To,
The Members of
TFL Promoters Limited
Your Board of Directors have the pleasure of presenting their 29th Director's 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 Company's
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 Company's 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 COl'RTS 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
company's 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
company's 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 can't be
avoided but it can be reduced The inherent risk associated with Company's 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 management's 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 don't 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 Audit's 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 Management's 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 Company's 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 Company's 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 |
|