The Members of
IFL PROMOTERS LIMITED
A-66 2st Floor
Guru Nanak Pura Vikas Marg
Laxmi Nagar Delhi-110092.
This is the immense pleasure of Board of Directors in presenting the 25thDirector's Report of the company to gether with the Audited Statement of Accounts for theFinancial Year ended 31st March 2017.
Due to the increasing financial c o st and other factors the profits for the Companyhad gone down. But the Company is of the view that the financial position of the Companywill improve considerably during the c oming years. The brief financial detail is givenbelow.
|Partic ulars ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Total Income/Revenue ||8049184.50 ||10612187.13 |
|Total Expenditure ||7007054.68 ||9789192.36 |
|Profit before Prior Period Extraordinary item & Tax ||1042129.82 ||822994.77 |
|Less: Provisi on against Standard Assets: ||117325.00 ||(282282.00) |
|Profit before Extraordinary item & Tax ||924804.82 ||1105276.77 |
|Extraordinary items ||0 ||0 |
|Profit before Tax ||924804.82 ||1105276.77 |
|Less: Income Tax & Deferred Tax ||350999.00 ||153385.00 |
|Profit/(Loss) after Taxation ||573805.82 ||951891.77 |
OPERATING RESULTS AND PROFITS:
Your company has earned profits during the current year. Total income for the year wasRs. 80.49 Lacs (Previous Year Profit Rs. 106.12 Lacs). The Net profit for the year underreview amounted to Rs. 573805.82 in the current year as compared to Profit of Rs.951891.77 in the previous year. Your Board foresees high future pro spects for the Companyand is of the opini on that during the next year the Company will be in a p o sition toearn profits.
During the peri o d performance of your Company was satisfactory and the directors arequite 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.
No Dividend has been rec ommended by the Board in view to conserve the resources of theCompany and ploughing it back for the operations of the Company.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of the business of the Company.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:
There have been no material changes and c ommitments if any affecting the financial po sition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the rep ort.
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 c ontrols at all levels within the organizati on. TheCompany has adopted such p olicies 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 rec ords and the timely preparati on ofreliable financial informati on.
b) Resp onsibility o f the Audit ors: Audit ors played a significant role in the systemo f internal c ontrols by performing evaluations and making recommendations for improvedcontrols. Auditors made rec ommendations to management to improve c ontrols based onsystem testing and c ontrol analysis. He obtained the evidences required for audit fromnumber of sources including using the work performed by others and performing auditingpro cedures himself.
The Company also has an Audit Committee who interacts with the Statutory AuditorsInternal Auditors and Management in dealing with matters within its terms of reference.This Committee mainly deals with acc ounting matters financial rep orting and internalcontrols.
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 sto ck prices. YourCompany is c ontinuously improving its HR Policies and m onitors & does extensiveresearch to minimize the risk.
The Company is in the business of NBFC and Bo ard are keen interested in the growth ofcompany. The Board has deliberately discussed the matter of improving its internalpolicies and external opp ortunities s o that involved risk can mitigate and desiredgrowth go als can achieve.
As on March 31 2017 the Company do es not have any subsidiary.
NUMBER OF MEETINGS OF THE BOARD:
The B oard meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Bo ard / C ommittee Meetings areprescheduled and a tentative annual calendar of the B oard and C ommittee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participati on in the meetings.
The notice of Board meeting is given well in advance t o all the Directors. The Agendaof the Board / C ommittee meetings is circulated at least a week pri or t o the date ofthe meeting. The Agenda for the Board and C ommittee meetings includes detailed notes onthe items to be discussed at the meeting to enable the Directors to take an informeddecisi on.
The Board met 7 (Seven) times in financial year 2016-17 viz. 30.05.2016 28.06.201614.08.2016 05.09.2016 14.11.2016 26.12.2015 and on 14.02.2017. The maximum intervalbetween any two meetings did not exceed 120 days.
COMMITTEES OF THE BOARD:
There are currently three C ommittees of the Board as follows:
Audit C ommittee
Nominati on and Remunerati on Committee
Stakeholder Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Rep ort on C orp orate Governance" a partof this Annual Report.
The Company has not accepted dep o sit 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) Regulati ons 2015 the c ompliance with the c orp orate governance provisions as specified in regulati ons 17 18 19 20 21 22 23 24 25 26 27 and clauses(b) to (i) of sub-regulation (2) of regulati on 46 and para C D and E of Schedule V arenot applicable to our Company being:
(a) a listed entity having paid up equity share capital not exceeding rupees ten croreand net worth not exceeding rupees twenty five crore as on the last day of the previousfinancial year so that Corporate Governance report is not applicable on our companyhowever the Company believes in adopting and adhering to all the globally recognizedcorporate governance practices and continuously benchmarking itself against suchpractices the Board is hereby enclosing Corporate Governance report with the director'sreport.
