To,
Dear Members,
Your Directors have pleasure in presenting the Fourteenth (14th) Annual
Report of your Company with the Audited Financial Statements along with Auditors
Report for the year ended 31st March, 2023.
1. FINANCIAL PERFORMANCE
|
|
(In Lakhs) |
|
Standalone |
Consolidated |
| Particulars |
Period ended 31.03.2023 |
Period ended 31.03.2022 |
Period ended 31.03.2023 |
Period ended 31.03.2022 |
| Revenue from Operations |
554.56 |
145.63 |
817.42 |
- |
| Other Income |
91.66 |
109.15 |
129.56 |
- |
| Total Revenue |
646.22 |
254.77 |
946.98 |
- |
| Expenses for the period |
577.72 |
276.10 |
875.00 |
- |
| Profit/(Loss) before tax from continuing operations |
68.50 |
(21.33) |
71.98 |
- |
| Current Income Tax for the period |
(17.48) |
0 |
(20.0)8 |
- |
| Deferred Tax |
(0.18) |
(0.02) |
0.09 |
- |
| Profit/(Loss) for the period |
50.84 |
(21.31) |
51.81 |
- |
2. REVIEW OF OPERATIONS AND STATEMENT OF COMPANYS AFFAIRS:
During the year under review, your Company has achieved Total revenue of INR 646.22
Lakhs against the Total Revenue of INR 254.77 Lakhs in the Previous Year. During the year
under review the Company has earned profits of INR 50.84 Lakhs as compared to previous
year loss of INR 21.31. The management of the Company is putting their best efforts to
improve the performance of the Company.
3. DIVIDEND
The Board of Directors of the Company has decided not to recommend any dividend for the
financial year under consideration.
4. TRANSFER TO GENERAL RESERVES
The Company has not transferred any sum to the General Reserves Account during the
reporting period.
5. CHANGES IN THE NATURE OF BUSINESS
During the year under review the board in its meeting held on 05th March
2022, proposed to change the main object of company which is approved through postal
ballot on 24th April 2022.
6. MATERIAL CHANGES AND COMMITMENTS
After the closure of financial year till the date of this report the Company has split
the equity shares from the face value of Rs. 10/- each equity shares to face value of Rs.
01/- each equity shares vide shareholders approval date 12th April 2023 and the
company got the approval of stock exchange i.e. BSE Limited on 20.04.2023 and the share
splitted w.e.f. 21.04.2023.
Further, the company has issued bonus shares in the ration of 1:4 i.e. 4,54,80,860
equity shares vide shareholders approval dated 12.04.2023 and after the issuance of bonus
share the issued, subscribed and paid up share capital of the company increase to
22,74,03,880 divided into 22,74,03,880 equity shares of Rs. 01 each.
7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and the reviews performed by management and the relevant board
committees, including the audit committee, the board is of the opinion that the Companys
internal financial controls were adequate and effective during the financial year
2022-2023. The details in respect of internal financial control and their adequacy are
included in the Management Discussion & Analysis, which forms part of this report.
8. PUBLIC DEPOSITS
During the year under review, the company has not accepted any deposit under Section 73
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
9. AUDITORS
a) STATUTORY AUDITOR
Pursuant to the provisions of section 139(8) of the Companies Act, 2013 and rules frame
thereunder M/s. V. N. Purohit & Co., Chartered Accountants (FRN: 304040E) were
appointed as a Statutory Auditors of the Company till the financial year 2024-2025, has
been resigned from their office on 08th September 2022 due to pre-occupation
elsewhere.
To fill the casual vacancy arise due to resignation of M/s. V. N. Purohit & Co.,
the Board of Directors at their meeting held on 09 September 2022, appointed M/s. Kapish
Jain & Associates, Chartered Accountants (FRN: 022743N) for the financial year
2022-2023, subject to approval of shareholders in ensuing Annual General Meeting.
