IFL Promoters Ltd.
|BSE: 511682||Sector: Financials|
|NSE: N.A.||ISIN Code: INE326D01031|
|BSE 00:00 | 28 Feb||IFL Promoters Ltd|
|NSE 05:30 | 01 Jan||IFL Promoters Ltd|
|BSE: 511682||Sector: Financials|
|NSE: N.A.||ISIN Code: INE326D01031|
|BSE 00:00 | 28 Feb||IFL Promoters Ltd|
|NSE 05:30 | 01 Jan||IFL Promoters Ltd|
The Members of
Your Board of Directors have the pleasure of presenting their 28th Director's Report ofthe Company together with the Audited Statement of Accounts for the Financial Year ended31st March 2020.
Due to the increasing financial cost and other factors the profits for the Company hadgone down. But the Company is of the view that the financial position of the Company willimprove considerably during the coming years. The brief financial details is given below.
OPERATING RESULTS AND PROFITS:
The Company has reported total income of Rs. 6170101/- for the current year ascompared to Rs. 22449776/- in the previous year. The Net Profit for the year underreview amounted to Rs. 1599982/- in the current year as compared to Profit of Rs. 588639/- in the previous year. Your board foresees high future prospects for the Company andis of the opinion that during the next year the Company will be in a position to earnprofits.
During the period the performance of your Company was satisfactory and the directorsare quite hopeful to improve the performance both in terms of turnover and profitabilityduring current year. The directors of your company also assure that they will do allneedful acts to achieve the set target.
The Board of Directors has not recommended any dividend for the financial year ended on31st March 2020. Since the Board has considered it financially prudent in the long-terminterest of the Company to re-invest the profits into the business of the Company to builda strong reserve base and to grow the business of the Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
TRANSFER TO RESERVES:
During the current year the Company has not transferred any profit into the GeneralReserve of the Company.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of the business of the Company.
On March 31 2020 the Authorized Share Capital of the Company is INR 96000000/-Divided into 96000000 Equity Shares of Rs. 1/- each
On March 31 2020 the paid-up capital stood at INR 72584000/- divided into7258400 Equity Shares of Rs. 1/- each. Under review there was no change in theCompany's Issued subscribed and paid-up equity share capital.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:
As a result of the pandemic the global economy is projected to contract sharply byNegative 3 percent in 2020 much worse than during the 2008 09 financial crisis. Till 24thMarch 2020 the operations of the Company were normal. Thereafter on announcement oflockdown there was no operating business activity except in case of some specificprocesses which are continuous in nature and take about a month to shut down till 23rdApril 2020. The effects of this will be on the financial Position of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
a) Responsibility of the Board of Directors: The Board of Directors have laid downadequate and efficient internal controls at all levels within the organization. TheCompany has adopted such policies and procedures which ensure orderly conduct of itsbusiness safeguarding of its assets the prevention and detection of frauds and errorsthe accuracy and completeness of the accounting records and the timely preparation ofreliable financial information.
b) Responsibility of the Auditors: Auditors played a significant role in the system ofinternal controls by performing evaluations and making recommendations for improvedcontrols. Auditor's made recommendations to management to improve controls based on systemtesting and control analysis. He obtained the evidences required for audit from number ofsources including using the work performed by others and performing auditing procedureshimself. The Company also has an Audit Committee who interacts with the StatutoryAuditors and Management in dealing with matters within its terms of reference. ThisCommittee mainly deals with accounting matters financial reporting and internal controls.
As a part of the business risk is the inherent part of the Business which can't beavoided but it can be reduced. The inherent risk associated with company's business isfrom the frequent change in key personals and fluctuations in the stock prices. Yourcompany is continuously improving its HR Policies and monitors & does extensiveresearch to minimize the risk. The Company is in the business of NBFC and the Board are inkeen interest in the growth of the Company. The Board has deliberately discussed thematter of improving its internal policies and external opportunities so that involved riskcan mitigate and desired growth goals can achieve.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have subsidiary joint venture or associate Company; henceProvisions of section 129(3) of the Companies Act 2013 relating to preparation ofconsolidated financial statement are not applicable.
