DIRECTOR'S REPORT To, 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 23rd Director's Report of the company together with the Audited Statement of Accounts for the Financial Year ended 31st March 2015. OPERATING RESULTS AND PROFITS: Your company has earned profits during the current year. Total profit for the year was Rs. 8.51 Lacks (Previous Year Profit Rs. 4.20 Lacks). After provision for Depreciation of Rs. 21623 (Previous Year Rs. 25597), other prior period adjustments and income tax liability of Rs. 2,624. (Previous Year Rs. 1.61 Lacks) the net profit after tax adjustment is Rs. 3.49 Lacks (against previous Year Net Profit of Rs. 2.95 Lacks). COMPANY PERFORMANCE: During the period performance of your company was satisfactory and the directors are quite hopeful to recover the performance both in terms of turnover and profitability during current year. The directors of your company also assure that they will do all needful acts to achieve the set target. DIVIDEND: No Dividend has been recommended by the Board in view to conserve the resources of the Company and plugging 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 financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company'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 down adequate and efficient internal controls at all levels within the organization. The company has adopted such policies and procedures which ensure orderly conduct of its business, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. b) Responsibility of the Auditors: Auditors played a significant role in the system of internal controls by performing evaluations and making recommendations for improved controls. Auditors made recommendations to management to improve controls based on system testing and control analysis. He obtained the evidences required for audit from number of sources, including using the work performed by others and performing auditing procedures himself. The Company also has an Audit Committee, who interacts with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. This Committee mainly deals with accounting matters, financial reporting and internal controls. RISK PROFILING: As a part of the business, risk is the inherent part of the Business which can't be avoided but it can be reduced. The inherent risk associated with company's business is from the frequent change in key personals and fluctuations in the stock prices. Your company is continuously improving its HR Policies and monitors & does extensive research to minimize the risk. The company is in the business of NBFC and Board are keen interested in the growth of company. The Board has deliberately discussed the matter of improving its internal policies and external opportunities so that involved risk can mitigate and desired growth goals can achieve. SUBSIDIARY COMPANY: As on March 31, 2015, 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 policy and strategy apart from other Board business. The Board / Committee Meetings are prescheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board / Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. The Board met 6 (Six) times in financial year 2014-15 viz., 30.05.2014, 12.08.2014, 04.09.2014, 14.11.2014, 14.02.2015 and on 31.03.2015. The maximum interval between any two meetings did not exceed 120 days. COMMITTEES OF THE BOARD: During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows: • Audit Committee • Nomination and Remuneration Committee • Stakeholder Relationship Committee Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report. FIXED DEPOSITS: The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. 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 to agreement with NSDL and CDSL. Shareholders may avail this facility. CORPORATE GOVERNANCE: The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is also published elsewhere in this Annual Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION: The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken 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 the current year. There is no outgo of foreign exchange during the year 2014-15. Earnings: Nil Outgo: Nil VIGIL MECHANISM: The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report. 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 standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the 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 adequate accounting records in accordance with the provisions of this Act for safeguarding the 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) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DIRECTORS: A) Changes in Directors and Key Managerial Personnel In accordance with the Articles of Association of the Company Mr. Gaurav Gupta, who is liable to retire by rotation on this Annual General Meeting and being eligible offers himself for re-appointment. and pursuant to the provisions of Clause 49 of the Listing Agreement, brief resume of the director is furnished along with the Explanatory Statement to the notice to the Annual General Meeting. Mr. Navneet Vishnoi, Appointed as CFO of the company w.e.f. 31st March 2015. Mr. Pankaj Dogra, Appointed as CEO of the company w.e.f. 31st March 2015. Mr. Pankaj Singla, resigned as Independent Director of the company w.e.f. 04th September, 2015. Declaration by an Independent Director(s) The Board of Directors declare that the Independent Directors Mr. Tilak Raj Anand and Mr. Pankaj Singla are: (a) in the opinion of the Board, are persons of integrity and possesses relevant expertise and experience; (b) (i) not the 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 or associate Company; (c) not having pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year; (d) None of their relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company or their promoters, or directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately 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 been employee of the company or its holding, subsidiary or associate company in any of the three financial year immediately preceding the financial year in which he is proposed to be appointed; (ii) is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of - (A) a firm of auditors or company secretaries in practice or cost auditors or the company or its holding, subsidiary or associate company; or (B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm; (iii) holds together with his relative two per cent, or more of the total voting power of the company; or (iv) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or (f) possessing such other qualification as may be prescribed. Mr. Narender Kumar have given their consent to act as Director of the Company pursuant to Section 152 of the Companies Act, 2013, read with Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014 and have offered themselves to be appointed as the Independent Directors of the Company. Your Directors recommended their appointment as Independent Directors on the Board, in accordance with the provisions of Section 149 of the Companies Act, 2013 read with Companies (Appointment andQualification of Directors) Rules, 2014, as amended from time to time, in the ensuing Annual General Meeting. Formal Annual Evaluation The evaluation framework for assessing the performance of Directors comprises of the following key areas: i. Attendance of Board Meetings and Board Committee Meetings ii. Quality of contribution to Board deliberations iii. Strategic perspectives or inputs regarding future growth of Company and its performance iv. Providing perspectives and feedback going beyond information provided by the management v. Commitment to shareholder and other stakeholder interests The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation. CORPORATE SOCIAL RESPONSIBILITY: The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility. AUDITORS: M/s G.S. Goel & Co., Chartered Accountants, 20/18, Shakti Nagar, Delhi-110007, being Statutory Auditors of the company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to re-appoint them as Statutory auditors of the company to hold the office from the conclusion of this Annual General Meeting until the conclusion of Annual General Meeting for the financial year ending 31st March 2017, subject to ratification of the appointment by the members at every annual general meeting held after this annual general meeting.. AUDITORS REPORT: The Directors have gone through the Auditors reports in which Auditor has found some qualifications/discrepancy i.e. a. The Company has granted and taken unsecured interest free loans to parties and in their opinion except the rate of interest (interest free), other terms & conditions on which loans has been granted were not prima facie prejudicial to the company. The Directors have gone through the observation/qualification of the Statutory Auditor and formed their opinion that the unsecured Interest free loans given to various parties and taken from parties are in our opinion beneficial to the growth of the company in the long run. SHARE CAPITAL: The Board of Directors had not issued any sweat equity shares or equity shares with differential 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 the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 is annexed hereto as Annexure-A and forms part of this report. SECRETARIAL AUDIT REPORT: The Board of Directors of the Company has appointed K.S. & Associates, Practicing Company Secretaries to conduct the Secretarial Audit and her report on Company'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 are under 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 Managerial Remuneration: None of the director had drawn salary during the financial year ending 31st March 2015 and the key managerial personnel were appointed on 31st March 2015 and thus the provisions of Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company. Particulars of Employees None of the employee had received remuneration exceeding the limit as stated in rule 5(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/ given guarantees/ made investments. Your company has not directly or indirectly: a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any, b ) given any guarantee or provide security in connection with a loan to any other body corporate or person and c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more. Particulars of contracts or arrangements with related parties: There had been no contracts or arrangements during the year 2014-15 which needs reporting under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014). LISTING OF SHARES AT STOCK EXCHANGE: The Equity Shares of Company are listed with Bombay Stock Exchange Limited (BSE Code- 511682, Scrip ID IFLPROMOT). CASHFLOW STATEMENT: As required under clause-32 of the Listing Agreement, a cash flow statement, as prepared in accordance with the Accounting Standard-3 issued by the "Institute of Chartered Accountants of India", is given along with Balance Sheet and Statement of Profit and Loss. ACKNOWLEDGEMENT: The Directors wish to place on record its appreciation for the continued co-operation extended by various Financial Institutions, Bankers, Govt. Departments and the members. The Directors also express their appreciation to the employees at all levels, for their dedicated services rendered to the Company. For & on behalf of the Board of Directors of IFL PROMOTERS LIMITED GAURAV GUPTA Director, (DIN: 00207872) ANJANA GUPTA Director, (DIN: 00059090) Place: Delhi Date: 04/09/2015 |