It is proposed to appoint M/s. Kapish Jain & Associates, Chartered Accountants
(FRN: 022743N), Chartered Accountants as the Statutory Auditors of the Company for a
period of five years from the conclusion of 14th Annual General Meeting held in
2023 till the conclusion of 19th Annual General Meeting of the Company to be
held in 2028, at such remuneration plus applicable taxes, and out of pocket expenses, as
may be determined in consultation with the Auditors and duly approved by the members of
the Company
Auditors Report
The Auditors Report for financial year ended March 31, 2023, does not contain any
qualification, reservation or adverse remarks. All Observations made in the Independent
Auditors Report and Notes forming part of the Financial Statements are self-explanatory
and do not call for any further comments and also, there is no incident of fraud requiring
reporting by the auditors under section 143(12) of the Companies Act, 2013 during the
year. The Auditors report is enclosed with the financial statements in this Auditors
Report.
b) 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 has
appointed M/s M/s Vikas Verma & Associates (FRN P2012DE081400) Company
Secretaries, to undertake the secretarial audit of the Company for the Financial Year
2022-2023.
Secretarial Audit Report
The Secretarial Audit Report for the financial year ended 31st March, 2023
does not contain any qualification, reservation or adverse remark. A copy of the
Secretarial Audit Report (Form MR-3) as provided by the Company Secretary in Practice has
been annexed to the Report. (Annexure-A)
c) INTERNAL AUDITOR
Pursuant to provisions of Section 138, read with the rules made there under, the Board
has appointed M/s Pooja K Agrawal & Associates a Chartered Accountant Firm having FRN:
150906W as an Internal Auditor of the Company for the financial year 2022-2023, to check
the internal controls and the functioning of the activities of the Company and also
recommends ways of improvement. He has provided an Internal Audit Report of the Company
for the financial year ended March 31, 2023. The Internal audit is carried out quarterly
basis and the report is placed in the Audit Committee Meeting and Board Meeting for their
consideration and direction.
d) COST AUDITORS
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, the cost audit is not applicable to the Company.
10. SHARE CAPITAL
The Authorized Share Capital of the Company increased from existing INR 3,10,00,000/-
(Indian Rupees Three Crore Ten Lakh Only) divided into 31,00,000 (Thirty One Lakh) Equity
Shares of INR 10/- (Rupees Ten Only) each to INR 30.06.00. 000/- (Indian Rupees Thirty
Crore Six Lakh Only) divided into 3,00,60,000 (Three Crore Sixty Thousand) Equity Shares
of INR 10/- (Rupees Ten Only) each by inserting 2,69,60,000 (Two Crore Sixty Nine Lakh
Sixty Thousand) Equity Shares vide resolution passed on 24th April 2022 through
postal ballot.
During the year under review the Issuer, subscribed and paid up share capital of the
company increased from 3.00. 21.720 divided into 3002172 equity shares of Rs 10 each to
9,09,61,720 divided into 9096172 equity shares of Rs. 10 each pursuant to issuance of
6094000 equity shares against the convertible warrant.
Further, Issuer, subscribed and paid up share capital of the company increased from Rs.
9,09,61,720 divided into 9096172 equity share of Rs. 10 to 18,19,23,440 divided into
18192344 equity shares of Rs. 10 each due to issuance of bonus shares in the ratio on 1:1.
As on 31st March 2023 the issued subscribed and paid up share capital of the
company stood at 18,19,23,440 divided into 18192344 equity shares of Rs. 10 each.
11. EXTRACT OF THE ANNUAL RETURN
The extract of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12
of the Companies (Management and Administration) Rules, 2014 is available on the website
of the Company at http://www.iflenterprises.com/.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies
Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at
"Annexure-C".
13. BUSINESS RESPONSIBILITY REPORT
As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top five hundred (500)
listed entities based on market capitalization shall contain the Business Responsibility
Report in their Annual Report. As the Company does not fall under top 500 listed Companies
based on market capitalization, therefore, this regulation is not applicable to the
Company.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the Regulation 34(2)(e) of SEBI Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Managements Discussion and Analysis Report (MDAR) is
set out in the Annual Report.
