Your Directors have pleasure in presenting the Tenth Annual Report of your Company with the Audited Financial Statements alongwith Auditor's Report for the year ended 31st March 2019.
1. BUSINESS OVERVIEW
During the year the Company has diversified its business activities along with its main object. Your Company has obtained Direct Selling Agency (DSA) of PNB Housing Finance Tata Capital Housing Finance Limited and IDFC.
The Company's financial Performance during its Tenth year of Operations is summarized below:
|Period ended||Period ended|
|Revenue from Operations||66093530||118054090|
|Expenses for the period||68360720||120028240|
|Profit/(Loss) before tax from continuing operations||433080||1038790|
|Current Income Tax for the period||(83330)||(217800)|
|Minimum alternate tax||8780||-|
|Profit/(Loss) for the period||318390||681230|
2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the Regulation 34(2)(e) of SEBI( Listing Obligations and Disclosure Requirements)Regulations 2015 the Management's Discussion and Analysis Report (MDAR)is set out in the Annual Report.
3. STATE OF THE COMPANY'S AFFAIRS.
During the year under ended March 31 2019Your company has achieved reveue of Rs. 66093530 compared to previous year of Rs. 118054090. The Net Profit after Tax is Rs. 318390 for the current year as aginst Rs. 681230 for the previous year.
The Board of Directors of the Company has decided not to recommend any dividend for the financial year under consideration due to operational losses.
5. TRANSFER TO GENERAL RESERVES
The Company has not transferred any sum to the General Reserves Account during the reporting period.
6. 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 Responsibility Report in their Annual Report. As the Company does not fall under top 500 listed Companies based on market capitalizationthereforethis regulation is not applicable to the Company.
7. CHANGES IN THE NATURE OF BUSINESS
There has been no change in the nature of business during the year under review by the Company.
8. MATERIAL CHANGES AND COMMITMENTS
There is no material change which may affect the financial position of the Company between the financial year and up to the date of this report.
9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Based on the framework of internal financial controls and compliance systems established and maintained by the Company work performed by the internal statutory and secretarial auditors and the reviews performed by management and the relevant board committees including the audit committee the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2018-2019. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis which forms part of this report.
10. PUBLIC DEPOSITS
During the year under review the company has not accepted any deposit under Section 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014.
a) STATUTORY AUDITOR
M/s V. N. Purohit & Co. Chartered Accountants were appointed as the Statutory Auditors of the Company to hold office for a period of 5 years i.e. until the conclusion of the Annual General Meeting of the Company to be held in the year 2020..
Pursuant to the amendments made to Section 139 of the Companies Act 2013 by the Companies (Amendment) Act 2017 effective from May 7 2018 the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.
The Auditors' Report is unmodified i.e. it does not contain any qualification reservation or adverse remark or disclaimer.
The Auditor's Report for financial year ended 2019 does not contain any qualification reservation or adverse remarks. All Observations made in the Independent Auditors' Report and Notes forming part of the
Financial Statements are self explanatory and do not call for any further comments and also there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act 2013 during the year. The Auditor's report is enclosed with the financial statements in this Auditor's Report.
b) SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company has appointed Ms. RachnaBhasin (CP No.: 12952 ACS: 23539) Practicing Company Secretaries to undertake the secretarial audit of the Company for the Financial Year 2018-2019.
Secretarial Audit Report
The Secretarial Audit Report for the financial year ended 31stMarch 2019 does not contain any qualification reservation or adverse remark. A copy of the Secretarial Audit Report(Form MR-3) as provided by the Company Secretary in Practice has been annexed to the Report. (Annexure-I)
c) INTERNAL AUDITOR
Pursuant to provisions of Section 138 read with the rules made there under the Board has appointed Mr. Sandeep Kumara an Internal Auditor of the Company for the financial year 2018-2019 to check the internal controls and the functioning of the activities of the Company and also recommends ways of improvement. He has provided an Internal Audit Report of the Company for the financial year ended March 31 2019. The Internal audit is carried out quarterly basis and the report is placed in the Audit Committee Meeting and Board Meeting for their consideration and direction.
d) COST AUDITORS
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Amendment Rules 2014 the cost audit is not applicable to the Company.
12. SHARE CAPITAL
During the year under review The paid up equity share capital as on March 31 2019 was Rs. 30021720/-. .
A. Issue of equity shares with differential rights
The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014.
B. Issue of sweat equity shares
The Company has not issued sweat equity shares so no disclosure is required as per Rule 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 per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.
D. Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees
The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the 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.
13. LISTING FEES
Listing fees for financial year 2019-20 have been paid to BSE SME on which the shares of the Company are listed.
14. EXTRACT OF THE ANNUAL RETURN
The extract of annual return in Form MGT 9 as required under Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014 is available on the website of the Company at www.iflenterprises.com.
