Your Directors have pleasure in presenting the Thirty- third Annual Report of A FEnterprises Limited along with audited financial statements for the financial year (FY)ended on March 31st 2016.
HIGHLIGHTS OF PERFORMANCE
Income for the year increased from Rs. 105 668 811 in 2015 to Rs. 182 429 889 in2016. Profit before tax increased from Rs. 4 93 613 in the previous year 2015 to Rs. 508 567 in the current year 2016. However Net Profit was Rs. 3 40750 in the previousyear 2015 increased to Rs. 3 49980 in the current year 2016.
1. Financial Results
The financial performance of A F Enterprises Limited for the financial year ended March31 2016 is summarised below:
| ||Current Year ||Previous Year |
|Particulars ||31st March 2016 ||31st March 2015 |
| ||(in Rupees) ||(in Rupees) |
|Total Income ||182429889 ||105668811 |
|Total Expenditure ||181921322 ||105175535 |
|Profit/(Loss) before tax ||508567 ||493276 |
|Profit/(Loss) after tax ||349980 ||340750 |
|Paid up Share Capital ||40000000 ||40000000 |
|Reserve & Surplus ||(11064802) ||(11414782) |
2. Future Prospects
The company is making efforts continuously to improve its business operations. In viewof the above prospectus of the Company appears bright in near future.
3. Transfer to Reserves
The Company has not transferred any amount to the General Reserve out of amountavailable for appropriations.
In view of the inadequate profits the Directors express their inability to recommendany dividend for the year under review.
The company has not accepted any public deposits during F.Y. 2015-16 from the membersor the general public. There are no small depositors in the company.
6. Change in the Nature of Business
The Company has not undergone any changes in the nature of the business during thefinancial year. However Company had move into the business of Readymade garments.
7. Subsidiary Company.
The Company has no Subsidiary Company.
8. Internal Process & Financial Control
The Company has an internal control system commensurate with the size scale andcomplexity of its operations. The Company's internal controls are tested for adequacy andeffectiveness by the Internal Auditor and Statutory Auditors on a regular basis.
9. Listing Fees
The Annual Listing Fee for the year 2015-16 had been paid to those Stock Exchangeswhere the company's shares are listed.
10. Corporate Social Responsibility (CSR)
Provision related CSR under Section 135 of the Companies Act 2013 are not applicableto the Company.
11. Vigil Mechanism/ Whistle Blower Policy
The Company has a vigil mechanism by way of internal reviews. The Company also has a"Whistle Blower Policy" the copy of which is available on the website of theCompany namely http:/ /www.afenterprisesltd.com
12. Prevention Of Sexual Harassment At Work Places
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under.
Further the Company's Audit Committees look into the matter for its office of theCompany in compliance with the above mentioned Act and Rules. For the financial year2015-16 no case of sexual harassment was pending at the beginning no case was receivedduring the year nor did any case remain pending at the close of the year.
13. Conservation of Energy Technology Absorption Foreign Exchange Earning and Outgo.
Information pursuant to section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 are given below:
A. Conservation Of Energy:
The Company has taken measures in consultation with the technical experts to conserveuse of power by
i. More Emphasis on elimination of waste.
ii. Improved efficiency of own generator by usage of diesel generator only foremergencies and as stand by.
iii. Preventive maintenance of various equipments for efficient utilization of energy.
B. T echnology Absorption:
Disclosure of particulars with respect to technology absorption:-
Research & Development
i. Specific Areas In Which R&D Carried out by the Company
a. Quality Up- gradation.
b. Productivity enhancement.
c. Quality Control Management.
ii. Benefits Derived as Result of the above R&D: Increase in production.
iii. Future plan of action: Cost efficiency in manufacturing operations through bettermethods and techniques of production.
iv. Expenditure in R & D: Specific expenditure of recurring or capital nature innot involved.
C. Foreign Exchange Earning And Outgo :
14. Management Discussion Analysis Report (MDAR):
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section which forms part of the AnnualReport.
15. Extract Of Annual Return
The extract of the Annual Return as provided under Section 92(3) of the Companies Act2013 in the prescribed Form MGT - 9 is annexed herewith as Annexure- II.
