committee ("CSR Committee") of the Board. Butthis provision is not applicable to your company; as during the immediately precedingfinancial year company has not reached this limit
20. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company was duly constituted in accordance with the provisions of theCompanies Act 2013. As of the date of the report; your company has the followingDirectors on its Board:
During the financial year 2019-2020 there was no appointment or resignation ofdirector of the company. Director's retiring by Rotation
Mr. Ashok Kumar Bansal (DIN: 07069510] will be retiring by rotation at the ensuingAnnual General Meeting and being eligible offer himself for re-appointment.
The Board of Directors on the recommendation of the Nomination and RemunerationCommittee recommends the re-appointment of aforesaid Director to the Members of theCompany at the ensuing Annual General Meeting.
B. Chief Financial Officer
There is no appointment resignation or any other changes in the position of the ChiefFinancial Officer of the Company.
c. Company Secretary & Compliance Officer & Internal Auditor
During thee Financial Year 2019-20 Mr. Sandeep Kumar has resigned from the post ofCompany Secretary and Compliance Officerof the Companyw.e.f 03.10.2020. The Board hasappointed Mr. Sandeep Kumar as Company Secretary and Compliance Officer of theCompanyw.e.f. 13.01.2020.
21. REMUNERATION OF KEY MANANGERIAl PERSONNEL
Ms. Dimple Mangal(CFO] the Key Managerial Personnel of the Company has beenpaid Gross monthly remuneration of Rs. Rs. 35000/- (Rupees Thirty Five Thousand Only)from 01.04.2019subject to the increment as decided by the Board of Directors of theCompany from time to time on the basis of her performance and policy of the Company.
Mr. Sandeep Kumar (Company Secretary) the Key Managerial Personnel of thecompany be paid Gross monthly remuneration of Rs. 12000/- (Rupees Twelve ThousandOnly)for the period from 01.04.2019 to 30.09.2019 and be paid a gross onthly remunerationof Rs. 15000 for the period 13.01.2020 to 31.03.2020 subject to the increment as decidedby the Board of Directors of the Company from time to time on the basis of his performanceand policy of the Company.
22. DECLARATION BY THE INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent Directors of die Companyconfirming that they meet the criteria of independence as prescribed under the CompaniesAct 2013 and Listing Regulations.
23. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a separate exercisewas carried out to evaluate the performance of individual Directors including theChairman of the Board who were evaluated on parameters such as level of engagement andcontribution and independence of judgment thereby safeguarding the interest of theCompany.
The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The board also carried out an annual performanceevaluation of the working of its Audit Nomination and Remuneration as well as stakeholderrelationship committee. The Directors expressed their satisfaction with the evaluationprocess. The Board of Directors reviewed all the laws applicable to the company preparedby the company and taking steps to rectify instances of non-compliances.
24. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors duly met nine(30.05.2019 23.07.2019 30.07.2019 14.08.201903.09.2019 03.10.2019 12.11.2019 13.01.2020 and 10.03.2020)timesduring the year inrespect of which notices were given and the proceedings were recorded and signed. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.The details ofBoardmeetings and the attendance of Directors in such meetings aregiven intheCorporate Governance Report forming part of this Annual Report.
25. COMMITTEES AND THEIR MEETINGS
A. Audit Committee
The Company has a Audit Committee of Directors in compliance with provisions of theCompanies Act 2013 and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
The Committee comprises of:
Ms. HimanshiKashyap (Chairman & Independent Director)
Mr. Manoj Kumar (Member Independent Director)
Mr. Gopal Bansal (Member Director) and
Mr. Sandeep Kumar (Secretary of the Audit Committee).
The terms of reference of the Audit Committee inter alia include overseeing thefinancial reporting process reviewing the financial statements and recommending theappointment of Auditors. All the recommendations made by Audit Committee were accepted.
During the year Four(30.05.201914.08.201912.11.2019and 13.01.2020) Audit CommitteeMeetings were held.
B. Nomination and Remuneration Committee
The Company has a Nomination & Remuneration Committee of Directors in compliancewith provisions of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The Committee's scope of work includesnominate the directors as per their qualifications experience and positive attributesdeciding on remuneration and policy matters related to remunerations of Directors andlaying guidelines for remuneration package or compensation etc.
The Committee comprises of:
Mr. HimanshiKashyap (Chairman & independent Director)
Mr. Manoj Kumar (Member Independent Director) and
Mr. Gopal Bansal (Member Non Executive Director).
During the year One (13.01.2020) Nomination and Remuneration Meeting was held.
Nomination and Remuneration Policy
The details of Nomination and Remuneration Policy are covered in the CorporateGovernance Report. It is hereby affirmed that the remuneration paid is as per RemunerationPolicy of the Company. The Nomination & Remuneration Policy is attached to this reportas an Annexure III.
C. Stakeholders Relationship Committee
The Company has a Stakeholder Relationship Committee of Directors in compliance withprovisions of the Companies Act 2013 and Regulation 20 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 to look into the redressal of complaints ofinvestors such as transfer or credit of shares non-receipt of dividend/notices /annualreports etc.
The Committee comprises of:
Ms. HimanshiKashyap (Chairperson & Independent Director)
Mr. Manoj Kumar (Member Independent Director) and
Mr. Ashok Kumar Bansal (Member Whole Time Director).
The Company has a Stakeholder Relationship Committee of directors to look into theredressal of complaints of investors such as transfer or credit of shares non-receipt ofdividend/notices /annual reports etc.
During the year one (13.01.2020) Stakeholders Relationship Committee Meetings wereheld.
