As on: Sep 25, 2023 09:21 PM
To,
Dear Members,
Your Directors have pleasure in presenting the Thirteenth (13th) Annual Report of your Company with the Audited Financial Statements along with Auditor’s Report for the year ended 31st March, 2022.
1. FINANCIAL PERFORMANCE
2. REVIEW OF OPERATIONS AND STATEMENT OF COMPANY’S AFFAIRS:
i. During the year under review, your Company has achieved a turnover of INR 14562.64
Thousands as against the Turnover of INR 13602.17 Thousands in the Previous Year. During the year under review the Company has suffered losses of INR 2130.94 Thousands as compared to previous year loss of INR 1228.38 Thousands in previous financial year. The management of the Company is putting their best efforts to improve the performance of the Company.
CHANGE IN MANAGEMENT
ii. Pursuant to the Open Offer, management or control of the Company is changed. The acquirers will become the Promoters 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 Open Offer:
During the Financial Year, the Company has entered into the Share Purchase Agreement with Mr. Gandhi Nishant S (Acquirer) on 09th December, 2021. In continuation of the same Mr. Gandhi Nishant
S ("Acquirer ") has made a Public Announcement in respect of Open Offer for Acquisition of upto 1,10,172 (One Lakh Ten Thousand One Hundred and Seventy Two) Equity Shares of the Company.
Pursuant to the Open Offer, management or control of the Company is changed. The aforesaid acquirers become the Promoters and Promoter Group of the Company.
Issue of Equity Shares on Preferential Basis:
The Board of Directors at their meeting held on Thursday, 24th March, 2022 have inter alia approved Issue of warrants convertible into equity shares, the details of which is as under:-
Issue up to 73,49,400 (Seventy Three Lakhs Forty Nine Thousands Four Hundred Only) warrant Convertible into equity shares at issue price of INR 30/- face value of INR 10/- (Indian Rupees Ten Only) each at a premium of INR 20/- (Indian Rupees Twenty Only) each fully paid-up on Preferential Allotment basis to the Non-Promoters.
Change of Object Clause of the Memorandum of Association:
Pursuant to the Share Purchase Agreement with Mr. Gandhi Nishant S, Board has considered that the main object clause of the Company needs to be changed to reflect the true nature of business. Accordingly the main objects were amended to carry out the business of manufacturing, importing & exporting, trading of all type of paper for writing, wrapping, kraft and semi-kraft, cloth paper, wall paper, paper films (plain and printed) and to do all types of metals and metal compounds whatsoever, whether ferrous or non-ferrous and buying, selling, reselling, transporting, storing, developing, promoting, marketing or supplying, trading, dealing in all type of goods on retail as well as on wholesale basis in India or elsewhere and also act as Commission agent Stockiest on behalf of others.
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 2021-2022. 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.
Auditor’s Report
The Auditor’s Report for financial year ended March 31, 2022, 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 Sarita Singh & Associates (M. No.: A55937 and CP No.: 24682,), Practicing Company Secretaries, to undertake the secretarial audit of the Company for the Financial Year 2021-2022.
Secretarial Audit Report
The Secretarial Audit Report for the financial year ended 31st March, 2022 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-I)
c) INTERNAL AUDITOR
Pursuant to provisions of Section 138, read with the rules made there under, the Board has appointed M/s Mukesh M Gupta & Associates, Chartered Accountants (FRN: 026030111) as an Internal Auditor of the Company for the financial year 2021-2022, 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, 2022. 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.
On March 31, 2022, the paid-up capital stood at 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.
A. Issue of equity shares with differential rights
The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014.
B. Issue of sweat equity shares
The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.
C. Issue of employee stock options
The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.
D. Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees
The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.
E.Issue of shares on preferential basis
The Company has issued upto 73,49,400 (Seventy Three Lakh Forty Nine Thousand and Four
Hundred) Convertible equity warrants (" Warrants") with each warrant convertible into 1 (one) fully paid up equity share of the company of Face Value of INR 10/- (Indian Rupees Ten Only) each at a price determined as per the provisions of Regulation 164 of SEBI (ICDR) Regulations, 2018 to the persons mentioned below falling under the non-promoter category, in such manner and on such terms and conditions as may be determined by the board in accordance with Chapter V of the SEBI (ICDR) Regulations, 2018 or any other provisions of the law, vide resolution passed on 24th April 2022 through postal ballot.
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 details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
(A) Conservation of energy: N.A.
(i) the steps taken or impact on conservation of energy;
(ii) the steps taken by the Company for utilising alternate sources of energy;
(iii) the capital investment on energy conservation equipments;
(B) Technology absorption: N.A.
