To, Dear Members,
Your Directors have pleasure in presenting the Sixteenth (16th)
Annual Report of your Company with the Audited Financial Statements along with
Auditor's Report for the year ended 31st March, 2025.
1. FINANCIAL PERFORMANCE
(In Lakhs)
| Particulars |
Standalone |
Consolidated |
|
Period ended 31.03.2025 |
Period ended 31.03.2024 |
Period ended 31.03.2025 |
Period ended 31.03.2024 |
| Revenue from Operations |
6848.16 |
824.14 |
12060.61 |
824.14 |
| Other Income |
259.01 |
131.75 |
261.03 |
167.66 |
| Total Revenue |
7107.17 |
955.89 |
12321.65 |
991.80 |
| Expenses for the period |
6716.86 |
815.22 |
11920.57 |
864.73 |
| Profit/(Loss) before tax from continuing operations |
390.31 |
140.67 |
401.08 |
127.07 |
| Current Income Tax for the period |
99.00 |
44.83 |
99.00 |
48.25 |
| Deferred Tax |
2.88 |
-4.17 |
2.88 |
(5.70) |
| Profit/(Loss) for the period |
288.43 |
100.01 |
299.20 |
84.52 |
| Earing Per Share (EPS) (Of Rs. 1/- each) Basic
& Diluted |
0.04 |
0.04 |
0.05 |
0.03 |
2. REVIEW OF OPERATIONS AND STATEMENT OF COMPANY'S AFFAIRS:
Standalone
During the year under review, your Company has achieved Total revenue
of INR 7107.17 Lakhs against the Total Revenue of INR 955.89Lakhs in the Previous Year.
During the year under review the Company has profit of INR 288.43Lakhs as compared to
profit of previous year of INR 100.01 Lakhs. The management of the Company is putting
their best efforts to improve the performance of the Company.
Consolidated
During the year under review, your Company has achieved Total revenue
of INR 12060.61 Lakhs against the Total Revenue of INR 824.14 Lakhs in the Previous Year.
During the year under review the Company has profit of INR 299.20 Lakhs as compared to
profit of previous year of INR 84.52 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
During the financial year under review, company has transferred Rs.
288.53 Lakhs to reserve of the company.
5. CHANGES IN THE NATURE OF BUSINESS
During the year under review no changes in the nature of Business.
After the closing of the financial year, the Board of Directors, at its
meeting held on Thursday, 31st July, 2025, approved the proposal for alteration of the
Object Clause of the Memorandum of Association of the Company, subject to the approval of
members at the ensuing Annual General Meeting and other regulatory approvals as may be
required.
The proposed additions to the main objects are as follows:
7. To carry on business of organic waste management, including
collection, segregation, treatment, and recycling of biodegradable waste into compost,
bio-fertilizers, biogas, and other eco-friendly products. The Company may establish and
operate composting units, waste-to- energy plants, and related infrastructure, and provide
consultancy, training, and technical services in waste management and recycling. It may
also engage in research and development of sustainable technologies and circular economy
solutions.
8. To engage in the business of diversifying into environmentally
sustainable sectors, including but not limited to clean energy, green technologies, and
resource recovery, through investments, strategic partnerships, or promotion ofallied
ventures. The Company may acquire necessary assets, raise funds by way of equity, debt,
grants, or carbon credits, and collaborate with public and private stakeholders. It may
undertake all activities incidental or conducive to the achievement of these objectives.
The proposed additions are expected to provide the Company with new
avenues for growth, align the business with sustainability objectives, and create
long-term value for shareholders.
6. MATERIAL CHANGES AND COMMITMENTS Right Issue
During the year under review, the Board of Directors of the Company, in
its meetings held on May 8, 2024, and subsequently revised on May 9, 2024,
approved a Rights Issue of up to 49,52,69,896 (Forty- Nine Crore Fifty-Two Lakh
Sixty-Nine Thousand Eight Hundred Ninety-Six) fully paid-up equity shares of face
value Rs1/- each at an issue price of Rs1/- per share, aggregating to
approximately Rs4952.69 lakhs, on a rights basis to the eligible shareholders of
the Company.
