IFL Promoters Ltd Directors Report

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Sep 4, 2017|02:30:04 PM

IFL Promoters Ltd Share Price directors Report

To,

The Members of

TFL Promoters Limited

Your Board of Directors have the pleasure of presenting their 29th Directors Report of the Company together with the Audited Statement of Accounts for the Financial Year ended 31 st March 2021.

1. FINANCIAL HIGHLIGHTS:

(Rupees in Thousands)

PARTICULARS F.Y. 2020-21 F.Y. 2019-20
Total Income/Revenue 6,810.75 6,170.10
Employee Benefit Expenses 2,094.10 13,80.06
Finance Cost 2,068.52 21,46.32
Depreciation and Amortization Expenses 0 0
Other Expenses 1,769.00 858.91
Total Expenses 5,931.61 4,385,29
Profit before provision and Tax 879.14 1,784.81
Profit before fax 890.61 1,886.54
Tax Expenses 313.51 286.56
Profit for the year 577.10 1,599.98
Earning Per Shares (Basic) 0.01 0.02
Earning Per Shares (Diluted) 0.01 0.02

2. STATE OF COMPANY AFFAIRS:

The Company has reported total Income of INR 68,10,750/- for the current Financial Year as compared to INR 61,70,100/- in the previous Financial Year. The Net Profit for the year under review amounted to INR 5,77,100/- in the current year as compared to Profit of INR 15,99,980/- in the previous year. The management of the Company is putting their best efforts to improve the performance of the Company.

3. SHARE CAPITAL:

The Authorized Share Capital of the Company is INR 9,60,00,000/- ( Indian Rupees Nine Crore and Sixty Lakh) Divided into 9.60.00,000 (Nine Crore and Sixty Lakh) Equity Shares of Rs. 1/- each. During the year under review, there was no change in the Companys Issued. Subscribed and Paid-up Equity Share Capital. On March 31, 2021, the Paid-up Capital Equity Share Capital stood at INR 7,25.84000/- (Indian Rupees Seven Crore Twenty Five Lakh and Eighty Four Thousand Only) divided into 7,25,84,00 (Seven Crore Twenty Five Lakh and Eighty Four) Equity Shares of Rs. 1/- each.

4. DEPOSITS:

During the year under review, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. DIVIDEND:

The Board of Directors did not recommend any dividend for the year as the operating results during the year does not justify the distribution of dividend.

6. TRANSFER OF UNCI,AIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Compames Act, 2013 do not apply as there was no dividend declared and paid last year.

7. TRANSFER TO RESERVES:

During the current year, the Company has transferred 1NR 5,77,100/- to the reserve and surplus account of the Company.

8. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company.

9. MATERIAL CHANGES BETWEEN THE DATE  OF THE BOARD REPORT AND  END OF FINANCIAL YEAR:

In the FY 2020-21, the Novel Coronavirus disease (‘COV1D-19) pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. In enforcing social distancing to control the spread of the disease and ensuring the health and well-being of all employees, the Companys trading facilities and office operations were closed as and when declared by the concerned government authorities. Consequently, revenues and profitability have been affected, in line with the industry for few months of delay. The situation has come back to normal to this respect. The Company has readiness to adapt to the changing business environment and respond suitably to fulfil the needs of its customers while complying with the measure required by the Indian Government.

Otherwise there are no material changes or commitments which affect the financial position of the company have occurred between the end of the financial year of the company and the date of this report.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COlRTS OR REBHNALS IMPACTING THE GOING CONCERN STATl S \ND COMPANY 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 companys operations in future.

11 ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO HIE FINANCIAL STATEMENTS:

According to Section 134(5Xe) of the Companies Act, 2013, the term "Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company lias a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and tliat the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the Statutory Auditors.

12. RISK MANAGEMENT:

As a part of the business, risk is the inherent part of the Business which cant be avoided but it can be reduced The inherent risk associated with Companys 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 the Board are in keen interest in the growth of the 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.

13. SUBSIDIARIES. JOINT VENTURES AiND ASSOCIATE COMPANIES:

The Company does not have subsidiary, joint venture or associate Company; hence Provisions of section 129(3) of the Companies Act 2013 relating to preparation of consolidated financial statement are not applicable.

14. DIRECTORS& KEY MANAGERIAL PERSONNEL:

Sr. Name Of Director No Designation Date of Appointment Date of Resignation
1. Mr. Pawan Kumaar Garg Director/CFO 29/09/2018 NA
2. Ms. Priya Gautam Director 18/03/2019 NA
3. Mr. Partlia Pratim Prasad Independent Director 14/04/2021 NA
4. Mr. Amit Kumar Sodhani Company Secretary 05/04/2021 NA
5. Mr. Pankaj Dogra Chief Executive Officer 26/12/2015 NA

Changes in Composition of Board and Key Managerial Personnel

S. No Name of Director Designation Date of Appointment Date of Resignation
1. Mr. Tilak Raj Anand Director 30.04.2020
2. Mr. Pawan Kumar Bhatt Director 30.04.2020
3. Mr. Partha Pratim Prasad Independent Director 14.04.2021 -
4. Ms. Arushi Nigam Independent Director 14.04.2021 18 08.2021
5. Mr. Ayush Bhatt Director 28.10.2017 18.08.2021
6. Mr. Amit Kumar Sodhani Company Secretary 05.04.2021 -

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met 6 (Six) times in financial year 2020-21 on the following dates

• 30/04/2020

• 28/07/2020

• 14/082020

• 24/12/2020

• 11/022021

• 20/03/2021

The intervening gap between the Meetings did not exceed 120 days as prescribed under Companies Act, 2013

Name Of Director Designation No. of Board Meeting eligible to No. of Meetings attended No. Meeting in which
attend absent
1. Mr. Pawan Kumar Garg Director 6 6 0
2. Ms. Pnva Gautam Director 6 6 0
3. Mr. Partha Pratim Prasad Independent Director 0 0 0

16. COMMITTEES OF THE BOARD AND OTHER COMMUTERS:

Currently, the Board has following committees: Audit Committee & Nomination & Remuneration Committee.