Details of establishment of Vigil Meclianism/Wliistle Blower Policy for Directors andEmployees
The Company has a well framed vigil mechanism/whistle blower policy for its directorsand employees. The company believes in honesty integrity ethics transparency and goodconduct in its professional environment and provides such kind of environment to itsemployees and directors and always encourages its team to follow such standards in theiractivities. The directors employees and other team members are free to report on theissues which require genuine concern. An Audit Committee of the Board of directors has theresponsibility to review the functioning of vigil mechanism and the same has beenperformed by the committee periodically.
This policy is explained in the corporate governance report and also posted on tirewebsite at www.iilenterprises.cnmunde.r Corporate Governance section.
26. DETAILS OF SUBSIP1ARY/I0INT VENTURE/ ASSOCIATE COMPANIES
The Company does not have any Subsidiary/ Joint Venture/ Associate Companies.
27. PERFORMANCE AND FINANCIAL POSITION OF EACH QF THE SUBSIDIARIES. ASSOCIATES ANDIQINT VENTURE COMPANIES
The Company has no subsidiaries Joint Venture Companies so there is no requirement ofdescription of the performance of Subsidiaries and Joint Venture Companies.
28. PARTICULARS OF LOANS. GUARANTEE OK INVESTMENTS
Loans Guarantees and Investments covered under section 186 of the Companies Act 2013form part of the notes to the financial statement and same is provided in this AnnualReport.
29. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES
The Company has entered into contracts and arrangements with related parties andcomplied with the provisions of section 188 of the Companies Act 2013. Details of SuchContracts and Arrangements are enclosed as Annexure- IV in Form AOC-2.
The Company believes that the essence of Corporate Governance lies in the phrase"Your Company". The Chairman and Directors are 'Your" fiduciaries andtrustees. Their objective is to take the business forward in such a way that it maximizes"Your" long term value. Besides adhering to the prescribed Corporate Governancepractices as per SEB1 (Listing Obligations and Disclosure Requirements) Regulations 2015the company also endeavors to share information with its stakeholders openly andtransparently on matters which have a bearing on its economic and reputational interest.The Corporate Governance Report is a part of this Annual report.
A certificate from Secretarial Auditors of the company regarding the compliance of theconditions of Corporate Governance by the Company as stipulated under Schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is also attached tothis Annual Report.
31. HUMAN RESOURCES
The Management has a healthy relationship with the officers and the Employee.
32. PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration in excess oflimits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are mentioned below:
(A) Information as per Rule 511) of the Companies (Appointment and Remuneration ofManagerial Personnel) 2Q14
1. Remuneration of each Director and Key Managerial Personnel (KMP) along withparticulars of increase in remuneration during the financial year Ratio of remunerationof Directors to the Median Remuneration of employees.
1. The median remuneration of the Company for all its employees is Rs. 420000/-forthe financial year 2019-2020
2. The Percentage increase in median remuneration of employees in the Financial Year:11.11%
3. Number of permanent employees on the rolls of the Company: 3 (Three) (As at31stMarch2020).
4. Average percentile increase in managerial remuneration was NIL and average increasein the remuneration other than managerial personnel in 2019-20 is 2.12%. Remunerationincrease is dependent on the performance as a whole individual performance level; andalso market benchmarks.
6. Affirmation Pursuant to Rule 5(1)(xii) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 it is affirmed that the remunerationpaid to the Directors Key Managerial Personnel is as per the remuneration policy of theCompany.
33. SEXUAL HARRASEMENT
The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace andhas complied with the provisions relating to the constitution of Internal ComplaintsCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 No case was reported during the year under review.
33. RISK MANAGEMENT POLICY
The Board of Directors of the Company are of the view that currently no significantrisk factors are present which may threaten the existence of the company. During the yearyour Directors have an adequate risk management infrastructure in place capable ofaddressing those risks. The company manages monitors and reports on the principal risksand uncertainties that can impact its ability to achieve its strategic objectives. TheAudit Committee and Board of Directors review these procedures periodically. The company'smanagement systems organizational structures processes standards code of conduct andbehavior together form a complete and effective Risk Management System (RMS).
34. PREVENTI0N OF INSIDER TRADING
The Company has a Code of Conduct for Prevention of Insider Trading with a view toregulate trading in securities by the Directors and certain designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the trading window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
35. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE
Mr. Gopal Bansal is the nephew of Mr. Ashok Kumar Bansal 36.5ECRETAR1AL STANDARDS
Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) andSecretarial Standard on GeneralMeetings (SS-2) whenever it has applicable.Your Companywill comply with the other Secretarial Standards issued by the Institute of CompanySecretaries of India (ICSI)as and when they are made mandatory.
37. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to members ofthe Board and all employees in the course of day to day business operations of thecompany. The Code has been placed on the Company's website www.iflenterprises.com.The Codelays down the standard procedure of business conduct which is expected to be followed bythe directors and the designated employees in their business dealings and in particular onmatters relating to integrity in the work place in business practices and in dealing withstakeholders.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.
38. CAIJTIONARY NOTE
The statements forming part of the Board's Report may contain certain forward lookingremarks within the meaning of applicable securities laws and regulations. Many factorscould cause the actual results performances or achievements of the Company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements.
39. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with Clause (c) of sub-section (3) of Section 134 of the Companies Act2013 the Board of Directors of the company informed the members that:
( A) In the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards had been followed along with proper explanationrelating 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; and
(E) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
40 APPLICABILITY OF THE INDIAN ACCOUNTING STANPARP-S (INP AS)
The financial statements have been prepared in accordance with the Indian AccountingStandards (Ind AS) specified under section 133 of the Companies Act 2013 read with Rule3 of the Companies (Indian Accounting Standards) Rules 2015.
The Board expresses its sincere gratitude to the shareholders bankers and clients fortheir continued support. The Board also wholeheartedly acknowledges with thanks thededicated efforts of all the staff and employees of the Company.