The Members of IfL PROMOTERS LIMITED A-66 2st Floor Guru Nanak Pura Vikas Marg LaxmiNagar Delhi -110092
This is the immense pleasure of Board of Directors in presenting the 26thDirector's Report of the company together with the Audited Statement of Accounts for theFinancial Year ended 31st March 2018.
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 detail is given below.
|Particulars ||Year Ended 31.03.2018 ||Year Ended 31.03.2017 |
|Total Income/Revenue ||7169987 ||8049185 |
|Total Expenditure ||5850925 ||7007055 |
|Profit before Prior Period. Extraordinary item & Tax ||1319061 ||1042130 |
|Less. Provision against Standard Assets: ||480916 ||117325 |
|Profit before Extraordinary item & Tax ||838145 ||924805 |
|Extraordinary items ||0 ||0 |
|Profit before Tax ||838145 ||924805 |
|Less: Income Tax & Deferred Tax ||715698 ||350999 |
|Profit/(Loss)after Taxation ||122447 ||573806 |
OPERATING RESULTS AND PROFITS
Your company has earned profits during the current year. Total income for the year wasRs 71.70 Lacs (Previous Year Profit Rs 80.49 Lacs). The Net profit for the year underreview amounted to Rs 122447 in the current year as compared to Profit of Rs 573806 in theprevious year Your Board foresees high future prospects for the Company and is of theopinion that during the next year the Company will be in a position to earn profits.
During the period 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 recommended 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 commitments if any affecting the financialposition 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 report.
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. Auditors made recommendations to management to improve controls based on systemtesting and control analysis. He obtained the evidences required for audit fromnumber of sources including using the work performed by others and performing auditingprocedures himself
The Company also has an Audit Committee who interacts with the Statutory Auditor andManagement in dealing with matters within its terms of reference This Committee mainlydeals with accounting matters financial reporting and internal controls.
As a part of the business risk is the inherent part of the Business which cantbe avoided 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 Board are keen interested in the growth ofcompany The Board has deliberately discussed the matter of improying Its Internal policiesand external opportunities so that involved risk can mitigate and desired growth goals canachieve.
As on March 31 2018 the Company does not have any subsidiary.
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 well in advance to all the Directors. The Agendaof the Board / Committee meetings is circulated at least a week prior to the date of themeeting. The Agenda for the Board and Committee meetings includes detailed notes on theitems to be discussed at the meeting to enable the Directors to take an informed decision.
The Board met 7 (Seven) times in financial year 2017-18 viz. 30.05.2017 31.07.201710.08.2017 05.09.2017 28.10.2017 1411.2017 and on 1402.2018. The maximum intervalbetween 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 of thisAnnual 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 SF.BI (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 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 confirmingcompliance with the conditions of corporate governance is attached to the report onCorporate Governance.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION
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 in respectof Conservation of Energy and Technology Absorption have not been furnished consideringthe nature of activities undertaker by the Company during the year under review
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.
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
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of internal Procedures and conduct for Regulating.Monitoring 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 SECTION 143OTHER 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) of Section 134 of the
Companies Act. 2013. shall state that -
(a) In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures:
(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial 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;
(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and (f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
A) Changes in Directors and Key Managerial Personnel
As per Companies Act 2013 SEBI (Listing Obligations and Disclosure Requirements)Regulations. 2015 & Articles of Association of the company on the annual generalmeeting 1/3 directors required to retire by rotation on the board now 3 directors on theboard of the company in which 2 directors are independent directors and 1 director isAdditional Directors applicability of retire by rotation of directors is not applicableand Now one member proposed to appoint Mr. Pawan Kumar Garg as director in the forthcomingannual general meeting and who is retire by rotation.
Mrs. Anjana Gupta has resigned from the directorship w.e.f. 01.08.2017
Mr. Pawan Kumar Bhatt is a disqualified directors he is ceased from the board by Law
Mr. Ayush Bhatt was appointed as an additional director in the Board of Directorsmeeting held on 28.10.2017. Mr. Ayush Bhatt will retire at the conclusion of this annualgeneral meeting. The Board considers that his services will help the Company to growfurther and thus Mr. Pawan Garg member in writing along with requisite deposit underSection 160 of the Act has proposed his candidature for the office of Director at theforthcoming Annual General Meeting held on 29th September 2018. The director iseligible to be appointed as the director of the Company.
