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IFL Enterprises Ltd.

BSE: 540377 Sector: Others
NSE: N.A. ISIN Code: INE714U01016
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NSE 05:30 | 01 Jan IFL Enterprises Ltd
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VOLUME 6000
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P/E 46.96
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OPEN 10.80
CLOSE 10.80
VOLUME 6000
52-Week high 14.95
52-Week low 9.01
P/E 46.96
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

IFL Enterprises Ltd. (IFLENTERPRISES) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Eighth Annual Report of your Companywith the Audited Financial Statements along with Auditor's Report for the year ended 31stMarch 2017.

1. COMPANY BACKGROUND

IFL Enterprises Limited is involved in the business of acquisition trading of sharesstocks bonds etc. It also engaged in the business of all kinds of fabrics and othersimilar products. Your Company offers a diverse product range which includes heavy fabricand fabric related items. The entry barriers for the other players in the processing offabric products are very strong as textile industry has an essentially long gestationperiod both in terms of stabilization of production facilities as well as product.

The registered office of your Company is situated at D-16 I Floor Above ICICI BankPrashant Vihar Sector-14 Rohini Delhi-110085. The Company was incorporated on 23rdJanuary 2009. Also this year the Company has taken a step towards building brand imagethrough participation of the public in its shareholding. This year the company has come upwith an Initial Public Offer (IPO) of 1626000 equity shares of Rs.10/- each at a priceof Rs. 20/- per share (Issue Price) aggregating Rs. 325.20 Lakh at SME platform of BSE.

2. 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 Eighth years of Operations is summarized below:

FINANCIAL PERFORMANCE

(In Rs.)

Period ended Period ended
Particulars
31.03.2017 31.03.2016
Revenue from Operations 32327657 3376071
Other Income 3128371 545869
Expenses for the period 36798700 2049226
Profit/(Loss) before tax from continuing operations (1342672) 1872714
Current Income Tax for the period 128638 555701
Deferred Tax (543524) 22968
Profit/(Loss) for the period (927786) 1294045

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. DIVIDEND

The Board of Directors of the Company has decided not to recommend any dividend for thefinancial 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 thereporting period.

6. NON APPLICABILITY OF 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 capitalization thereforethis regulation is not applicable to theCompany.

7. CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business during the year under review by theCompany.

8. MATERIAL CHANGES AND COMMITMENTS

During the year the Company has come up with an Initial Public Offering (IPO) on SMEPlatform of BSE.

9. 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 year2016-2017. The details in respect of internal financial control and their adequacy areincluded 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 73of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014.

11. AUDITORS

a) STATUTORY AUDITOR

In terms of the first provision of section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s V.N. Purohit & Co. Chartered Accountantsas statutory auditors of the Company is placed for ratification by the shareholders.

Auditor's Report

The Auditor's Report for financial year ended 2017 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 callfor any further comments and also there is no incident of fraud requiring reporting bythe auditors under section 143(12) of the Companies Act 2013 during the year. TheAuditor'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 hasappointed Ms. RachnaBhasin (CP No.: 12952 ACS: 23539) Practicing Company Secretaries toundertake the secretarial audit of the Company for the Financial Year 2016-2017.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31stMarch 2017does 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 Kumaras an Internal Auditor of the Company for the financialyear 2016-2017 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 2017. The Internal audit iscarried out quarterly basis and the report is placed in the Audit Committee Meeting andBoard Meeting for their consideration and direction.

12. SHARE CAPITAL

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.

F. Issue of Bonus Shares

During the year pursuant to Section 63 of the Companies Act 2013 read with theCompanies (Share Capital and Debentures) Rules 2014 the Company has received the approvalof the members in Annual General Meeting for Bonus Issue. It has issued and allotted275234 Equity Shares of Rs. 10/- (Face Value) to the existing members in proportion ofOne new equity shares of Rs. 10/- each for every four existing equity shares of Rs. 10/-each

G. Issue of Equity Shares under Initial Public Offer (IPO)

During the year the Company has floated its 1626000 equity shares of Rs. 10/- eachat a premium of Rs. 10/- each through Initial Public Offer (IPO) on the BSE SME stockexchange.