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of the Annual Return in Form No.MGT 9 as `Annexure-II' has been enclosed with the Board's Report.
15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of conservation of energy technology absorption foreign exchange and outgo are as follows:
A. Conservation of energy
The company is not engaged in any manufacturing or processing activity as such particulars required to be given in terms of Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 regarding conservation of energy are not applicable.
B. Technology absorption
The company is not engaged in any manufacturing or processing activity as such particulars required to be given in terms of Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 regarding technology absorption are not applicable.
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 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Policy for Disclosure of events/ information and Determination of materiality as per 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) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Above Policies are available on the website of the Company i.e. http://www.iflenterprises.com/#
17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
During the financial year 2018-19 no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in the future.
18. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to provisions of Section 135 of the Companies Act 2013 every company having a Net Worth of Rupees Five Hundred Crore (Rs.500 Crore) or more; or Turnover of Rupees One Thousand Crore (Rs.1000 Crore) or more; or Net Profit is Rupees Five Crore (Rs.5 Crore) or more during the immediately preceding financial year is required to constitute a Corporate Social Responsibility Committee (CSR Committee) of the Board. But this provision is not applicable to your company; as during the immediately preceding financial year company has not reached this limit.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company was duly constituted in accordance with the provisions of the Companies Act 2013. As of the date of the report your company has the following Directors on its Board:
|S. No.||Name of Director||Designation||DIN||Date of Appointment||Date of Appointment at current designation|
|1||Mr. Ashok Kumar Bansal||Whole Time||07069510||10.08.2016||02.02.2018|
|2||Mr. Gopal Bansal||Director||01246420||01.03.2016||02.02.2018|
|3||Mr. Manoj Kumar||Independent||07539741||04.09.2018||28.09.2018|
During the year Mr. Pramod Sharma has given his resignation w.e.f. 04.09.2018 and Mr. Manoj Kumar has been appointed as an additional independent director w.e.f. 04.09.2018 and regularized as an independent director of the Company w.e.f. 28.09.2018.
B. Chief Financial Officer
There is no appointment resignation or any other changes in the position of the Chief Financial Officer of the Company.
C. Company Secretary & Compliance Officer & Internal Auditor
There is no appointment resignation or any other changes in the position of the Company Secretary and Compliance Officer of the Company.
20. REMUNERATION OF KEY MANANGERIAL PERSONNEL
Ms. Dimple Mangal(CFO) the Key Managerial Personnel of the Company has been paid Gross monthly remuneration of Rs. 30000/- (Rupees ThirtyThousand Only) from 01.04.2018 to 31.08.2018 and be paid Gross monthly salary of Rs. 35000/- (Rupees Thirty Five Thousand Only) from 04.09.2018 subject to the increment as decided by the Board of Directors of the Company 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 the company be paid Gross monthly remuneration of Rs. 12000/- (Rupees Twelve Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of his performance and policy of the Company.
21. DECLARATION BY THE INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act 2013 and Listing Regulations.
22. 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 exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out an annual performance evaluation of the working of its Audit Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process. The Board of Directors reviewed all the laws applicable to the company prepared by the company and taking steps to rectify instances of non-compliances.
23. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors duly met Five( 25.04.2018 26.05.2018 04.09.2018 14.11.2018 and 11.03.2019)timesduring the year in respect of which notices were given and the proceedings were recorded and signed. The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013.The details ofBoardmeetings and the attendance of Directors in such meetings are given in theCorporate Governance Report forming part of this Annual Report.
24. COMMITTEES AND THEIR MEETINGS
A. Audit Committee
The Board of Directors of the Company has constituted its Audit Committee by a Board Resolution dated 17thDecember 2016 and re-constituted on 04.09.2018.
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 the financial reporting process reviewing the financial statements and recommending the appointment of Auditors. All the recommendations made by Audit Committee were accepted.
During the year Four( 26.05.2018 03.09.2018 14.11.2018and 09.03.2019) Audit Committee Meetings were held.
B. Nomination and Remuneration Committee
The Board of Directors of the Company has re-constituted its Nomination & Remuneration Committee by a Board Resolution dated 04.09.2018 .
The Company has a Nomination & Remuneration Committee of Directors in compliance with provisions of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015. The Committee's scope of work includes nominate the directors as per their qualifications experience and positive attributes deciding on remuneration and policy matters related to remunerations of Directors and laying 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 (03.09.2018) Nomination and Remuneration Meeting was held.
Nomination and Remuneration Policy
The details of Nomination and Remuneration Policy are covered in the Corporate Governance Report. It is hereby affirmed that the remuneration paid is as per Remuneration Policy of the Company. The Nomination & Remuneration Policy is attached to this report as an Annexure III.
