Your Directors hereby present the 27th Annual Report for the year ended on31st March 2017. FINANCIAL RESULTS:
The summary of financial results of the Company are given here under:
(' in Lakhs)
|PARTICULAR ||2016-17 ||2015-16 |
|Turnover (Net) (including other income) ||Nil ||Nil |
|Profit/(Loss) before Interest Depreciation and Tax ||(8.92) ||(7.20) |
|Provision for Income Tax (Including Deferred Tax) ||Nil ||Nil |
|Profit/(Loss) for the year ||(8.92) ||(7.20) |
In view of loss your directors do not recommended any dividend for the under review.
(i) Share Capital
The paid up Equity Share Capital of the Company as on 31st March 2017 isRs.163.279 Lacs During the year under review the Company has neither issued shares withdifferential voting rights nor granted stock options or sweat equity.
(ii) Fixed Deposits
The Company has not accepted/renewed any public deposits during the year under review.
(iii) Particulars of loans guarantees or investments
Particulars of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the Notes to the Financial Statements.
MATERIAL CHANGES AND COMMITMENT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand on the date of signing of this report.
INTERNAL FINANCIAL CONTROLS
The company has adequate internal financial control system with reference to theFinancial Statements.
DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
No company has become or ceased to become the Subsidiary Joint venture or AssociateCompany during the year under review. The Company does not have any Subsidiary Jointventure or Associate Company.
Your Company has complied with all the mandatory requirements of Corporate Governancenorms as mandated by Regulation 15(2) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. A separate report onCorporate Governance together with the Certificate of Mr. Gaurang Shah a practicingCompany Secretary Ahmedabad (Mem. No. 38705) forms part of this Annual Report as "Annexure-A".
CORPORATE SOCIAL RESPONSIBILITY
The requirements of corporate social responsibility in terms of Section 135 of theCompanies Act 2013 does not apply to your company.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 thecompany has constituted the Nomination and Remuneration Committee and their policy andsame approved by the Board. The Policy is attached at "Annexure - B".
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure - C".
(i) Statutory Auditor
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s Naigam H. Shah & Co. Chartered AccountantsAhmedabad the existing Statutory Auditor of the Company has completed the maximum tenurethat he could hold as the Statutory Auditor of the Company hence Audit Committee hasrecommended to appoint new Auditors M/s. Mukesh Kumar Jain & Co. CharteredAccountants Ahmedabad (F. R. No. 106619W) as the Statutory Auditor of Company in placeof M/s Naigam H. Shah & Co. Chartered Accountants who shall hold office upto nextAnnual General Meeting. M/s. Mukesh Kumar Jain & Co. Chartered Accountants Ahmedabad(F. R. No. 106619W) have confirmed their eligibility to the effect that if theirappointment is made by the members in the ensuing Annual General Meeting it shall bewithin the prescribed limits and they have also confirmed that they are not disqualifiedfor such appointment.
Necessary resolution for appointment of the said Auditor is included in the Notice ofAGM for seeking approval of members.
(ii) 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 Mr. Gaurang Shah a practicing Company Secretary Ahmedabad (Mem. No. 38705) toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit isannexed herewith as "Annexure - D".
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE STATUTORY AUDITOR AND THE SECRETARIAL AUDITOR IN THEIR REPORTS
As regards point no. 1 of observation made by Secretarial Auditor in respect ofnonappointment of Internal Auditor the Directors state that there are necessary controlprocedures prevailing within the Company which is self-sufficient for exercising propercontrols.
As regards point no. 2 of observation made by Secretarial Auditor in respect ofnonappointment of Company Secretary as KMP of the Company the Directors state that theCompany is looking for the suitable candidate for the post of Company Secretary as KeyManagement Personnel of the Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has formulated a Whistle Blower policy to establish a vigil mechanism forDirectors and Employees of the Company to report concern about unethical behavior actualor suspected fraud or violation of the company's Code of Conduct. The details of theWhistle Blower Policy posted on the website of the Company www.ihfcl.com.
(i) Retirement by rotation
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Sandip B. Padsala retires by rotation and is eligible forreappointment.
(ii) Declarations by Independent Directors
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.
(iii) Board Evaluation
In compliance with the provisions of the Companies Act 2013 and Clause 49 of theListing Agreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsNomination & Remuneration Committee. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
(iv) Board Meetings
During the year Four (4) Board Meetings and four (4) Audit Committee Meetings wereconvened and held. The details are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofthe Section 134(3) (c) of the Companies Act 2013:
(i) That in the preparation of the annual financial statements for the year ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
(ii) That such accounting policies as mentioned in the Financial Statements asSignificant Accounting Policies' have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at 31st March 2017 and ofthe profit of the Company for the year ended on that date;
(iii) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(iv) That the annual financial statements have been prepared on a going concern basis;
(v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
(vi) That proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:
The company has one Executive Director and due to financial constraints being faced bythe company he has forgone remuneration. Further no sitting fees has been paid to anydirector during the financial year 2016-17.
The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:
|a) Employed throughout the year ||: Nil |
|b) Employed for part of the year ||: Nil |
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its future operations.
RELATED PARTY TRANSACTIONS
No Related Party Transactions were entered into during the financial year 2016-17. AllRelated Party Transactions entered into in the past were on an arm's length basis and werein the ordinary course of business. There are no materially significant Related PartyTransactions made by the Company with promoters directors Key Managerial Personnel orother designated persons which may have potential conflict with the interests of theCompany at large.
On the recommendation of the Audit Committee the Board of Directors has adopted apolicy on Related Party Transactions which is also uploaded on the website of the Company(www.ihfcl.com) under the head Investor Relations'. The Policy envisages theprocedure governing related party transactions required to be followed to ensurecompliance with the applicable laws and regulations as well as to ensure that the RelatedParty Transactions are managed and disclosed in accordance with the strict legal andaccounting requirements.
A statement of all related party transactions is presented before the Audit Committeeon a quarterly basis specifying the nature value and terms & conditions of thetransactions. The statement is supported by a certificate from the CEO.
None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review is presented ina separate section forming part of this Report.
REPORT ON THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREPRESSED ACT 2013.
In terms of section 22 of the SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSEL) ACT 2013 we report that during 201415 no case has been filedunder the said act.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:
The Company is not engaged in activities specified in Companies (Disclosure ofParticulars in Report of Board of Directors) Rules 1988 and as such the Company is notrequired to give information relating to conservation of energy. The Company is not usingany particular technology and as such information relating to technology absorption is notrequired to be given. There is no foreign exchange earnings and outgo during the yearunder review.
Your Directors also take this opportunity to place on record the co-operationassistance and continued support extended by the Banks Government Authorities andShareholders during the year under review.
|Regd. Office: || |
|International Housing Finance ||BY THE BOARD OF DIRECTORS |
|Corporation Ltd. ||FOR INTERNATIONAL HOUSING |
|CIN: L65910GJ1990PLC014436 ||FINANCE CORPORATION LTD. |
|"Moorti Bunglows" 5 Ashok Nagar || |
|B/h Sundervan Satellite || |
|Ahmedabad-380015 Gujarat ||SANDIPBHAI B. PADSALA |
|DATE: 14/08/2017 ||CHAIRMAN & MANAGING DIRECTOR |
| ||(DIN: 01870595) |