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year:-
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development.
(C) Foreign exchange earnings and Outgo:
The Company had no foreign exchange earnings and outgo during the financial year
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 Management’s Discussion and Analysis Report (MDAR) is set out in the Annual
Report.
15. POLICIES
Company has the following policies:
? Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
? Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
? Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
? Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Above Policies are available on the website of the Company at http://www.iflenterprises.com.
16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
During the financial year 2021-22, 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.
17. 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.
18. 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:
A. Following Changes in Directors
1. The Company has made appointment of Mr. Dolar Kirit Shah as a Executive Director and CFO of the Company during the financial year under review.
2. The Company has made appointment of Mr. Faizan Ajmerwala as an Independent Director of the Company during the financial year under review. (Cessation due to resignation)
3. The Company has made appointment of Mr. Samad Ahmed Khan as an Independent Director of the Company during the financial year under review.
4. The Company has made appointment of Ms. Vibhaben Vora as an Independent Director of the Company during the financial year under review. (Cessation due to demise)
5. Ms. Kusum Bansal has resigned from the post of an Independent Director during the financial year under review.
6. Mr. Ashok Kumar Bansal has resigned from the post of Whole-Time Director during the financial year under review.
7. Ms. Himanshi Kashyap has resigned from the post of an Independent Director during the financial year under review.
8. Mr. Manoj Kumar has resigned from the post of an Independent Director during the financial year under review.
9. Mr. Krishna Agarwal has resigned from the post of CFO during the financial year under review.
10. Mr. Gopal Bansal has resigned from the post of Director during the financial year under review.
B. Chief Financial Officer
During the year under review, Mrs. Krishna Agarwal, had resigned from the position of Chief Financial Officer of the Company w.e.f. 05th March, 2022 and the Company had appointed Mr. Dolar Kirit Shah as Chief Financial Officer of the company w.e.f. 05th March, 2022.
C. Company Secretary & Compliance Officer
During the year under review, Mr. Sandeep Kumar, had resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f. 24th March, 2022 and the Company had appointed Ms. Shweta Dusad as Company Secretary & Compliance Officer of the Company.
19. 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.
20. 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.
21. NUMBER OF MEETINGS OF THE BOARD
During the year the Board of Directors duly met Eight times as follows:
1. 04.04.2021
2. 30.06.2021
3. 30.08.2021
4. 29.09.2021
5. 10.11.2021
6. 04.01.2022
7. 05.03.2022
8. 24.03.2022
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.
22. COMMITTEES AND THEIR MEETINGS
A. Audit Committee
The Company has a 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:
? Ms. Samad Ahmed Khan (Chairman & Independent Director), ? Mr Falguni Mehal Raval (Member, Independent Director), ? Ms. Dolar Kirit Shah (Member, Executive Director) and ? Mr. 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 (04.04.2021, 30.06.2021, 30.08.2021, 10.11.2021, 05.03.2022) 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. Samad Ahmed Khan (Chairman & Independent Director),
? Mr Falguni Mehal Raval (Member, Independent Director),
Ms. Vinaben Kanaiyalal Joshi (Member, Non-executive Director) and
? Mr. Shweta Dusad (Secretary of the Audit Committee).
During the year Two (29.09.2021, 05.03.2022, 24.03.2022) Nomination and Remuneration Meeting was held.
Nomination and Remuneration Policy
The details of Nomination and Remuneration Policy are covered in the Corporate Governance Report. It is hereby affirmed that the remuneration paid is as per Remuneration Policy of the Company. The Nomination & Remuneration Policy is attached to this report as an Annexure II.
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.
? Ms. Samad Ahmed Khan (Chairman & Independent Director), ? Mr Falguni Mehal Raval (Member, Independent Director), ? Ms. Dolar Kirit Shah (Member, executive Director) and
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 (10.11.2021) Stakeholders Relationship Committee Meetings were held.
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.
23. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES
During the year the Company does not have any Subsidiary/ Joint Venture/ Associate Companies.
24. 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.
25. 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.
26. 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-III in Form AOC-2.
27. CORPORATE 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 your Company. Hence, report on Corporate Governance is not annexed.
28. HUMAN RESOURCES
The Management has a healthy relationship with the officers and the Employee.
29. 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.
Affirmation Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel is as per the remuneration policy of the Company.
30. 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.
31. 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).
32. 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.
33. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER SE
None of the Directors are related to each other.
34. 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.
35. 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.
36. CAUTIONARY NOTE
The statements forming part of the Board’s 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.
37. 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, 2022, 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.
38. 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.
39. 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.