15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
During the financial year 2022-23, no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and companys
operations in the future.
16. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to provisions of Section 135 of the Companies Act, 2013, every company having
a Net Worth of Rupees Five Hundred Crore (Rs.500 Crore) or more; or Turnover of Rupees One
Thousand Crore (Rs.1000 Crore) or more; or Net Profit is Rupees Five Crore (Rs.5 Crore) or
more during the immediately preceding financial year, is required to constitute a
Corporate Social Responsibility Committee ("CSR Committee") of the Board. But
this provision is not applicable to your company; as during the immediately preceding
financial year, company has not reached this limit.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company was duly constituted in accordance with the provisions of the
Companies Act, 2013. As of the date of the report, your company has the following
Directors on its Board:
| S. No. Name of Director |
Designation |
DIN |
Date of Appointment |
Date of Appointment at current designation |
Date of Resignation |
| 1 Ms. Dolar Kirit Shah |
Managing Director |
09515662 |
05.03.2022 |
24.03.2022 |
17.08.2023 |
| 2 Mr. Samad Ahmed Khan |
Non Executive - Independent Director |
09527456 |
05.03.2022 |
29.09.2017 |
|
| 3 Ms. Vinaben Kanaiyalal Joshi |
Non Executive Director |
07900014 |
13.05.2022 |
28.09.2018 |
|
| 4 Ms. Falguni Mehal Raval |
Non Executive Independent Director |
08605075 |
07.07.2022 |
09.09.2022 |
|
| 5 Mr. Kamlesh Kanaiyalal Joshi |
Managing Director |
05141194 |
17.08.2023 |
17.08.2023 |
|
| 6 Ms. Dolar Kirit Shah |
Chief Financial Officer |
09515662 |
05.03.2022 |
05.03.2022 |
17.08.2023 |
| 7. Mr. Kamlesh Kanaiyalal Joshi |
Chief Financial Officer |
05141194 |
17.08.2023 |
17.08.2023 |
|
| 8. Mr. Faizan Ajmerwala |
Director |
09527629 |
05/03/2022 |
24/04/2022 |
13/05/2022 |
| 9. Ms. Shweta Dusad |
Company Secretary & Compliance Officer |
DBAPD7999M |
24/03/2022 |
24/03/2022 |
|
During the year under review following changes took place in the Board of Directors and
Key Managerial Persons:
1. Mr. Faizan Ajmerwala regularized as director on 24.04.2022 and resigned from the
post of director on 13.05.2023
2. Ms. Falguni Mehal Raval regularized as a director on 09.09.2022
3. Mr. Dolar Kirit shah resigned from the post of Managing Director and Chief Financial
Officer w.e.f. 17.08.2023
4. Mr. Kamlesh Kanaiyalal Joshi appointed as a Managing Director and Chief Financial
Officer of the Company w.e.f. 17.08.2023
18. DECLARATION BY THE INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the Companies
Act, 2013 and Listing Regulations.
19. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise
was carried out to evaluate the performance of individual Directors, including the
Chairman of the Board who were evaluated on parameters such as level of engagement and
contribution and independence of judgment thereby safeguarding the interest of the
Company.
The performance evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and the Non Independent Directors was
carried out by the Independent Directors. The board also carried out an annual performance
evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder
relationship committee. The Directors expressed their satisfaction with the evaluation
process. The Board of Directors reviewed all the laws applicable to the company, prepared
by the company and taking steps to rectify instances of non-compliances.
20. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors duly met 11 times during the year i.e. (28.05.2022, 31.05.2022,
07.07.2022, 15.07.2022, 23.07.2022, 09.09.2022, 30.09.2022, 12.11.2022, 13.02.2023,
09.03.2023, 30.03.2023) in respect of which notices were given and the proceedings were
recorded and signed. The intervening gap between any two meetings was within the period
prescribed by the Companies Act, 2013.The details of Board meetings and the attendance of
Directors in such meetings are given in the Corporate Governance Report forming part of
this Annual Report.
