REPORT OF DIRECTORS ON CORPORATE GOVERNANACE
The objective of Corporate Governance is "Enhancement of long term shareholders value and ensuring the protection of rights of the shareholders" and your company reiterates its commitment to good Corporate Governance.
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
As the company scrip is listed in the Bombay Stock Exchange so it is mandatory for the company to attain the objectives and requirements set out in the "Listing Agreement" entered into with the Stock Exchange. In the present scenario it's not just the demand of the Listing Agreement eventually it's the core requirement of the corporate to adopt the same for the transparency and beneficial interest of the shareholders. The Company policy on Corporate Governance is attainment of the highest levels of transparency, accountability and equity in all facets of its operations. The company is in full compliances of "Corporate Governance" under clause 49 of Listing Agreement, sections of Companies Act, 2013, rules and regulations of Stock Exchange(s) and Securities and Exchange Board of India.
BOARD OF DIRECTORS:
The Board of your company is perfectly maintaining the combinations of balance of independent and nonexecutive directors. As on date of this report, the board of directors of the company consists of four members and all Directors are Non-Executive; out of them two are Independent Directors, one is Promoter and one is acting as a Professional Director.
The Board of Directors of the company meets in every quarter and also when the situation arises to discuss and transact the business as per agenda. The Directors of the company are informed in advance by giving a notice and the agenda of board meeting. The members of board also discuss each agenda in the meeting and take discussion after make a proper discussion and getting all members views. The board members are free to give their suggestions on any agenda item and can also submit their view for improving the performance of company.
Brief Resume of Director who will be retiring at ensuing Annual General Meeting of the Company:
Mr. Gaurav Gupta
Mr. Gaurav Gupta ( 38 years) DIN No. 00207872 is an Non-executive Director of the Company (appointed pursuant to Clause 49 of the Listing Agreement on 30/9/2013) whose period of office is liable to retire by roation of Directors by Rotation under the erstwhile applicable provisions of the Companies Act, 2013. He joined the Board of Directors ('the Board') of the Company on 30/09/2013. Mr. Gaurav Gupta holds a Bachelor in Commerce Degree and Post graduate in LLB. He has a good command and knowledge on Accounting and related matters.
Mr. Narender Kumar
Mr. Narender Kumar (36 years) DIN No. 07005298 is an appointed as a independent Director in the vacancy caused by the resignation of Mr. Pankaj Singla with effect from 30/09/2015 Mr. Narender Kumar holds a Bachelor in art Degree. He is also the Director of other companies. He has a good command and knowledge on Accounting and related matters. He is an Independent Director as per Clause 49 of listing agreement, member of Nomination & Remuneration Committee, member of Stakeholder Relationship Committee and member of Audit Committee
of the Company. He is not associated with any other company or group as a Director. He has not holds any shares in the company. No other person holds any share in the Company for him on a beneficial basis.
Code of Conduct
The company has formulated and adopted a code of business conduct and ethics to guide our transactions with our colleagues, communities, customers, governments, investors, regulators and society. Requisite Annual Affirmations of compliance with the respective code have been made by the directors and the management of the company.
WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy and has established the necessary mechanism in line with the requirements under the Companies Act, 2013 and Listing Agreement:
i ) For employees to report concerns about unethical behavior;
ii) To establish a mechanism to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the Integrity Policy; and
iii) To ensure that adequate safeguards shall be provided to the whistle blowers against any victimization or vindictive practices like retaliation, threat or any adverse (direct or indirect) action on their employment. The Policy also ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.
No personnel/ person had been denied access to the Audit Committee. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and Board. The Audit Committee on a quarterly basis looks into matters reported and track matters to closure as per law.
AUDIT COMMITTEE Broad Terms of Reference:
a) Oversight of Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
b ) Reviewing with management the annual financial statements before submissions to the Board, focusing primarily on:
• Any changes in accounting policies and practices.
• Major Accounting entries based on exercise of judgment by management.
• Qualifications in draft audit report.
• Significance adjustments arising out of audit.
• The going concern assumptions.
• Compliance with accounting standards.
• Compliance with stock exchange and legal requirements concerning financial statements.
• Any related part transactions i.e. transactions of the company of material nature with promoters or the management or the relatives etc. that have potential conflict with the interest of the Company at large.
c) To review and approve annual accounts of the Company and recommend to the Board for adoption or otherwise.
d ) To review the Company's financial and risk management policies.
e) To look into the reasons for substantial default in the payment to the depositors, shareholders and creditors.
f) To have full access to information contained in the records of the Company.
g) To seek external professional advice and to seek information from any employee if necessary.
h ) To recommend the appointment and removal of external auditor, fixation of audit fees and also approval for payment for any other services.
i ) To review the adequacy of internal audit function and frequency of internal audit.
j) To discuss with internal auditors any significant findings and follow up there on.