NUMBER OF MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The Board/Committee Meetings areprescheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings. The notice of Board meeting is given wellin advance to all the Directors. The Agenda of the Board/Committee meetings is circulatedat least a week prior to the date of the meeting. The Agenda for the Board and Committeemeetings includes detailed notes on the items to be discussed at the meeting to enable theDirectors to take an informed decision. The Board met 6 (Six) times in financial year 2019-20 on the following dates
? 14.02.2020 ? 31.03.2020
Interval between any two meetings did not exceed 120 days.
COMMITTEES OF THE BOARD:
There are currently three Committees of the Board as follows:
Nomination and Remuneration Committee
Stakeholder Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
DEMATERIALIZATION OF SECURITIES:
The trading in the shares of your company has been allowed in Demat pursuant toagreement with NSDL and CDSL. Shareholders may avail this facility.
Pursuance with the Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the compliance with the corporate governance provisions asspecified in regulations 17 18 19 20 21 22 23 24 25 26 27 and clauses (b) to(i) of sub -regulation (2) of regulation 46 and para C D and E of Schedule V are notapplicable to our Company being: (a) a listed entity having paid up equity share capitalnot exceeding rupees ten Crore and net worth not exceeding rupees twenty five Crore as onthe last day of the previous financial year so that Corporate Governance report is notapplicable on our Company however the Company believes in adopting and adhering to allthe globally recognized corporate governance practices and continuously benchmarkingitself against such practices the Board is hereby enclosing Corporate Governance reportwith the director's report.
The requisite certificate from the Statutory Auditors of the Company confirmingcompliance with the conditions of corporate governance is attached to the report onCorporate Governance.
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO:
The particulars as required under the provisions of Section 134 (3) (m) of theCompanies Act 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 areherewith marked as "Annexure I" to this Report.
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns details of which have been given in the Corporate GovernanceReport annexed to this Report.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of internal Procedures and conduct for RegulatingMonitoring and Reporting of trades by Insiders with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code requirespre-clearance for dealing in the Company's shares and prohibits the purchase or sale ofCompany shares by the Directors and the designated employees while in possession ofunpublished price sensitive information in relation to the Company and during the periodwhen the trading window is closed. The Board is responsible for implementation of theCode. All Board of Directors and the designated employees have confirmed compliance withthe Code.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB -SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
There are no frauds reported by Auditors under subsection (12) of Section 143.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that (a) In the preparation of theannual accounts the applicable accounting standards had been followed along with properexplanation relating to material departures; (b) the directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end of the financial year and of the profit and loss of the Company forthat period; (c) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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; (e) Thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate an d were operating effectively; and Thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
a) Company has following directors during the financial year 2019-2020
i. Pawan Kumaar Garg
ii. Ayush Bhatt
iii. Priya Gautam
b) Changes in Directors and Key Managerial Personnel
c) Declaration by an Independent Director(s)
During the year 2019-2020 the Company has no independent directors: d) Formal AnnualEvaluation
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas: i. Attendance of Board Meetings and Board Committee Meetings ii.Quality of contribution to Board deliberations iii. Strategic perspectives or inputsregarding future growth of Company and its performance. iv. Providing perspectives andfeedback going beyond information provided by the management v. Commitment to shareholderand other stakeholder interests The evaluation involves Self- Evaluation by the BoardMember and subsequently assessment by the Board of Directors. A member of the Board willnot participate in the discussion of his / her evaluation.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
AUDITORS: Statutory Auditors
Pursuant to the provisions of section 139(8) of the Companies Act 2013 and rules framethereunder M/s. Kapish Jain & Associates Chartered Accountants (FRN:022743N) were appointed as a Statutory Auditors of the Company for the financial year2020-2021 in the board meeting held on 08th December 2020 in the casual vacancyarise due to resignation of M/s. D G & ASSOCIATES. and M/s Kapish Jain& Associates Chartered Accountants (FRN: 022743N) resigned from theiroffice on 15th January 2021 due to disagreement on Remuneration.