13. LISTING FEES

The Company has paid the Annual Listing Fees to the BSE SME for the financial yearended 31stMarch 2017.

14. 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 been enclosed with theBoard's Report.

15. 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.

16. POLICIES

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 9 and30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Policy for Disclosure of events/ information and Determination of materiality as perRegulation 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 andDisclosure 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 2016-17 no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in the future.

18. 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 (including2016-2017) 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 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
1 Mr. Mukesh Sharma Whole Time Director 00274217 06.07.2015
2 Mr. Gopal Bansal Managing Director 01246420 01.03.2016
3 Mr. Ashok Kumar Bansal Director 07069510 10.08.2016
4 Mr. Pramod Sharma Additional Director 07539741 17.12.2016
5 Ms. HimanshiKashyap Additional Director 07681277 17.12.2016

A. Directors

During the year following changes took place on the Board:

Name of Director Appointment Date 11th July 2016 Regularization Date Resignation Date
1. Mr. Basant Mittal (Additional Director) 10thAugust 2016 30th September 2016 30th November 2016
2. Mr. Ashok Kumar Bansal - -
(Non Executive Director)
24th November 2016
3. Ms. KusumLata Bansal - 30th November 2016
(Executive Director)
25th February 2016
4. Ms. Charu Goyal - 25th November 2016
(Independent Director)
17th December 2016.
(Additional DirectorNon- Ensuing Annual
5. Ms. HimanshiKashyap -
Executive Independent General Meeting
Director)
17th December 2016.
(Additional Director Non- Ensuing Annual
6. Mr. Pramod Sharma -
Executive Independent General Meeting
Director)
11th July 2016
7. Mr. Gopal Bansal - -
(Managing Director)
30th September 2016 Tenure Expire on 29th
8. Mr. Mukesh Sharma (Whole Time Director) - September 2017

B. Chief Financial Officer

As of the date of this report Chief Financial Officer (CFO) of your Company is Ms.Dimple Mangal. She has been appointed by the Board in their meeting dated 01stMay 2017 in place of Ms. Bhanu Priya Agarwal who has resigned w.e.f. 25thApril 2017.

C. Company Secretary & Compliance Officer & Internal Auditor

During the year Mr. Sandeep Kumar has appointed as the Company Secretary andCompliance Officer and Internal Auditor of the Company.

20. REMUNERATION OF KEY MANANGERIAL PERSONNEL

Mr. Gopal Bansal (Managing Director) the Key Managerial Personnel of the Company bepaid Gross monthly remuneration of Rs.30 000/- (Rupees Thirty Thousand Only) subject tothe increment as decided by the Board of Directors of the Company from time to time on thebasis of his performance and policy of the Company.

Mr. Mukesh Sharma (Whole Time Director) the Key Managerial Personnel of the Company bepaid Gross monthly remuneration of Rs. 20000/- (Rupees Twenty Thousand Only) subject tothe increment as decided by the Board of Directors of the Company from time to time on thebasis of his performance and policy of the Company.

Ms. BhanuPriya Aggarwal (CFO) the Key Managerial Personnel of the Company be paidGross monthly remuneration of Rs. 50000/- (Rupees Fifty 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. After her resignation Ms. DimpleMangalhas been appointed as CFO on 01st May 2017 the Key Managerial Personnelof the Company be paid Gross monthly remuneration of Rs. 28000/- (Rupees Twenty EightThousand Only) subject 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 the company bepaid Gross monthly remuneration of Rs. 11000/- (Rupees Eleven Thousand Only) which hasbeen increased from Rs. 10000/- subject to the increment as decided by the Board ofDirectors of the Company from time to time on the basis of his performance and policy ofthe Company.

21. 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.

22. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(Listing Obligations Disclosure Requirements) Regulations 2015 a separate exercise wascarried out to evaluate the performance individual Directors including the Chairman ofthe Board who were evaluated on parameters such as level engagement and contribution andindependence of judgment thereby safeguarding the interest of the Company.

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 rectify instances of non-compliances.

23. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors duly met 20 (Twenty) times during the year in respect of whichnotices were given and proceedings were recorded and signed. The intervening gap betweenany two meetings was within the period prescribed by the Companies Act 2013.