The Rights Issue was offered in the ratio of 198 (One Hundred
Ninety-Eight) equity shares for every 100 (One Hundred) fully paid-up equity shares held
by shareholders as on the record date, i.e., Friday, May 17, 2024.
The issue was made in accordance with applicable provisions of the
Companies Act, 2013, SEBI (ICDR) Regulations, 2018, and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The revised terms of the issue superseded the
earlier terms approved on May 8, 2024.
Subsequently, the Company successfully completed the Rights Issue of
equity shares as approved by the Board. In its meeting held on July 1, 2024, the
Board of Directors allotted 49,52,69,896 (Forty- Nine Crore Fifty-Two Lakh Sixty-Nine
Thousand Eight Hundred Ninety-Six) fully paid-up equity shares of face value Rs1/-
each to the eligible shareholders, on a rights basis.
The shares were allotted at an issue price of Rs1/- per share,
aggregating to a total capital infusion of Rs49.52 crores. The Rights Issue was
offered in the ratio of 198 equity shares for every 100 fully paid- up equity shares held
as on the record date of May 17, 2024.
The allotted equity shares rank pari-passu with the existing
equity shares of the Company in all respects, including entitlement to dividends and other
corporate benefits.
The statutory return of allotment in Form PAS-3 was filed with the
Registrar of Companies on July 15, 2024, in compliance with the provisions of the
Companies Act, 2013.
Bonus Issue
During the year under review, the Board of Directors of the Company, at
its meeting held on August 8, 2024, approved a bonus issue of equity shares in
the ratio of 1 (One) equity share of Re. 1/- each for every 150 (One Hundred Fifty)
existing equity shares of Re. 1/- each, held by shareholders as on the record date,
The bonus shares issued out of the free reserves of the Company
available as on March 31, 2024, and will rank pari-passu in all respects with
the existing equity shares. They shall carry the same rights and entitlements, including
participation in dividend and other corporate actions declared postallotment.
The Company has made all requisite disclosures under Regulation 30
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with
applicable SEBI circulars. No fractional shares shall be issued under the bonus issue.
Pursuant to the shareholders' approval obtained at the Annual General
Meeting held on September 12, 2024, and in accordance with applicable provisions of
the Companies Act, 2013, SEBI (LODR) Regulations, 2015, and other relevant regulations,
the Board of Directors, at its meeting held on September 24, 2024, allotted 49,17,957
(Forty-Nine Lakh Seventeen Thousand Nine Hundred and Fifty-Seven) equity shares of
face value Rs1/- each as fully paid-up bonus shares, in the ratio of 1
(One) equity share for every 150 (One Hundred Fifty) existing equity shares held, as
on the record date, i.e., September 21, 2024.
Post allotment, the paid-up equity share capital of the Company
increased from Rs74,54,06,207/- comprising 74,54,06,207 equity shares of Rs1/-
each to Rs75,03,24,164/- comprising 75,03,24,164 equity shares of Rs1/- each.
Necessary corporate actions have been initiated for crediting the
shares to the respective demat accounts, and listing approvals are being sought from the
stock exchange. The Company has also filed the necessary statutory return of allotment
(Form PAS-3) with the Registrar of Companies.
Right Issue (After Closure of Financial Year)
The Board of Directors of the Company, in its meeting held on December
30, 2024, approved the proposal for a Rights Issue. Subsequently, BSE Limited granted its
in-principle approval vide letter no. LOD/RIGHT/KS/FIP/213/2025-26 dated May 19, 2025.
Thereafter, in its meeting held on June 9, 2025, the Board approved the detailed terms of
the Rights Issue.
Under this Rights Issue, the Company proposed to raise up to ^49.15
crores by offering 49,14,76,620 fully paid-up equity shares of face value Rs1/- each at an
issue price of Rs1/- per share. The Rights Issue was offered in the ratio of 60 equity
shares for every 91 fully paid-up equity shares held as on the record date of June 13,
2025.
The Rights Issue opened on June 19, 2025, and closed on June 30, 2025,
with the last date for on- market renunciation of rights entitlements being June 24, 2025.
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 2024-25. 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, 2025.