To fill the casual vacancy arise due to resignation of M/s. Kapish Jain &Associates the Board of Directors at their meeting held on 11th February2021 appointed M/s. Sumit Mohit & Company Chartered Accountants (Firm Reg.No. 021502N) till the conclusion of ensuing Annual General Meeting subject to approvalof shareholders in Annual General Meeting. It is proposed to appoint M/s. Sumit Mohit& Company Chartered Accountants (Firm Reg. No. 021502N) CharteredAccountants as the Statutory Auditors of the Company for a period of five years from theconclusion of 28th Annual General Meeting till the conclusion of 33rd Annual GeneralMeeting of the Company to be held in 2025 at such remuneration plus applicable taxes andout of pocket expenses as may be determined in consultation with the Auditors and dulyapproved by the members of the Company.
In terms of Section 138 of the Act and Rules made there under P.K GARG &Associates Chartered Accountants having its head Office at A-66 2nd FloorGuru Nanak Pura Vikas Marg Laxmi Nagar Delhi-110092 were appointed as Internal Auditorsfor the 5 five financial year from 2020 to 2025.
In terms of Section 204 of the Act and Rules made there under Vikas Verma &Associates (Company Secretaries) having its Registered Office at B-502 Statesman House148 Barakhamba Road New Delhi -110001 were appointed as Secretarial Auditors for thefinancial year 2019-20. The Secretarial Audit's Report for the financial year ended onMarch
31 2020 is annexed herewith marked as Annexure III to this Report.
There are no qualification or observations or remarks given by the Auditor in theirreport.
EXTRACT OF THE ANNUAL RETURN:
The extracts of Annual Return in Form No. MGT -9 as per Section 134 (3) (a) of theCompanies Act 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 ofCompanies (Management & Administration) Rules 2014 is annexed hereto and forms partof this report as Annexure V.
REGISTRAR AND TRANSFER AGENTS:
The work which required to be done in relation to shares in Demat and Physical mode areunder supervision of Registrar and Transfer Agent of the Company: M/ s Beetal Financial& Computer Services (P) Ltd 3rd Floor 99 Madangir (Behind Local Shopping Centre)Near Dada Harsukhdas Mandir New Delhi -110062
As required under Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the details of the ratio of the remuneration of each director & KMP to themedian employee's remuneration and other details are annexed hereto and forms part of thisreport.
PARTICULARS OF EMPLOYEES:
None of the employee had received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
During the year under review the Company has given not advanced any loans/ givenguarantees/ made investments. Your company has not directly or indirectly: a) Given anyloan to any person or other body corporate other than usual advances envisaged in acontract of supply of materials if any b) Given any guarantee or provide security inconnection with a loan to any other body corporate or person and c) acquired by way ofsubscription purchase or otherwise the securities of any other body corporate exceedingsixty percent of its paid -up share capital free reserve and securities premium accountor one hundred percent of its free reserves and securities premium account whichever ismore.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There had been no contracts or arrangements during the year 2019-20 which needsreporting under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014).
LISTING OF SHARES AT STOCK EXCHANGE:
The Equity Shares of Company are listed with Bombay Stock Exchange Limited (BSE Code511682 Scrip ID IFLPROMOT).
CASH FLOW STATEMENT:
As required under Regulation 34 of SEBI (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015 a cash flow statement as prepared in accordance with theAccounting Standard - 3 issued by the "Institute of Chartered Accountants ofIndia" is given along with Balance Sheet and Statement of Profit and Loss.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has framed a Policy on Prevention of Sexual Harassment at workplace. Therewere no cases reported during the year ended March 31 2020 under the Policy.
The Directors wish to place on record its appreciation for the continued co-operationextended by various Financial Institutions Bankers Govt. Departments and the members.The Directors also express their appreciation to the employees at all levels for theirdedicated services rendered to the Company.