Audit Committees:

The Audit Committee of the Company is constituted-re-constituted in line with the provisions of Section 177 of the Companies Act, 2013. The Audit Committee is constituted in line to monitor and provide effective supervision to the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted/re-constituted in line with the provisions of Section 178 of the Companies Act. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

Stakeholder Relationship Committee:

The Stakeholder Relationship Committee is duly constituted by the Company in compliance with relevant section of Companies Act and thereby ensuring compliance in respect to considering and resolving Stakeholder Grievances of security holders of the Company.

17. POLICY ON DIRECTORS APPOINTMENT AND REMUAERATION AND OTHER DETAILS:

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and Senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attnbutes/cntena while recommending the candidature for the appointment as Director.

18. INFORMATION ABOUT REMUAERATION  AND PARTICULARS OF EMPLOY EES:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20M is given in "Annexure—I" to this Report.

19. BOARD EVALLATION

The Board of Directors has carried out an annual evaluation of its own performance. Board committees and individual Directors pursuant to the provisions of the Act.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the cntena such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

20. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financial year ended 31s March, 2021 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the company for the year review,

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the directors had prepared the annual accounts for the financial year ended 31s1 March, 2021 on a going concern basis;

(e) That the directors had laid down internal financial controls to lie followed by the company and that such internal financial controls are adequate and were operating effectively and

(f) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

21. DECLARATION OF INDEPENDENE OT DIRECTORS

The statement of declaration as required from Independent Directors under section 149(6) are in place.

22. CORPORATE SOCIAL RESPONSIBHILITY

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.

23. AUDITORS

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/s. Sumit Mohit & Company, Chartered Accountants (Firm Reg. No. 021502N, were appointed as Statutory Auditors of the Company 28th Annual General Meeting till the conclusion of 33rd Annual General Meeting of the Company). They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for appointment as Auditors of the Company.

The notes on accounts referred to in the auditors report are self-explanatory and therefore dont call for any further comments by the Board of directors.

Internal Auditors

In terms of Section 138 of the Act and Rules made there under, P.K GARG & Associates Chartered Accountants having its head Office at A-66, 2nd Floor, Guru Nanak Pura, Vikas Marg Laxmi Nagar, Delhi- 110092 were appointed as Internal Auditors for the 5 five financial year from 2020 to 2025.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under, Vikas Verma & Associates (Company Secretaries) having its Registered Office at B-502, Statesman House, 148, Barakhamha Road, New Delhi - 110001, were appointed as Secretarial Auditors for the financial year 2020-21. The Secretarial Audits Report for the financial year ended on March 31, 2021 is annexed herewith marked as Annexure V to this Report.

Auditors Report:

There are no qualification or observations or remarks given by the Auditors in their report.

24. DETAILS IN RESPECTOF FRAUDS REPORTED AUDITORS UNDER U/S -SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There are no frauds reported by Auditors under subsection (12) of Section 143

25. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS VNIHH I (,()

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 are herewith marked as "Annexure II" to this Report.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPOR T

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEB1 (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as "Annexure IV".

27. VIGIL MECHANISM

Pursuant to Section 177(9) and (10) of the Companies Act 2013, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Companys code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases. None of the personnel of the Company have been denied access to the Audit Committee.

28. EXTRACT OF THE ANNEAL RETURN

The details of forming part of the extract of the annual return in terms of Section 92(3) of the Companies Act, 2013 for the financial year 2020-21 under is available at website of the Company at www.ifloromoters.in

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER lVS SEC TION 186 OF THE COMPANIES ACT, 2013:

The particulars of loan, guarantees and investment whenever required, have been disclosed in the financial statement, which also forms part of this report.

30. PARTICULARS OFCONTRACTS OR ARRANGEMENTS WITH RELA TED PARTIES:

Particulars of contacts or arrangement with related parties during the year 2020-21 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) is attached in Form AOC-2 as Annexure-II.

31. CORPORA TE GOVERNANCE

Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to the Company. Hence, report on Corporate Governance is not annexed.

32. SUBSIDIARY COMPANIES/ JOINT VENTURE/ASSOCIATES

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence the provisions of Section 129(3) of the Companies Act 2013 relating to preparation of consolidated financial statements are not applicable.

33. SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY,

In the FY 2020-21, the Novel Coronavirus disease (‘COVID-19) pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. In enforcing social distancing to control the spread of the disease and ensuring the health and well-being of all employees, the Companys trading facilities and office operations were closed as and when declared by the concerned government authorities. Consequently, revenues and profitability have been affected, in line with the industry for few months of delay. The situation has come back to normal to this respect. The Company has readiness to adapt to the changing business environment and respond suitably to fulfil the needs of its customers while complying with the measure required by the Indian Government

Otherwise there are no material changes or commitments which affect the financial position of the company have occurred between the end of the financial year of the company and the date of this report.

35. DISCLOSURE UNDER THE SIMM. HARASSMENT Ol WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND RFDRFSSAF) ACT.2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

36. 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.

Sd/- For and on behalf of IFF, Promoters limited Sd/-
Pawan Kumar Garg Partha Pratim Prasad
Director Director
DIN: 00157287 DIN:02824675
Date: 02.09.2021 ADD: B-256,Surajmai Yihar ADD: Flat No 1202, Woodbury
Ilace: New Delhi ShaUarpur Baraniad, Tower, Faridahad, Haryana-
Shakarpur,Delhi-110092 121009

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