9. AUDITORS
a) STATUTORY AUDITOR
M/s Parin Patwari & Co., Chartered Accountants (ICAI) Firm
Registration Number: 154571W) were appointed as the Statutory Auditors of your Company at
the 15th AGM held on 12-09-2025, for the second term of five years till the conclusion of
20th Annual General Meeting (AGM) of your Company to be held in the year 2029.
The M/s Parin Patwari & Co., Chartered Accountants (ICAI) Firm
Registration Number: 154571W) Statutory Auditors have confirmed that they are not
disqualified to continue as Statutory Auditors and are eligible to hold office as
Statutory Auditors of your Company.
Auditor's Report
The auditor report cotains qualified opinions of by auditor which is
given below Standalone
Basis for Qualified Opinion
i. The Company has granted and received unsecured loans without
charging any interest. Further, formal loan agreements and confirmations from the
respective parties were not made available for audit verification.
ii. The input tax credit claimed under the Goods and Services Tax (GST)
remains unreconciled with the balances as per the GST portal. This raises uncertainty
regarding the correctness of input credit recognised and the related GST liability.
iii. The Company has not maintained requisite details and supporting
documentation necessary to determine the classification of creditors under the Micro,
Small, and Medium Enterprises Development (MSMED) Act, 2006. Consequently, compliance with
the disclosure requirements of the Act could not be verified.
iv. The Company has not maintained adequate documentation relating to
goods inward and outward. Furthermore, external confirmations for trade receivables and
trade payables were not obtained. As a result, the respective balances remain subject to
reconciliation and adjustment, if any.
Our opinion is qualified in respect of this matter.
Management Response
The Management has already addressed the above points in the financial
results for the quarter/year ended March 2025. Further, the Company assures its
shareholders that appropriate corrective
measures are being taken and, going forward, the Company will ensure
full compliance with the applicable requirements, including adherence to GST norms.
Consolidated
Basis for Disclaimer of Opinion
• The Group has unsecured loans amounting to Rs10,291.99 Lacs. No
interest has been charged on these loans, and relevant agreements and cross-confirmations
are not available. In the absence of valid agreements and confirmations, we are unable to
verify the accuracy, terms, and interest-free nature of these balances, which may impact
the fair presentation of liabilities and interest expense.
• Balance of GST Payable Rs 6.61 Lacs pending for GST
reconciliation. Reconciliation with the GST Online Portal has not been carried out,
affecting the accuracy of GST Input Credit and the liability towards the government.
• The Group has trade payables of Rs7,955.42 Lacs. However, no
bifurcation of creditors has been provided in terms of the Micro, Small, and Medium
Enterprises (MSME) classification. This non-disclosure is not in compliance with the
Micro, Small and Medium Enterprises Development (MSMED) Act, 2006, thereby impacting
regulatory compliance and financial transparency.
• Advances to suppliers of Rs 305.59 Lacs remain unconfirmed.
Absence of confirmations from these suppliers affects the reliability of liabilities
disclosed in the financial statements.
• We were unable to obtain sufficient appropriate audit evidence
regarding the carrying amounts of Property, Plant and Equipment and Intangible Assets as
at the year end due to limitations in the availability of supporting documentation and
inadequate maintenance of records as per applicable accounting standards. As a result, we
are unable to determine whether any adjustments are necessary in respect of these assets,
including related depreciation/amortization, and the resultant impact on the consolidated
statement of profit and loss and cash flows for the year then ended.
• A loan/advances amounting to Rs 355.50 Lacs remains unconfirmed
to certain parties. The absence of loan confirmations impacts the reliability of
Borrowings and financial disclosures.
• We are in receipt of certain sales invoices; however, they are
not supported with E-Way bills, Delivery Challans, or Transportation details. In the
absence of these critical documents, we are unable to verify the genuineness of the
transactions.
• The Group has not maintained Goods Inward Reports, and it
neither owns nor leases any godown facilities. Management has represented that goods are
directly traded from suppliers to customers; however, no evidence has been provided to
substantiate this claim. In the absence of verifiable documentation, we are unable to
confirm the existence and completeness of purchases and inventory.