16. Particulars of Employees
The particulars of employees are given in Annexure-IV to this Report as required underSection 197(12) of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
17. Details of Directors and Key Managerial Personnel
Details of Directors and KMP appointed or resigned during the year.
|Name ||Designation ||Date of Appointment ||Date of Resignation |
|Ms. Charu Aggarwal ||Director ||8th January 2014 ||- |
|Mr. Rahul Yadav ||Independent Director ||30th September 2015 ||30th May 2016 |
|Mr. Sanjay kumar Gupta ||Independent Director ||31st March 2015 ||30th June 2015 |
|Mr. Santosh Kumar ||Whole-Time Director ||30th June 2015 ||- |
|Ms. Pooja Kushwaha ||Additional Director (Independent) ||30th June 2015 ||14th August 2015 |
|Mr. Abhishek Singh ||Independent Director ||4th September 2015 ||- |
|Mr. Anil Kumar Jalan ||Director ||4th September 2015 ||27th February 2016 |
|Mr. Pankaj Bansal ||CFO ||13th August 2014 ||30th May 2016 |
|Mr. Ravi Sharma ||Director ||27th February 2016 ||30th May 2016 |
|Mr. Ravi Jabbar Sharma ||Independent Director ||27th February 2016 ||30th May 2016 |
|Mr. Parveen Kumar ||Additional Director ||30th May 2016 ||- |
|Mr. Deepak Kumar ||Additional Director ||30th May 2016 ||- |
|Mr. Gaurav Kumar Pandey ||Additional Director ||30th May 2016 || |
|Mrs. Shweta Gupta ||Additional Director ||30th May 2016 ||- |
|Mr. Neeraj Kumar Singh ||CFO ||30th May 2016 ||- |
|Ms. Varsha Bharti ||Company Secretary & KMP ||26thFebruary 2015 ||14th August 2015 |
|Ms. Charu Sharma ||Company Secretary & KMP ||14th August 2015 ||13th April 2016 |
|Ms. Mamta Surkali ||Company Secretary & KMP ||30th May 2016 || |
Details of directors retiring by rotation in the ensuing Annual General Meeting.
|Name ||Designation ||Date of Appointment ||Date of Resignation |
|Mrs. Charu Aggarwal ||Director ||08/01/2014 ||- |
18. Declaration Given by Independent Directors
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
19. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
a) in the preparation of annual financial statements the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;
b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year 2015-16and of the profit of the company for that period;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the directors have prepared the annual accounts on a going concern basis;
e) the directors had laid down proper internal financial controls and such internalfinancial controls are adequate and were operating effectively;
f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
20. Board Evaluation
The Board has carried out an annual performance evaluation of its own performance andthat of its Committees and individual directors. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.
21. Independent Directors Meeting
During the year under review the Independent Directors met on 29th May2015 inter alia to:
a) Review the performance of Non Independent Directors and the Board of Directors as awhole;
b) Review the performance of the Chairman of the Company taking into account the viewsof the Executive and Non-Executive Directors.
c) Assess the quality content and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform its duties.
d) All the Independent Directors were present at this meeting.
The Independent director authorized the Company Secretary of the Company to Act asSecretary to the Committee and to do all such deed and acts necessary for the callingconducting of meeting preparation of minutes and other formalities in consultancy withthe chairman of the Committee.
The details of Familiarization Programme of the Independent Directors have beenuploaded on the website of the Company which can be found at www.afenterprisesltd.com
The observations made by the Independent Directors have been adopted and put intoforce.
22. Appointment and Remuneration Policy for Directors Key Managerial Personnel andOther Employees
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management Personneland Key Managerial Personnel ("KMP") and their remuneration. This Policy isdescribed in the Corporate Governance Report.
23. Meetings of the Board
During the year Eight (8) Meeting of the Board and Six (6) Meeting of the AuditCommittee were held details of which are given in the Corporate Governance Report. The gapbetween the meetings was within the period prescribed under the Companies Act 2013 / SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. All other Committeesalso have met during the year and have helped the Board to provide direction to themanagement.
24. COMMITTEES OF THE BOARD
The Company has an Audit Committee comprising of 3 members. As on 31stMarch 2016. The Chairman of the Committee is Ms. Charu Aggarwal with Mr. Rahul Yadav andMr. Abhishek Singh as its members all the Director members are financially literate andhaving accounting and related administrative and Financial Management Expertise.
Stakeholders Relationship Committee
The Committee comprises of 3 members. As on 31st March 2016 The Chairman of theCommittee is Mr. Ravi Jabbar Sharma with Mr. Rahul Yadav and Mr. Abhishek Singh as itsmembers. During the year under review the Stakeholders Relationship Committee met 4 timeson 29th May 2015 04th September 2015 06th November 2015 and 27th February2016.
