Your Directors have pleasure in presenting the NinthAnnual Report of yourCompany with the Audited Financial Statements alongwith Auditor's Report for the yearended 31st March 2018.
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 IDFC.
STATEMENT OF AFFAIRS
The Company's Performance during its Ninth years of Operations is summarized below:
|FINANCIAL PERFORMANCE || || |
|Particulars ||Period ended 31.03.2018 ||Period ended 31.03.2017 |
|Revenue from Operations ||118054086 ||32327657 |
|Other Income ||3012944 ||3128371 |
|Expenses for the period ||120028240 ||36798700 |
|Profit/(Loss) before tax from continuing operations ||1038790 ||(1342672) |
|Current Income Tax for the period ||214486 ||128638 |
|Deferred Tax ||139761 ||(543524) |
|Profit/(Loss) for the period ||684542 ||(927786) |
2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the Regulation 34(2)(e) of SEBI( Listing Obligations and DisclosureRequirements)Regulations 2015 the anagement's Discussion and Analysis Report (MDAR) isset out in the Annual Report.
The Board of Directors of the Company has decided not to recommend any dividend for thefinancial year under consideration due to operational losses.
4. TRANSFER TO GENERAL RESERVES
The Company has not transferred any sum to the General Reserves Account during thereporting period.
5. 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 Companiesbased on market capitalizationthereforethis regulation is not applicable to the Company.
6. CHANGES IN THE NATURE OF BUSINESS
There has been no change in the nature of business during the year under review by theCompany.
7. 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.
8. 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 year2017-2018. The details in respect of internal financial control and their adequacy areincluded in the Management Discussion & Analysis which forms part of this report.
9. PUBLIC DEPOSITS
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) STATUTORY AUDITOR
M/s V. N. Purohit & Co. Chartered Accountants were appointed as the StatutoryAuditors of the Company to hold office for a period of 5 years i.e. until the conclusionof the Annual General Meeting of the Company to be held in the year 2020.
Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7th May2018 amending section 139 of the Companies Act 2013 the mandatory requirement forratification of appointment of Auditors by the Members at every AGM has been omitted andhence your Company has not proposed ratification of appointment of M/s V. N. Purohit &Co. Chartered Accountants at the forthcoming AGM.
The Auditors' Report is unmodified i.e. it does not contain any qualificationreservation or adverse remark or disclaimer.
The Auditor's Report for financial year ended 2018 does not contain any qualificationreservation or adverse remarks. All Observations made in the Independent Auditors' Reportand Notes forming part of the Financial
Statements are self explanatory and do not call for any further comments and alsothere is no incident of fraud requiring reporting by the auditors under section 143(12) ofthe Companies Act 2013 during the year. The Auditor's report is enclosed with thefinancial 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 hasappointed Ms. RachnaBhasin (CP No.: 12952 ACS: 23539) Practicing Company Secretaries toundertake the secretarial audit of the Company for the Financial Year 2017-2018.
Secretarial Audit Report
The Secretarial Audit Report for the financial year ended 31stMarch 2018does 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.
c) INTERNAL AUDITOR
Pursuant to provisions of Section 138 read with the rules made there under the Boardhas appointed Mr. Sandeep Kumaras an Internal Auditor of the Company for the financialyear 2017-2018 to check the internal controls and the functioning of the activities ofthe Company and also recommends ways of improvement. He has provided an Internal AuditReport of the Company for the financial year ended March 31 2018. The Internal audit iscarried out quarterly basis and the report is placed in the Audit Committee Meeting andBoard Meeting for their consideration and direction.
d) COST AUDITORS
The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.
11. SHARE CAPITAL
The paid up equity share capital as on March 31 2018 was Rs. 30021720/-. During theyear under review:
A. Issue of equity shares with differential rights
The Company has not issued any equity shares with differential rights so no disclosureis 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 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 by company for purchase of its own share by employees or bytrustee 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.
12. LISTING FEES
The Company has paid the Annual Listing Fees to the BSE SME for the financial year2018-19.
13. EXTRACT OF THE ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in Form No.MGT 9 as Annexure-II' has beenenclosed with the Board's Report.
14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
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.
During the year the Board of Directors of the Company has approved and adopted thefollowing 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.
16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
During the financial year 2017-18 no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in the future.
17. 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 any financial year is required to constitute a Corporate SocialResponsibility Committee ("CSR Committee") of the Board. But this provision isnot applicable to your company; as during in any previous financial year (including2017-2018) company has not reached this limit.
18. 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:
|Name of Director ||Designation ||DIN ||Date of Appointment |
|Mr. Ashok Kumar Bansal ||Whole Time Director ||07069510 ||10.08.2016 |
|Mr. Gopal Bansal ||Director ||01246420 ||01.03.2016 |
|Mr. Pramod Sharma ||Independent Director ||07539741 ||17.12.2016 |
|Ms. HimanshiKashyap ||Independent Director ||07681277 ||17.12.2016 |
During the year following changes took place on the Board:
|Name of Director ||Appointment Date ||Designation ||Date of appointment at current designation ||Resignation Date |
|Mr. Ashok Kumar Bansal ||10thAugust 2016 ||Whole Time Director ||2nd February 2018 || |
|Ms. HimanshiKashyap ||17th December 2016. ||Non-Executive Independent Director ||29th September 2017 ||- |
|Mr. Pramod Sharma ||17th December 2016. ||Non-Executive Independent Director ||29th September 2017 ||- |
|Mr. Gopal Bansal ||11th July 2016 ||Non Executive Director ||2nd February 2018 ||- |
|Mr. Mukesh Sharma ||30th September 2016 ||Executive Director ||29th September 2017 ||10th January 2018 |
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
There is no appointment resignation or any other changes in the position of theCompany Secretary and Compliance Officer of the Company.