The requisite certificate from the Statutory Auditors of the Company confirming compliance with the c onditi ons of c orp orate governance is attached t o the rep ort on Corp orate Governance.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:
The particulars as required under the provisi ons of Secti on 134 (3) (m) of theCompanies Act 2013 read with Rule 8(3) of The C ompanies (Accounts) Rules 2014 inrespect of C onservati on of Energy and Technology Abs orpti on have not been furnished considering the nature of activities undertaken by the Company during the year underreview.
FOREIGN EXCHANGE EARNING AND OUT GO:
The company has not earned any foreign exchange from its business operation during thecurrent year. There is no outgo of foreign exchange during the year 2016-17.
|Earnings: ||Nil |
|Outgo : ||Nil |
The Company has established a vigil mechanism for Directors and employees to rep orttheir genuine concerns details of which have been given in the Corporate GovernanceReport annexed to this Rep ort.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Resp onsibility Statement referred to in clause (c) of sub-secti on (3)of Section 134 of the C ompanies Act 2013 shall state that -
(a) In the preparation of the annual acc ounts the applicable acc ounting standardshad been followed along with proper explanati on relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent s o as t o give a trueand fair view of the state of affairs of the company at the end of the financial year andof the profit and loss of the Company for that peri o d;
(c) The directors had taken proper and sufficient care for the maintenance of adequateacc ounting rec ords in acc ordance with the provisi ons 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 acc ounts on a going c oncern basis;
(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial c ontrols are adequate and were operatingeffectively; and
(f) The directors had devised proper systems t o ensure c ompliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
A) Changes in Directors and Kev Managerial Personnel
In acc ordance with the Articles of Associati on of the Company Mr. Pawan Kumar Bhatt(having DIN- 02372609) who is liable to retire by rotation on this Annual General Meetingand being eligible offers himself for re-appointment. and pursuant to the provisionsRegulation 36(3) of the SEBI (Listing Obligati ons and Disclosure Requirements)Regulations 2015 brief resume of the director is furnished along with the notice to theAnnual General Meeting.
Mr. Gaurav Gupta resigned from the directorship w.e.f. 28.06.2016.
Mr. Pawan Kumar Bhatt was app ointed as an additi onal director in the Board ofDirectors meeting held on 28.06.2016. Mr. Pawan Kumar Bhatt was regularized as a directorof the Company by the Shareholders in the Annual General Meeting held on 30thSeptember 2016..
B) Declaration bv an Independent Directorfs)
The Bo ard of Direct ors declare that the Independent Directors Mr. Tilak Raj Anand andMr. Narender Kumar are:
(a) in the opinion of the Board are persons of integrity and possesses relevantexpertise and experience;
(b) (i) no t a prom oter of the Company or its holding subsidiary or asso ciateCompany;
(ii) not related to prom oters or directors in the company its holding subsidiary orass ociate Company;
(c) not having pecuniary relati onship with the Company its holding subsidiary orassociate company or their promoters or directors during the two immediately precedingfinancial years or during the current financial year;
(d) None of their relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate Company or their promoters or direct orsam ounting to two percent or m ore of its gro ss turnover of total inc ome or fifty lakhrupees or such higher am ount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;
(e) by himself nor any of their relatives -
(i) holds or has held the p ositi on of a key managerial pers onnel or is or has beenemployee of the Company or its holding subsidiary or ass o ciate Company in any of thethree financial year immediately preceding the financial year in which he is prop o sed tobe app ointed;
(ii) is or has been an employee or propriety or a partner in any of the threefinancial years immediately preceding the financial year in which he is prop o sed to beapp ointed of-
(A) a firm of auditors or company secretaries in practice or cost auditors or thecompany or its holding subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or asso ciate Company am ounting to ten percent or m ore of thegro ss turnover of such firm;
(iii) holds together with his relative two percent or more of the total voting p owerof the company; or
(iv) is a Chief Executive or director by whatever name called of any nonprofitorganization that receives twenty-five percent or m ore of its receipts from the companyany of its prom o ters direct ors or its holding subsidiary or asso ciate Company orthat holds two percent or m ore of the total voting power of the company; or
(f) possessing such other qualificati on as may be prescribed.