Nomination and Remuneration Committee
The Chairman of the Committee is Mr. Rahul Yadav with Ms. Charu Aggarwal and Mr.Abhishek Singh as its member. Five Meetings of the Nomination and Remuneration Committeewere held during the year on 29th June 2015 04th September 2015 30th September2015 26th December 2015 and 27th February 2016 and their attendances are:
25. Corporate Governance report
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancetogether with a certificate from the Company's Statutory Auditors confirming complianceforms part of this Report.
A. Statutory Auditors
M/s V N Purohit & Co. Chartered Accountants (Registration Number : 304040E) whoare Statutory Auditors of the Company were appointed until the conclusion of 34th AnnualGeneral Meeting subject to ratification by the Members at every Annual General meeting.
The Board recommend the members for re-appointment of the Statutory Auditor forconducting audit of financial statements of the Company for financial year 2016-17. Asrequired under the provisions of Section 139 of the Companies Act 2013 the Company hasobtained written confirmation from M/s V N Purohit & Co. Chartered Accountants thattheir appointment if made would be in conformity with the limits specified in the saidSection.
Explanation to Auditor's Remarks
The Auditor's Report to the members does not contain any qualification or adverseremarks on the financial reporting and disclosure of the Company. The Notes to Accountsforming part of the financial statements are self-explanatory and need no furtherexplanation.
B. Secretarial Audit
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s Vikas Verma & Associates company Secretaries in practice to undertakethe Secretarial Audit of the Company for the Financial Year 2015-16. The Secretarial Auditreport is annexed herewith as Annexure-I.
Explanation to Auditor's Remarks
The Secretarial Auditors Report (MR-3) contains some qualification and adverse remarkin F.Y. 2015-16 following are the explanations for the same:
(i) As the Company was not complied with the provision of Section 110 of Companies Act2013 read with rule (22) sub-rule (16) of Companies (Management and Administration) Rules2014 in the matter of Change of Main Object of the Company Company is under the processof Compounding of offence for make the default good.
(ii) As the Company does not entered into any related party transactions in 2014-15 sono AOC-2 was attached therein.
(iii) In accordance to Section 102 of CA 2013 Explanatory Statement which wasattached with the Notice of General Meeting had all the relevant information which werenecessary for the appointment or re-appointment of Directors.
(iv) None of the directors of the Company were entitled to remuneration thereforeCompany does not give said disclosure.
C. Cost Audit
Provision related to Cost Audit is not applicable to the Company.
D. Internal Auditor
M/s Kumar Aggarwal & Co. Chartered Accountants is appointed as Internal Auditor ofthe Company for the financial year 2016-17.
27. Disclosures With Respect To Employees Stock Option Scheme
The Company does not have any Employees Stock Option Scheme.
28. Related Party Transaction.
As per Section 188(1) of the Companies Act 2013 there is no transaction entered withthe related party during the Financial Year 2015-16. Form AOC-2 is attached as Annexure-III.
29. Risk Management
The Company has a Risk Management framework in place to identify assess monitor andmitigate various risks to the business. This framework seeks to minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The frameworkalso defines the risk management approach across the enterprise at various levels.
Risk Management forms an integral part of the Company's planning process. AuditCommittee of the Board reviews the process of risk management and also this policy isavailable on the website of the Company namely http:/ /www.afenterprisesltd.com.
30. Significant And Material Orders Passed By The Regulatory Bodies / Courts
Your Directors hereby declare that during the period under consideration no order hasbeen passed by the regulators or courts or tribunals impacting the going concern statusand company's operations in future.
31. Particulars of Loans Guarantees or Investments by the Company
During the period under review no loans & guarantees were provided by the Companyunder the provisions of section 186 of the Companies Act 2013.
The Board takes this opportunity to sincerely thank all its stakeholders namelyshareholders customers suppliers/contractors bankers employees Government agencieslocal authorities and the immediate society for their un-stinted support and cooperationduring the year.
| ||For and on Behalf of the Board of |
| ||A.F. Enterprises Limited |
|Date: 30/05/2016 ||Sd/- ||Sd/- |
|Place: New Delhi ||Santosh Kumar ||Abhishek Singh |
| ||(Whole Time Director) ||(Director) |
| ||DIN: 02994228 ||DIN: 03603706 |