19. REMUNERATION OF KEY MANANGERIAL PERSONNEL
Mr. Gopal Bansal (Director) the Key Managerial Personnel of the Company hasbeen paid Gross monthly remuneration of Rs.30 000/- (Rupees Thirty Thousand Only) tillJanuary 2018.
Ms. Dimple Mangal(CFO) the Key Managerial Personnel of the Company be paidGross monthly remuneration of Rs. 30000/- (Rupees Thirty Thousand Only) subject to theincrement as decided by the Board of Directors of the Company from time to time on thebasis 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 Thousand Only)subject to the increment as decided by the Board of Directors of the Company from time totime on the basis of his performance and policy of the Company.
20. DECLARATION BY THE INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the CompaniesAct 2013 and Listing Regulations.
21. 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.
22. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors duly met 8 (Eight) 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 ofBoard meetings and the attendance of Directors in such meetingsare given in theCorporate Governance Report forming part of this Annual Report.
23. COMMITTEES AND THEIR MEETINGS
A. Audit Committee
The Board of Directors of the Company has constituted its Audit Committee by a BoardResolution dated 17thDecember 2016. The Committee comprises of:
Mr. Pramod Sharma (Chairman & Independent Director)
Ms. HimanshiKashyap (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 4 (Four) 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 Feb 02 2018.
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. Pramod Sharma (Chairman & Independent Director)
Ms. HimanshiKashyap (Member Independent Director) and
Mr. Gopal Bansal (Member Non Executive Director).
During the year 2 (Two) Nomination and Remuneration Meetings were 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 Board of Directors of the Company has re-constituted its Stakeholder RelationshipCommittee by a Board Resolution dated Jan 10 2018.
The Committee comprises of:
Ms. HimanshiKashyap (Chairperson & Independent Director)
Mr. Pramod Sharma (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 4 (Four) Stakeholders Relationship Committee Meetings were held.
Details of establishment of Vigil Mechanism/Whistle 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.
24. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES
The Company does not have any Subsidiary/ Joint Venture/ Associate Companies.
25. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES ANDJOINT 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.
26. PARTICULARS OF LOANS GUARANTEE OR 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.
27. 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.
28. 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 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 SEBI (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.
29. HUMAN RESOURCES
The Management has a healthy relationship with the officers and the Employee.
30. 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 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014
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.
|Name of the Director/ and KMP ||Designation ||Remuneration ||Increase ||Ratio of Director's Remuneration to Median remuneration excluding Managing Director* ||Ratio of Director's Remuneration to Median remunerationx including Managing Director* |
| || ||(Rs.) ||(%) || || |
| || ||2017-2018 || || || |
|Mr. Gopal Bansal ||Director ||300000/- ||Nil ||1.36 ||1.15 |
|Mr. Sandeep Kumar ||Company Secretary ||141000/- ||9.09% ||0.64 ||0.54 |
|Ms. Dimple Mangal ||Chief Financial Officer ||342000 ||NA ||1.55 ||1.32 |
|Mr. Ashok Kumar Bansal ||Whole Time Director ||- ||- ||- ||- |
|Mr. Pramod Sharma ||Independent Director ||- ||- ||- ||- |
|Ms. ||Independent Director ||- ||- ||- ||- |
|HimanshiKashyap || || || || || |
2. The median remuneration ofemployees(MRE) exluding Managing Director is Rs.220000 and Rs. 257870 for the financial year 2017-2018 and financial year 2016-17respectively. The decrease in MRE excluding Managing Director in F.Y. 2017-18 as comparedto 2016-17 is 14.68%.
3. The median remuneration ofemployees(MRE) inluding Managing Director is Rs.260000 and Rs. 275740 for the financial year 2017-2018 and financial year 2016-17respectively. The decrease in MRE including Managing Director in F.Y. 2017-18 as comparedto 2016-17 is 5.71%.
4. Number of permanent employees on the rolls of the Company: 3 (Three) (As at 31stMarch 2018).
5. 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.
*Mr. Gopal Bansal received remuneration til Jan 2018 in the capacity of ManagingDirector. Thereafter designation of Mr. Gopal Bansal has been changed to Non-ExecutiveDirector w.e.f 02.02.2018.
31. SEXUAL HARRASEMENT
During the financial year there were no cases filed pursuant to the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
32. RISK MANAGEMENT
Risk Management is the systematic process of understanding measuring controlling andcommunicating organization's riskexposures while achieving its objectives. Risk Managementis an important business aspect in the current economicenvironment and its objective is toidentify monitor and take mitigation measures on a timely basis in respect of theeventsthat may pose risks for the business. The Company's risk management strategy is toidentify assess and mitigate anysignificant risks. We have established processes andguidelines along with a strong overview and monitoring framework atthe Board and SeniorManagement levels.
33. PREVENTION 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.
34. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER SE
None of the Directors are related to each other.
35. SECRETARIAL 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.
36. 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.
37. CAUTIONARY 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.
38. DIRECTOR'S 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 312018 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.
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.