Management Response
The Management has already addressed the above points in the financial
results for the quarter/year ended March 2025. Further, the Company assures its
shareholders that appropriate corrective measures are being taken and, going forward, the
Company will ensure full compliance with the applicable requirements, including adherence
to GST norms.
b) SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act, read with the
rules made thereunder, the Board reappointed Sulabh Jain and Associates, Practicing
Company Secretary, to undertake the Secretarial Audit of your Company for FY 2024-25. The
Secretarial Audit Report for the year under review is provided as Annexure-A
of this report.
Management Response by Company
The comments made by the Secretarial Auditor have been duly noted by
the Company. The Company assures that necessary steps will be taken to address the
observations, and adequate care will be exercised to ensure compliance in the future.
Further, pursuant to amended Regulation 24A of SEBI Listing
Regulations, and subject to your approval being sought at the ensuing AGM scheduled on
September 30, 2025, M/s. Divya Mohta & associates, Practicing Company Secretary (CP
No: 17217 and Peer Review Certificate No. 2773/2022) has been appointed as a Secretarial
Auditor to undertake the Secretarial Audit of your Company for the first term of five
consecutive years from FY 2025-26 till FY 2029-30. M/s. Divya Mohta & associates,
Practicing Company Secretary (CP No: 17217 and Peer Review Certificate No. 2773/2022) have
confirmed that it is not disqualified to be appointed as a Secretarial Auditor and is
eligible to hold office as Secretarial Auditor of your Company.
Secretarial Standards
During the year under review, your Company has complied with all the
applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the
Institute of Company Secretaries of India.
c) INTERNAL AUDITOR
Pursuant to provisions of Section 138, read with the rules made there
under, the Board has appointed M/s Appa & Associates, (PAN: ALCPA1194L) as an Internal
Auditor of the Company for the Financial Year 2024-25, 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, 2025. 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
Authorized Share Capital
During the year under review, The Authorized Share Capital of the
Company increased from existing INR 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) each to Rs. 1,30,00,00,000/- (Rupees One Hundred Thirty Crores Only) divided
into 1,30,00,00,000 (Rupees One Hundred Thirty Crores) Equity shares of Re. 1/- (Rupee One
Only) by adding 54,94,00,000 (Fifty-Four Crores Ninety-Four Lakhs) Equity Shares of Re. 1
each vide resolution passed on 29th March, 2025
Issued, Subscribed and Paid-up share capital
During the year the Issued, subscribed and paid-up share capital of the
company increased from Rs. 25,01,36,311 divided into 25,01,36,311 equity share of Re.1/-
each to Rs.74,54,06,207/- divided into 74,54,06,207 equity shares of Re. 1 each due to
issuance of shares on right basis in the ratio on 198:100.
Further, on account of Bonus issue of shares by the Company, Issued,
subscribed and paid-up share capital of the company increased from Rs.74,54,06,207/-
divided into 74,54,06,207 equity shares of Re.1/- each to Rs. 75,03,24,164 /- divided into
750324164 equity shares of Re. 1 each due to issuance of bonus shares in the ratio on
1:150.
As on 31st March 2025 the issued subscribed and paid-up
share capital of the company stood at Rs.
75.03.24.164 /- divided into 750324164 equity shares of Re. 1 each.
After the closure of Financial Year till the date of this report, the
Company has issued and allotted 494719229 equity shares on rights basis to the existing
shareholders of the Company at a ratio of 60:91 i.e 60 Equity Share(s) for every 91 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.
75.03.24.164 /- divided into 750324164 equity shares of Re. 1/- each to
Rs. 1245043393/- divided into 1245043393equity 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.ifllimited.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-B".