NOMINATION AND REMUNERATION COMMITTEE:
Brief description of terms of reference:
The scope of this committee is to determine the remuneration of the executive directors, chief executive officers, Chief Finance officers and company secretary.
Scope of the Committee:
The scope of the Stakeholder Relationship Committee is to to review and address the grievances of the stakeholders in respect of share transfer, transmission and other shares related activities. The Committee also oversees the performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services.
• In order to expedite the process of shares transfers, the Board has appointed the "Beetal Computer & Financial Services Private Limited" as Share Transfer Agent and Registrar of the Company. The transfer agent will generally attend to the transfer formalities once in a fortnight and operates subject to the overall supervision of the Shareholders/Investors Grievances Committee.
• In compliance with the Listing Guidelines, every six months, the Share Transfer System is audited by a "Practicing Company Secretary" and a certificate to that effect is issued by them.
COMPLIANCE OFFICER OF THE COMPANY
Mrs. Anjana Gupta Director, New Delhi
• The Board of Directors receives from time to time disclosures relating to financial and commercial transactions from key managerial personnel of the company where they and/or their relatives have personal interest. There are no materially significant related party transactions, which have potential conflict with the interest of the Company at large.
• The details of the Related Party Transactions are placed before & reviewed by the Company's Audit Committee.
• The Company has complied with the requirements of the Stock Exchanges/ Securities and Exchange Board of India/Statutory Authorities on all matters relating to capital markets, during the last three years.
• Pursuant to the provisions of sub-clause V of the revised Clause 49 of the Listing Agreement with the Stock Exchanges, the Statutory Auditors has issued a certificate to the Board, for the Financial Year ended March 31, 2015.
The Company has in place a Risk Management policy, which lays down a robust and dynamic Process for identification and mitigation of risks. This policy has been adopted by the Audit Committee as well as the Board of Directors of the Company. The Audit Committee reviews the risk management and mitigation plan from time to time.
SHAREHOLDER INFORMATION ANNUAL GENERAL MEETING
• Date: 30th September, 2015
• Time: 11:30 A.M.
• Venue: A-66, 2nd Floor, Guru Nanak Pura, Vikas Marg, Laxmi Nagar Delhi- 110092.
TENTATIVE FINANCIAL CALENDER
Financial Year- 1st April 2015 to 31st March 2016
First Quarter ending 30th June 2015 :By 14th of August, 2015
Half Year ending 30th September 2015 /;By Third Week of November, 2015
Third Quarter ending 31st December 2015 : By Third week of February, 2016
Quarter & Year ending 31st March 2016 : By Fourth week of May, 2016
DATE OF BOOK CLOSURE: 24th September, 2015 to 30th September, 2015 (both days inclusive).
LISTING ON STOCK EXCHANGE:
The Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001
ISIN No. for Demat: INE326D01031
STATUS FOR SHAREHOLDERS' COMPLAINTS FOR THE PERIOD FROM 01.04.2014 to 31.03.2015:
Complaint received from the shareholders of the company during the year was successfully resolved and no complaints were pending.
DIVIDEND PAYMENT DATE:
No dividend has been declared during the previous year.
DEMATERIALISATION OF SHARES
The company shares are traded in dematerialized form and have to be delivered in the dematerialized form to the stock exchange. To enable shareholders have an easy access to the Demat system, the company has executed agreements with both existing Depositories namely by "National Securities Depository Limited" (NSDL) and "Central Depository Services (India) Limited" (CDSL). The company has appointed "Beetal Financial & Computer Services (P) Ltd." as Registrar and Share Transfer Agent (RTA).
For the purpose of electronic connectivity as well as for physical mode of transfer of shares.
To reconcile the total admitted capital with NSDL & CDSL and the total issue and listed capital a secretarial audit is carried out by a "Company Secretary" on quarterly basis.
ADDRESS FOR CORRESPONDENCE
IFL Promoters Limited A-66, II Floor, Guru Nanak Pura Vikas Marg, Laxmi Nagar, Delhi -110092.
ADDRESS OF THE REGISTRAR
Beetal Financial & Computer Services (P) Ltd. 3rdFloor, 99, Madangir (Behind Local Shopping Centre) Near Dada Harsukhdas Mandir, New Delhi110062
For & on behalf of the Board of Directors of
IFL PROMOTERS LIMITED