DIRECTOR'S REPORT
To,
Dear Members,
Your Directors have pleasure in presenting the Fifteenth (15th) Annual Report of your Company with the Audited Financial Statements along with Auditor's Report for the year ended 31st March, 2024.
1. FINANCIAL PERFORMANCE
(In Lakhs)
Standalone
Consolidated
2. REVIEW OF OPERATIONS AND STATEMENT OF COMPANY'S AFFAIRS:
During the year under review, your Company has achieved Total revenue of INR 224.97 Lakhs against the Total Revenue of INR 200.28 Lakhs in the Previous Year. During the year under review the Company has loss of INR (53.80) Lakhs as compared to profit of previous year of INR 2.24 lakhs. The management of the Company is putting their best efforts to improve the performance of the Company.
3. DIVIDEND
After considering the present circumstances holistically and keeping in view the need to conserve the resources in the long run for future, the Board of Directors of the Company decided that it would be prudent not to recommend any dividend for the year under review.
4. TRANSFER TO 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 no changes in the nature of Business.
6. MATERIAL CHANGES AND COMMITMENTS
During the year ended, the company has split its 1,81,92,344 equity shares of face value of Rs.10 each fully paid-up into 181,923,440 equity shares of face value of Re.1/- each fully paid-up w.e.f 21st April, 2023 as recommended by the board of directors and approved by the shareholders of the company at its Meeting dated 12th April,2024. During the year ended, the Company has also issued 4,54,80,440 fully paid equity shares of Re.1/- each fully paid Bonus Shares to the existing shareholders of the Company as on record date April 21st, 2023 in the ratio of 1:4 i.e. one fully paid equity shares for every 4 existing equity shares held and 2,27,32,431 fully paid equity shares of Re.1/- each to the existing shareholders of the Company as on record date 18 December 2023 in the proportion of 1:10 i.e. one new fully paid equity shares for every 10 existing equity shares held.
After the closure of financial year till the date of this report the Company has issued and allotted 49,52,69,896 rights equity shares of face value of Re. 1/- each and subsequently, Post allotment, paid up capital of the Company stand increased to Rs.74,54,06,207/-.
The Board of directors of the Company has declared the issue of 49,69,374 fully paid up bonus shares of face value of Re.1/- each in the ratio of 1:150 i.e. one fully paid equity shares for every 150 existing equity shares to the existing equity shareholders of the Company as on Record date to be decided by the Board subject to the approval of shareholders in the General Meeting.
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 Company's internal financial controls were adequate and effective during the financial year 2023-24. 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 deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the March 31, 2024.
9. AUDITORS
a) STATUTORY AUDITOR
Pursuant to the provisions of section 139(8) of the Companies Act, 2013 and rules frame thereunder M/s. Parin Patwari & Co, Chartered Accountants (FRN: 154571W) were appointed as a Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Kapish Jain and Associates, Chartered Accountant till the conclusion of ensuing Annual General Meeting.
Auditor's Report
The Auditor's Report for Financial Year ended March 31, 2024, 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 Auditor's report is enclosed with the financial statements in this Auditor's 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 2023-24.
Secretarial Audit Report
The Secretarial Audit Report for the financial year ended 31st March, 2024 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 R R Thakkar & Associates, Chartered Accountant as an Internal Auditor of the Company for the Financial Year 2023-24, 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, 2024. 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 30,06,00,000/- (Indian Rupees Thirty Crore Six Lakh Only) divided into 30,06,00,000 (Thirty Crore Six Lakhs only) Equity Shares of INR 1/- (Rupee one Only) each to Rs. 75,06,00,000/- (Rupees Seventy-Five Crores Six Lakhs Only) divided into 75,06,00,000/- (Seventy-Five Crores Six Lakhs Only) Equity shares of Re. 1/- (Rupee One Only) by adding 45,00,00,000 (Forty-Five Crore) Equity Shares of Re. 1 each vide resolution passed on 14th January, 2024 through postal ballot.
During the year the Issued, subscribed and paid-up share capital of the company increased from Rs. 1,81,92,344 divided into 1,81,92,344 equity share of Re.1/- each to 25,01,36,311 divided into 25.01.36.311 equity shares of Re. 1 each due to issuance of bonus shares in the ratio on 1:10. As on 31st March 2024 the issued subscribed and paid-up share capital of the company stood at 25.01.36.311 divided into 25,01,36,311 equity shares of Re. 1 each.