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 2024-25, 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:
| Name of Director |
Designation |
DIN/ PAN |
Date of Appointment |
Date of Appointment at current
designation |
Date of Resignation |
| 1. Mr. Abhishek Pratapkumar Thakkar |
Managing Director |
02681513 |
09-06-2025 |
09-06-2025 |
02-08-2025 |
| 2. Mr. Meet Sureshbhai Chhatrala |
Director |
10778872 |
30-12-2024 |
30-12-2024 |
NA |
| 3. Ms. Vinaben Kanaiyalal Joshi |
Non Executive Director |
07900014 |
13/05/2022 |
13/05/2022 |
NA |
| 5. Mr. Sarang Dinesh Likhitkar |
Director & CFO |
10986050 |
06/03/2025 & 07/03/2025 |
09-06-2025 |
03-09-2025 |
| 6. Mr. Samad Ahmed Khan |
Independent Director |
09527456 |
05/03/2022 |
05/03/2022 |
NA |
| 7 Mrs. Dimpleben Arajanbhai Makwana |
Independent Director |
10745925 |
30/12/2024 |
30/12/2024 |
NA |
| 8 Mr. Pratapsinh Rajput |
Independent Director |
10905542 |
05/03/2025 |
05/03/2025 |
NA |
| 9. Mr. Gurdeep Singh |
Company Secretary |
|
17/09/2024 |
17/09/2024 |
NA |
During the year under review following changes took place in the Board
of Directors and Key Managerial Persons:
• The Board noted that Mr. Jitendra Vaishnav (DIN: 10414407) has
tendered his resignation from the position of Managing Director of the Company with effect
from 6th March, 2025
• The Board noted that Ms. Falguni Mehal Raval (DIN: 08605075) has
tendered her resignation from the position of Non-Executive Independent Director of the
Company with effect from 20th November, 2024.
• The Board noted that Mr. Rahul Pitaliya (PAN: DQXPP7918C) has
tendered his resignation from the position of Company Secretary & Compliance Officer
of the Company with effect from 1st July, 2024.
The Board placed on record its appreciation for the assistance, support
and valuable services rendered by him during his tenure and wished him success in his
future endeavors.
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 (Twenty) times during
the year i.e. (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.
30-04-2024, 08-05-2024, 09-05-2024, 13-05-2024, 24-05-2024, 27-05-2024,
02-07-2024, 02-07-2024 08-08-2024, 14-08-2024, 21-08-2024, 17-09-2024, 25-09-2024,
28-09-2024, 13-11-2024, 30-12-2024 12-02-2025, 05-03-2025, 06-03-2025, 07-03-2025
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.
Audit Committee Meetings:
| Date of Meeting |
Director Entitled |
Attended |
| 27-05-2024 |
3 |
3 |
| 14-08-2024 |
3 |
3 |
| 13-11-2024 |
3 |
3 |
| 12-02-2025 |
3 |
3 |
The Audit Committee comprises of and their attendance :
| Name of Director |
Designation / Nature of Directorship |
Number of meetings of Audit Committee
held during the year |
Number of meetings of Audit Committee
attended during the year |
| 1 Samad Ahmed Khan |
(Chairman & Independent Director) |
4 |
4 |
| 2 Falguni Mehal Raval* ** |
(Member, Independent Director) |
3 |
3 |
| 3 Jitendra Vaishnav* |
(Member, Executive Director) |
4 |
4 |
| 4 Dimpleben Arajanbhai Makwana |
Member, Independent Director), |
1 |
1 |
| 5 Vinaben Kanaiyalal Joshi |
( Member, Non - Executive Director ) |
4 |
4 |
* Falguni Mehal Raval has resigned w. e.f. 20/11/2024
** Jitendra Vaishnav has resigned w.e.f. 06/03/2025
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.
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.
Nomination & Remuneration Meetings:
| Date of Meeting |
Director Entitled |
Attended |
| 17-09-2024 |
2 |
2 |
| 25-09-2024 |
2 |
2 |
| 05-03-2025 |
3 |
3 |
| 06-03-2025 |
3 |
3 |
| 07-03-2025 |
3 |
3 |
The Nomination & Remuneration comprises of and their attendance :
| Name of Director |
Designation / Nature of Directorship |
Number of meetings of Nomination &
Remuneration held during the year |
Number of meetings of Nomination &
Remuneration attended during the year |
| 1 Samad Ahmed Khan |
(Chairman & Independent Director) |
5 |
5 |
| 2 Falguni Mehal Raval* |
(Member, Independent Director) |
2 |
2 |
| 3 Vinaben Kanaiyalal Joshi |
( Member, Non - Executive Director ) |
5 |
5 |
| 4 Dimpleben Arajanbhai Makwana |
Member, Independent Director), |
3 |
3 |
* Falguni Mehal Raval has resigned w.e.f. 20/11/2024
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.