21. COMMITTEES AND THEIR MEETINGS
A. Audit Committee
The Company has an Audit Committee of Directors in compliance with provisions of the
Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Committee comprises of:
• Mr. Samad Ahmed Khan (Chairman & Independent Director),
• Ms. Falguni Mehal Raval (Member, Independent Director),
• Msr Dolar Kirit Shah (Member, Executive Director) and
• Ms. Shweta Dusad (Secretary of the Audit Committee).
The terms of reference of the Audit Committee inter alia include overseeing the
financial reporting process, reviewing the financial statements and recommending the
appointment of Auditors. All the recommendations made by Audit Committee were accepted.
During the year Five (28.05.2022, 23.07.2023, 12.11.2022, 01.01.2023,
15.01.2023, 10.03.2023) Audit Committee Meetings were held.
B. Nomination and Remuneration Committee
The Company has a Nomination & Remuneration Committee of Directors in compliance
with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The Committees scope of work includes
nominate the directors as per their qualifications, experience and positive attributes,
deciding on remuneration and policy matters related to remunerations of Directors and
laying guidelines for remuneration package or compensation etc.
The Committee comprises of:
• Mr. Samad Ahmed Khan (Chairman & Independent Director),
• Ms. Falguni Mehal Raval (Member, Independent Director) and
• Mr. Vinaben Kanaiyalal Joshi (Member, Non - Executive Director).
During the year 01 Nomination and Remuneration Committee Meeting was held on
09.09.2022.
C. Stakeholders Relationship Committee
The Company has a Stakeholder Relationship Committee of Directors in compliance with
provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 to look into the redressal of complaints of
investors such as transfer or credit of shares, non-receipt of dividend/notices /annual
reports, etc.
The Committee comprises of:
• Mr. Samad Ahmed Khan (Chairperson & Independent Director),
• Ms. Falguni Mehal Raval (Member, Independent Director) and
• Mr. Dolar Kirit Shah (Member, Executive Director).
The Company has a Stakeholder Relationship Committee of directors to look into the
redressal of complaints of investors such as transfer or credit of shares, non-receipt of
dividend/notices /annual reports, etc.
During the year One Stakeholders Relationship Committee Meetings were held on
09.09.2022.
Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors and
Employees
The Company has a well framed vigil mechanism/whistle blower policy for its directors
and employees. The company believes in honesty, integrity, ethics, transparency and good
conduct in its professional environment and provides such kind of environment to its
employees and directors and always encourages its team to follow such standards in their
activities. The directors, employees and other team members are free to report on the
issues which require genuine concern. An Audit Committee of the Board of directors has the
responsibility to review the functioning of vigil mechanism and the same has been
performed by the committee periodically.
This policy is explained in the corporate governance report and also posted on the
website at www.iflenterprises.com under Corporate Governance section.
22. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES
During the year under review M/s Yamunashtakam Tradeventures Private Limited has become
the subsidiary of the Company.
Further, The Company does not have any Joint Venture/ Associate Companies.
23. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES
The Company has no subsidiaries, Joint Venture Companies so there is no requirement of
description of the performance of Subsidiaries and Joint Venture Companies.
24. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013
form part of the notes to the financial statement and same is provided in this Annual
Report.
25. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES
The Company has entered into contracts and arrangements with related parties and
complied with the provisions of section 188 of the Companies Act, 2013. Details of Such
Contracts and Arrangements are enclosed as Annexure-B in Form AOC-2.
26. CORPORATE GOVERNANCE CERTIFICATE
The Company believes that the essence of Corporate Governance lies in the phrase
"Your Company". The Chairman and Directors are "Your" fiduciaries and
trustees. Their objective is to take the business forward in such a way that it maximizes
"Your" long-term value. Besides, adhering to the prescribed Corporate Governance
practices as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the company also endeavors to share information with its stakeholders openly and
transparently on matters which have a bearing on its economic and reputational interest.
The Corporate Governance Report is a part of this Annual report.