C. Stakeholders Relationship Committee
The Board of Directors of the Company has re-constituted its Stakeholder Relationship Committee by a Board Resolution dated 04.09.2018.
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 the redressal of complaints of investors such as transfer or credit of shares non-receipt of dividend/notices /annual reports etc.
During the year Four(05.04.2018 09.07.2018 08.10.2018 and 07.1.2019) Stakeholders Relationship Committee Meetings were held.
Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors and Employees
The Company has a well framed vigil mechanism/whistle blower policy for its directors and employees. The company believes in honesty integrity ethics transparency and good conduct in its professional environment and provides such kind of environment to its employees and directors and always encourages its team to follow such standards in their activities. The directors employees and other team members are free to report on the issues which require genuine concern. An Audit Committee of the Board of directors has the responsibility to review the functioning of vigil mechanism and the same has been performed by the committee periodically.
This policy is explained in the corporate governance report and also posted on the website atwww.iflenterprises.comunder Corporate Governance section.
25. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES
The Company does not have any Subsidiary/ Joint Venture/ Associate Companies.
26. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES
ASSOCIATES AND JOINT VENTURE COMPANIES
The Company has no subsidiaries Joint Venture Companies so there is no requirement of description of the performance of Subsidiaries and Joint Venture Companies.
27. PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS
Loans Guarantees and Investments covered under section 186 of the Companies Act 2013 form part of the notes to the financial statement and same is provided in this Annual Report.
28. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES
The Company has entered into contracts and arrangements with related parties and complied with the provisions of section 188 of the Companies Act 2013. Details of Such Contracts and Arrangements are enclosed as Annexure-IV in Form AOC-2.
29. CORPORATE GOVERNANCE CERTIFICATE
The Company believes that the essence of Corporate Governance lies in the phrase Your Company. The Chairman and Directors are Your fiduciaries and trustees. 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
Governance practices as per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the company also endeavors to share information with its stakeholders openly and transparently 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 the conditions of Corporate Governance by the Company as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is also attached to this Annual Report.
30. HUMAN RESOURCES
The Management has a healthy relationship with the officers and the Employee.
31. PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are mentioned below:
(A) Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
1. Remuneration of each Director and Key Managerial Personnel (KMP) along with particulars of increase in remuneration during the financial year Ratio of remuneration of Directors to the Median Remuneration of employees.
|Name of the Director/ and KMP||Designation||Remuneration (Rs.)||Increase (%)||Ratio of Director's Remuneration to Median remuneration|
|Mr. Gopal Bansal||Director||-||-||-|
|Mr. Sandeep Kumar||Company Secretary||144000/-||-||0.38:1|
|Ms. Dimple Mangal||Chief Financial Officer||395000||16.67%||1.04:1|
|Mr. Ashok Kumar Bansal||Whole Time Director||-||-||-|
|Mr. Manoj Kumar||Independent Director||-||-||-|
|Ms. HimanshiKashyap||Independent Director||-||-||-|
2. The median remuneration of the Company for all its employees is Rs. 378000/-for the financial year 2018-2019
3. The Percentage increase in median remuneration of employees in the Financial Year: 71.81%
4. Number of permanent employees on the rolls of the Company: 3 (Three) (As at 31st March 2019).
5. Affirmation Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 it is affirmed that the remuneration paid to the Directors Key Managerial Personnel is as per the remuneration policy of the Company.
32. SEXUAL HARRASEMENT
The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) 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 significant risk factors are present which may threaten the existence of the company. During the year your Directors have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The company's management systems organizational structures processes standards code of conduct and behavior together form a complete and effective Risk Management System (RMS).
34.PREVENTION OF INSIDER TRADING
The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain 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 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 Directors and the designated employees have confirmed compliance with the Code.
35. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER SE
None of the Directors are related to each other.
Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on GeneralMeetings (SS-2) whenever it has applicable.Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries 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 of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website www.iflenterprises.com.The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code.
The statements forming part of the Board's Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results performances or achievements of the Company to be materially different from any future results performances or achievements that may be expressed or implied by such forward looking statements.
39.DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with Clause (c) of sub-section (3) of Section 134 of the Companies Act 2013 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 31 2019 the applicable accounting standards had been followed along with proper explanation relating to material departures;
(B) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(C) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(D) The directors had prepared the annual accounts on a going concern basis; and
(E) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
40 APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND AS)
The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules 2015.
The Board expresses its sincere gratitude to the shareholders bankers and clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees of the Company.
|By the Order of the Board|
|For IFL Enterprises Limited|
|Ashok Kumar Bansal||Gopal Bansal|
|Date: 30.05.2019||(Whole Time Director)||(Director)|