Audit Committee Meetings:
| Date of Meeting |
Director Entitled |
Attended |
| 07-03-2025 |
3 |
3 |
The Stakeholders Relationship comprises of and their attendance:
| Name of Director |
Designation / Nature of Directorship |
Number of meetings of Stakeholders
Relationship held during the year |
Number of meetings of Stakeholders
Relationship attended during the year |
| 1 Samad Ahmed Khan |
(Chairman & Independent Director) |
1 |
1 |
| 2 Falguni Mehal Raval* |
(Member, Independent Director) |
0 |
0 |
| 3 Jitendra Vaishnav* |
(Member, Executive Director) |
0 |
0 |
| 4 Dimpleben Arajanbhai Makwana |
Member, Independent Director), |
1 |
1 |
| 5 Sarang Dinesh Likhitkar |
(Member, Director) |
1 |
1 |
* Falguni Mehal Raval has resigned w.e.f. 20/11/2024 ** Jitendra
Vaishnav has resigned w.e.f. 06/03/2025
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.
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.ifllimited.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. The Company does not have any Joint Venture/ Associate Companies.
Further, a statement containing the salient features of the financial
statements of subsidiaries pursuant to sub-section 3 of Section 129 of the Companies Act,
2013 ('the Act') in the prescribed form AOC-1 is appended to this Board Report as Annexure
- C.
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.
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-D 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
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.
There is no remuneration is paid by the company during the financial
year
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.
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.ifllimited.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 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.
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) Pursuant to the requirement under Section 134 (5) of the
Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby
confirmed:
(b) That in the preparation of the annual accounts for the
financial year ended 31st March, 2025 the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(c) 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;
(d) 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;
(e) That the directors had prepared the annual accounts for the
financial year ended 31st March,2025 on a going concern basis;
(f) That the directors had laid down internal financial controls to
be followed by the company and that such internal financial controls are adequate and were
operating effectively and
(g) 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.
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 DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
As there is no application made or pending under Insolvency and
Bankruptcy Code, 2016, so there is no requirement to give details of application made or
any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
42 DECLARATION REGARDING SETTLEMENT WITH BANKS/ FINANCIAL
INSTITUTIONS
During the year under review, the Company has not made any settlements
with banks or financial institutions. As a result, no valuations were necessary.
43 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013
There are no employees in the Company thus it is not required to
constitute Internal Complaints Committee (ICC) pursuant to the legislation 'Prevention,
Prohibition and Redressal of Sexual Harassment of Women at Workplace Act 2013' as the same
is not applicable on the Company
44 MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT
ACT 1961
The Company declares that it has duly complied with the provisions of
the Maternity Benefit Act, 1961. All eligible women employees have been extended the
statutory benefits prescribed under the Act, including paid maternity leave, continuity of
salary and service during the leave period, and postmaternity support such as nursing
breaks and flexible return-to-work options, as applicable. The Company remains committed
to fostering an inclusive and supportive work environment that upholds the rights and
welfare of its women employees in accordance with applicable laws.
45 PREVENTION OF SEXUAL HARASSMENT
The Company's goal has always been to create an open and safe
workplace for every employee to feel empowered, irrespective of gender, sexual preferences
and other factors, and contribute to the best of their abilities. In line to make the
workplace a safe environment, the Company has set up a policy on prevention of sexual
harassment in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("PoSH Act"). Further, the
Company has complied with the provisions under the PoSH Act relating to the framing of an
anti-sexual harassment policy and the constitution of an Internal Committee.
The Company has not received any complaints of work place complaints,
including complaints on sexual harassment during the year under review.
46 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.
47 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.
|
By the Order of the Board of Directors |
|
IFL ENTERPRISES LIMITED |
| Date: 08-09-2025 |
Sd/- |
Sd/- |
| Place: Ahmedabad |
Meet Sureshbhai Chhatrala |
Vinaben Kanaiyalal Joshi |
|
Director |
Director |
|
DIN:10778872 |
DIN: 07900014 |
|