A certificate from Secretarial Auditors of the company regarding the compliance of the
conditions of Corporate Governance by the Company as stipulated under Schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is also attached to
this Annual Report.
27. HUMAN RESOURCES
The Management has a healthy relationship with the officers and the Employee.
28. PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration in excess of
limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are mentioned below:
(A) Information as per Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
1. Remuneration of each Director and Key Managerial Personnel (KMP) along with
particulars of increase in remuneration during the financial year, Ratio of remuneration
of Directors to the Median Remuneration of employees.
| Name of the Director/ and KMP |
Designation |
Remuneration (in Lakhs.) 2022-2023 |
| Mr. Dolar Kirit Shah |
Managing Director & CFO |
2.50 |
| Ms. Vinaben Kanaiyalal Joshi |
Non-Executive Director |
0.17 |
| Mr. Samad Ahmed Khan |
Non-Executive - Independent Director |
0.10 |
| Mr. Sandeep Kumar |
Past Company Secretary and Compliance Officer |
0.78 |
29. SEXUAL HARRASEMENT
The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and
has complied with the provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. No case was reported during the year under review.
33. RISK MANAGEMENT POLICY
The Board of Directors of the Company are of the view that currently no significant
risk factors are present which may threaten the existence of the company. During the year,
your Directors have an adequate risk management infrastructure in place capable of
addressing those risks. The company manages monitors and reports on the principal risks
and uncertainties that can impact its ability to achieve its strategic objectives. The
Audit Committee and Board of Directors review these procedures periodically. The companys
management systems, organizational structures, processes, standards, code of conduct and
behavior together form a complete and effective Risk Management System (RMS).
34. PREVENTION OF INSIDER TRADING
The Company has a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and certain designated employees of the
Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits
the purchase or sale of Company shares by the Directors and designated employees while in
possession of unpublished price sensitive information in relation to the Company and
during the period when the trading window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
35. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE
None of the Directors are related to each other.
36.SECRETARIAL STANDARDS
Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and
Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company
will comply with the other Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI)as and when they are made mandatory.
37. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to members of
the Board and all employees in the course of day to day business operations of the
company. The Code has been placed on the Companys website www.iflenterprises.com. The
Code lays down the standard procedure of business conduct which is expected to be followed
by the directors and the designated employees in their business dealings and in particular
on matters relating to integrity in the work place, in business practices and in dealing
with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code.
38. CAUTIONARY NOTE
The statements forming part of the Boards Report may contain certain forward looking
remarks within the meaning of applicable securities laws and regulations. Many factors
could cause the actual results, performances or achievements of the Company to be
materially different from any future results, performances or achievements that may be
expressed or implied by such forward looking statements.
39. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with Clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013, the Board of Directors of the company informed the members that:
(A) In the preparation of the annual accounts for the financial year ended March 31,
2023, 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; and
(E) 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.
40 APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND AS)
The financial statements have been prepared in accordance with the Indian Accounting
Standards (Ind AS) specified under section 133 of the Companies Act, 2013, read with Rule
3 of the Companies (Indian Accounting Standards) Rules, 2015.
41 CORPORATE GOVERNANCE:
Report on Corporate Governance, Pursuant to Regulation 34 read with Schedule-V of SEBI
(LODR) Regulations, 2015, and Certificate on Compliance of Corporate Governance form part
of this Report
42 Migration from SME to Main Board
During the year under review the Company migrate from SME Platform of BSE Limited to
Main board of BSE Limited.
43 ACKNOWLEDGEMENT
The Board expresses its sincere gratitude to the shareholders, bankers and clients for
their continued support. The Board also wholeheartedly acknowledges with thanks the
dedicated efforts of all the staff and employees of the Company.
|
|
By the Order of the Board |
|
|
For IFL Enterprises Limited |
| Date: 24/08/2023 |
Sd |
Sd |
| Place: Delhi |
Falguni Mehal Raval |
Kamlesh Kanaiyalal Joshi |
|
Director |
Managing Director |
|
DIN:08605075 |
DIN:05141194 |
+91-9892691696