24. 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 Chairman &Managing 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 only one meeting of the members of the Audit Committee was held.

B. Nomination and Remuneration Committee

The Board of Directors of the Company has constituted its Nomination & RemunerationCommittee by a Board Resolution dated 17thDecember 2016.

The Company has a Nomination & Remuneration Committee of Directors in compliancewith provisions of Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Committee's scope of work includesnominate the directors as per their qualifications experience 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. Ashok Kumar Bansal (Member Non Executive Director).

During the year no meeting of the members of the Nomination and Remuneration Committeewas 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 constituted its Stakeholder RelationshipCommittee by a Board Resolution dated 17thDecember 2016.

The Committee comprises of:

Ms. HimanshiKashyap (Chairperson & Independent Director)

Mr. Pramod Sharma (Member Independent Director) and

Mr. Mukesh Sharma (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 no meeting of the members of the Stakeholders RelationshipCommitteewas 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.

This policy is explained in the corporate governance report and also posted on thewebsite at www.iflenterprises.com under 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 ofdescription 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 2013form part of the notes to the financial statement and same is provided in this AnnualReport.

28. 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.

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 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.

30. BRIEF RESUME

As required under Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company provides a brief resume of Mr. Pramod SharmaMs. HimanshiKashyap who are going to regularize and Mr. Mukesh Sharma Whole Time Director(DIN:00274217) of the company who is re-appointed and re-designate as Director in theAnnual General Meeting.

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 5(1) of the Companies (Appointment and Remuneration ofManagerial 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
(Rs.) (%)
2016-2017
Mr. Gopal Bansal Managing Director 360000/- Nil 1.17:1
Mr. Mukesh Sharma Whole Time Director 240000/- Nil 0.78:1
Mr. Sandeep Kumar Company Secretary 74000/- 10 % 0.24:1
Ms. BhanuPriya Agarwal Chief Financial Officer 305740/- 66.6% 1:1
Mr. Ashok Kumar Bansal Director(Non-Executive) - - -
Mr. Pramod Sharma Independent Director - - -
Ms. HimanshiKashyap Independent Director - - -

2. The median remuneration of the Company for all its employees is Rs. 305740/- forthe financial year 2016-2017

3. The Percentage increase in median remuneration of employees in the Financial Year:31.87 %

4. Number of permanent employees on the rolls of the Company: Nine (As at 31st March2017).

5. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.

Managerial Personnel Employees other than Managerial Personnel
Increase in salary Increase in salary
52.5 % 50 %

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

During the financial year there were no cases filed pursuant to the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

34. 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.

35. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER –SE

None of the Directors are related to each other.

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. APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND AS)

As per Notification of Ministry of Corporate Affairs (MCA) on 16thFebruary2015 IND AS has come into force w.e.f.1stday of April 2015. As per clause(iii) of sub-rule (1) of Rule 4 of the Companies (Indian Accounting Standards) Rules2015 Companies having a net worth of Rs. 500 crore or less shall comply with Ind AS forthe accounting periods beginning on or after 01stApril2017.

As the net worth of the Company is Rs. 61078355/- and Rs. 30009428/- as on 31stMarch2017 and 31st March 2016 respectively which is below the threshold limit asper the above mentioned Rule Ind AS will be applicable to the Company w.e.f. 01st April2017.

38. DETAILS OF SPECIFIED BANK NOTES

The details of Specified Bank Notes (SBN) held and transacted during the period from 8thNovember 2016 to 30th December 2016 are mentioned under the notes of BalanceSheet.

39. 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.

40. 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 thepreparation of the annual accounts for the financial year ended March 31 2017 theapplicable accounting standards had been followed along with proper explanation relatingto material departures; (B) The directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company at the end ofthe 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 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) Thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

41. ACKNOWLEDGEMENT

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.

By the Order of the Board For IFL Enterprises Limited

Sd/- Sd/-
Gopal Bansal Mukesh Sharma
(Managing Director) (Whole Time Director)
DIN-01246420 DIN-00274217

Date: 30.05.2017 Place: Delhi