B) Declaration by an lndepgpdent Director(s)
The Board of Directors declared that the Independent Directors Mr. Tilak Raj Anand andMr. Narender Kumar are
(f.) in the opinion of the Board are persons of integrity and possesses relevantexpertise and experience;
(b) (i) not a promoter of the company or its holding subsidiary or associate company;
(ii) not related to promoters or directors in the company its holding subsidiary orassociate Company:
(c) not having pecuniary relationship 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 directorsamounting to two percent or more of its gross turnover of total income or fifty lakhrupees or such higher amount as may be presenbed 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 position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial year Immediately preceding the financial year in which he Is proposed tobe appointed;
(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 proposed to beappointed 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 associate company amounting to ten percent or more of the grossturnover of such firm;
(iii) holds together with his relative two per cent or more of the total voting power ofthe company: or
(iv) is a Chief Executive or director by whatever name called of any nonprofitorganization that receives twenty-five percent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; or
(f) possessing such other qualification as may be prescribed
C) Formal Annual Evaluation
The evaluation framework for assessing the performance of Directors comprises of thefollowing key
i Attendance of Board Meetings and Board Committee Meetings ii Quality of contributionto Board deliberations
iii strategic perspectives or inputs regarding future growth of Company and itsperformance.
iv. Providing perspectives and feedback going beyond information provided by themanagement
v. Commitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis / 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
M/s G.S. Goel & Co. Chartered Accountants Statutory Auditors of theCompany were appointed as. statutory auditors of the Company upto financial year ending 31thMarch 2022 subject to ratification by The members in even/ Annual General MeetingIn accordance with the Companies Act 2013 it is proposed to ratify the appointment ofAuditors for the financial year 2018-2019 from the conclusion of this Annual GeneralMeeting till the conclusion of the next Annual General Meeting.
The Directors have gone through the Auditors reports in which Auditor has found somequalificatioris/discrepancy i.e.
a. The Company has granted and taken unsecured interest free loans to parties and intheir opinion except the rate of interest (interest free) other terms & conditions onwhich loans has been granted were not prima fade prejudicial to the company
The Directors have gone through the observation/qualification of the Statutory Auditorand formed their opinion that the unsecured Interest free loans given to various partiesand taken from parties are in our opinion beneficial to 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) ofthe Companies Act- 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule12 of Companies (Management & Administration) Rules. 2014 is annexed hereto and formspart of this report
SECRETARIAL AUDIT REPORT:
The Board of Directors of the Company has appointed M/s. KS. & AssociatesPracticing Company Secretaries to conduct the Secretarial Audit and his report onCompany's Secretarial Audit is appended to this Report
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 nor advanced any loans/ givenguarantees/ made investments.
Your company has not directly or indirectly:
a) given any loan to any person or cither body corporate other than usual advancesenvisaged in a contract of supply of materials if any
b) given any guarantee or provide security in connection with a loan to any other bodycorporate or person and
c) acquired by way of subscription purchase or otherwise the securities of any otherbody corporate exceeding sixty percent of its paid-up share capital free reserve andsecurities premium account or one hundred percent of its free reserves and securitiespremium account whichever is more.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There had been no contracts or arrangements during the year 2017-18 which needsreporting under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts)
LISTING OF SHARES AT STOCK EXCHANGE:
The Equity Shares of Company are listed with Bombay Stock 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 accordance with theAccounting Standard- 3 issued by the "Institute of Chartered Accountants ofIndia" is given along with Balance Sheet and Statement of Profit and l oss.
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. 2018 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. TheDirectors also express their appreciation to the employees at all levels for theirdedicated services rendered to the Company
For & on behalf of the Board of Directors of IFL PROMOTERS LIMITED
|AYUSH BHATT ||NARENDER KUMAR |
|Director (DIN: 07974818) ||Director. (DIN: 07005298) |
|Place: Delhi || |
|Date: 05/09/2018 || |