After the closure of Financial Year till the date of this report, the Company has issued and allotted 49,52,69,896 equity shares on rights basis to the existing shareholders of the Company at a ratio of 198:100 i.e 198 (One Hundred Ninety-Eight) Equity Share(s) for every 100 (One Hundred) fully paid- up Equity Share held by the eligible shareholders as on the Record Date with right to renounce, subsequently the paid-up share capital has increased from Rs.25,01,36,311 divided into 25,01,36,311 equity shares of Re. 1/- each to Rs.74,54,06,207/- divided into 74,54,06,207 equity shares of Re. 1/- 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 AND SUSTAINABILITY REPORT
As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top one thousand (1000) listed entities based on market capitalization shall contain the Business Responsibility and Sustainability Report in their Annual Report. As the Company does not fall under top 1000 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 Management's Discussion and Analysis Report (MDAR) is set out in the Annual Report.
15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
During the financial year 2023-24, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's 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:
During the year under review following changes took place in the Board of Directors and Key Managerial Persons:
1. Mr. Dolar Kirit shah resigned from the post of Managing Director and Chief Financial Officer w.e.f. 17.08.2023
2. Mr. Kamlesh Kanaiyalal Joshi appointed as a Managing Director and Chief Financial Officer of the Company w.e.f. 17.08.2023 and he resigned from the post of Managing Director and Chief Financial Officer of the Company on 11th March 2024.
3. Resignation of Sweta Dusad from the post of Company Secretary and Compliance officer with effect from 3rd October,2024.
4. Appointment of Mrs. Sunder as Company Secretary and Compliance officer of the Company w.e.f. 07th November, 2023 and she Resigned from the post of Company Secretary and Compliance officer on 06th March, 2024.
5. Appointment of Mr. Rahul Pitaliya as Company Secretary and Compliance officer with effect from 15 th March, 2024 and he resigned from the post of Company Secretary and Compliance officer on 1st July,2024.
6. Appointment of Mr. Kiritkumar Sendhabhai Parmar as Managing Director and Chief Financial Officer of the Company w.e.f. 12th March, 2024 and he resigned from the post of Managing Director and Chief Financial Officer of the Company on 26th March, 2024.
7. Appointment of Mr. Jitendra Vaishnav as Managing Director and Chief Financial officer of the Company w.e.f. 27th March, 2024.
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 noncompliances.
20. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors duly met 20 times during the year i.e. (24.04.2023, 03.05.2023, 09-05-2023, 09-06-2023, 28-07-2023, 17-08-2023, 24-08-2024, 31-10-2023, 01-11-2023, 07-11-2023, 01-12-2023, 15-12-2023, 19-12-2023, 28-12-2023, 12-01-2024, 09-02-2024, 19-02-2024, 12-03-2024,15-03-2024, 27-03-2024) 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),
• Mr. Jitendra Vaishnav (Member, Executive Director)
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 Seven (03-05-2023, 09-05-2023, 09.06.2023, 28-07-2023, 31-10-2023, 09-02-2024, 15-03-2024) 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 Committee's 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.
• Ms. Falguni Mehal Raval (Member, Independent Director) and
• Mr. Vinaben Kanaiyalal Joshi (Member, Non - Executive Director).
During the year 06 Nomination and Remuneration Committee Meeting was held on 09-05-2023, 1708-2023, 07-11-2023, 12-03-2024, 15-03-2024, 27-03-2024.
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.
• Mr. Samad Ahmed Khan (Chairperson & Independent 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 Three Stakeholders Relationship Committee Meetings were held on 09-05-2023, 1708-2023,31-03-2024.
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
M/s Yamunashtakam Tradeventures Private Limited is 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
On 31 March, 2024 the Company has 01 Subsidiary and there has been no material change in the nature of the business of the Subsidiaries. There are no associate or Joint Venture Companies.
During the Period under review the Total Income of the Subsidiary Company is Rs.35,91,000/- as compared to NIL in previous year.
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.
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 company's 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 Company's 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 Company's 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 Board's Report may contain certain forwar 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. DIRECTOR'S 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, 2024, 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 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.