C) Formal Annual Evaluation
The evaluati on framework for assessing the performance of Directors c omprises of thefollowing key areas:
i. Attendance of Bo ard Meetings and Board C ommittee Meetings
ii. Quality of c ontributi on to Bo ard deliberations
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance.
iv. Providing perspectives and feedback going beyond informati on provided by themanagement
v. C ommitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluati on by the Board Member and subsequentlyassessment by the Board of Directors. A member of the Board will not participate in thediscussi on of his / her evaluation.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to c onstitute a C orp orate So cial Resp onsibilityCommittee as it do es not fall within purview of Section 135(1) of the Companies Act 2013and hence it is not required to formulate p olicy on c orp orate s ocial resp onsibility.
M/s G.S. Goel & Co. Statutory Auditors c ompleted their term of officewithin the meaning of Section 139 of the Companies Act 2013 consequent where of M/s. DG & Associates was on recommendation by the Audit Committee at their meeting dated01.09.2017 proposed to be app ointed as Statutory Audit ors of the Company for a peri o do f five years subject to ratification at every annual general meeting. This app ointmentwhich is c onfirmed by the Audit-firm as meeting all the qualificati ons and eligibilityprescribed under the C ompanies Act 2013 applicable Rules and the provisions of SEBI(LODR) Regulati ons has now to have the approval of the shareholders at the forthc omingAnnual General Meeting o f the Company.
The Directors have gone through the Auditors reports in which Auditor has found somequalifications/discrepancy i.e.
a. The Company has granted and taken unsecured interest free lo ans to parties and intheir opini on except the rate of interest (interest free) other terms & conditi onson which lo ans has been granted were not prima facie prejudicial to the Company.
The Directors have gone through the observati on/qualification of the Statutory Auditorand formed their opini on that the unsecured Interest free loans given t o various partiesand taken from parties are in our opini on beneficial t o the growth of the company in thelong run.
The Board of Directors had not issued any sweat equity shares or equity shares withdifferential rights during the financial year under review.
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 & Administrati on) Rules 2014 is annexed heret o and forms partof this rep ort.
SECRETARIAL AUDIT REPORT:
The Bo ard of Directors of the Company has app ointed M/s. K.S. & Ass o ciatesPracticing Company Secretaries to conduct the Secretarial Audit and her report onCompany's Secretarial Audit is appended to this Rep ort.
REGISTRAR AND TRANSFER AGENTS:
The work which required t o be done in relati on to shares in Demat and Physical m o deare under supervisi on of Registrar and Transfer Agent of the Company:
M/s Beetal Financial & C omputer Services (P) Ltd
3rd Flo or 99 Madangir (Behind Local Shopping Centre)
Near Dada Harsukhdas Mandir New Delhi-110062
As required under C ompanies (App ointment and Remunerati on 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 thisrep ort.
PARTICULARS OF EMPLOYEES
None of the employee had received remunerati on exceeding the limit as stated in rule5(2) of the C ompanies (App ointment and Remuneration of Managerial Personnel) Rules2014.
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 any lo an to any person or other b o dy c orp orate other than usual advancesenvisaged in a c ontract of supply of materials if any
b) given any guarantee or provide security in c onnecti on with a lo an to any otherbody c orp orate or person and
c) acquired by way of subscription purchase or otherwise the securities of any other bo dy c orp orate exceeding sixty percent of its paid-up share capital free reserve andsecurities premium account or one hundred percent of its free reserves and securitiespremium acc ount whichever is more.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There had been no c ontracts or arrangements during the year 2016-17 which needs reporting under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of theC ompanies (Acc ounts) Rules 2014).
LISTING OF SHARES AT STOCK EXCHANGE:
The Equity Shares of Company are listed with B ombay Sto ck Exchange Limited (BSE Code- 511682 Scrip ID IFLPROMOT).
As required under Regulation 34 of SEBI (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015 a cash flow statement as prepared in acc ordance withthe Acc ounting Standard- 3 issued by the "Institute of Chartered Acc ountants ofIndia" is given along with Balance Sheet and Statement of Profit and Lo ss.
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 appreciati on t o the employees at all levels for theirdedicated services rendered t o the Company.
|F or & on behalf of the Bo ard of Directors of |
|IFL PROMOTERS LIMITED || |
|PAWAN KUMAR BHATT ||NARENDER KUMAR |
|Director (DIN: 02372609) ||Director (DIN: 07005298) |
|Place: Delhi || |
|Date: 05/09/2017 || |