A F Enterprises Ltd.
|BSE: 538351||Sector: Others|
|NSE: N.A.||ISIN Code: INE663P01015|
|BSE 13:23 | 14 Feb||4.21||
|NSE 05:30 | 01 Jan||A F Enterprises Ltd|
A F Enterprises Ltd. (AFENTERPRISES) - Director Report
Company director report
Your Directors have pleasure in presenting the 34th Annual Report of AF EnterprisesLimited along with audited financial statements for the financial year (FY) ended on 31stMarch 2017.
The Company for the financial year 2016-17 has entered the new market area of garmentsector and launched its new brand "Look Centric". Look Centric has followed themarket trend of e-commerce and has followed the concept of matching the market trend beingfollowed. Products being dealt with and offered to the public are bags hand bagshangers linings interlining & other garment accessories.
In addition to those mentioned above Look Centric has joined hands with various bigbrands such as Cobb Shakuntalam Kamakshi Wills Lifestyle (an ITC brand) and has alsoobtained manufacturing rights of Raymond and is increasing its footprints by entering intoventure with various other brands to capture the market.
Income for the year decreased from Rs. 182429 8891 in 2016 to Rs. 60431820 in 2016.The Profit before tax decreased from Rs. 508567 in the previous year 2016 to Rs. 250747in the current year 2017 and Net Profit has decreased from Rs. 3 49980 in the previousyear 2016 increased to Rs. 171787 in the current year 2017.
1. FINANCIAL RESULTS
The financial performance of A F Enterprises Limited for the financial year ended 31stMarch 2017 is summarized below:
2. FUTURE PROSPECTS
The company is seeking new opportunities in different areas and has made an extensionof its business which will turn its existing position towards a prosperous growth. Forentering into new ventures it has to expend into new resources. It has made lay out of itsfuture plan and require to invest heavily in this period. In view of the above prospectusof 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. 2016-17 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 andgarment accessories.
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 Companys internal controls are tested for adequacyand effectiveness by the Internal Auditor and Statutory Auditors on a regular basis.
9. LISTING FEES1
The Annual Listing Fee for the year 2016-17 had been paid to those Stock Exchangeswhere the companys 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 theCompanys Audit Committees look into the matter for its office of the Company incompliance with the above mentioned Act and Rules. For the financial year 2015-16 no caseof sexual harassment was pending at the beginning no case was received during the yearnor 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. Technology 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 upto 31st March2017.
Details of directors retiring by rotation in the ensuing Annual General Meeting.
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 17th January 2016interalia 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
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 Seven (7) Meeting of the Board and Five (5) 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. COMMITTEE OF THE BOARD
The Company has an Audit Committee comprising of 3 members. As on 31st March 2017. TheChairman of the Committee is Mr. Abhishek Singh with Ms. Charu Aggarwal and Mr. DeepakKumar as its members all the Director members are financially literate and havingaccounting and related administrative and Financial Management Expertise.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee comprises of 3 members. As on 31st March 2017 The Chairman of theCommittee is Mr. Abhishek Singh with Mrs. Charu Aggarwal and Mr. Deepak Kumar as itsmembers. During the year under review the Stakeholders Relationship Committee met 4 timeson 25th May
2016 12 August 2016 10th November 2016 and 10th February 2017.
NOMINATION AND REMUNERATION COMMITTEE
The Chairman of the Committee is Mr. Rahul Yadav with Ms. Charu Aggarwal and Mr.Abhishek Singh as its member. Four Meetings of the Nomination and Remuneration Committeewere held during the year on 25th May 2016 12th August 2016 10th November 2016 and 10thFebruary 2017.
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 Companys Statutory Auditors confirmingcompliance forms 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 36th AnnualGeneral Meeting subject to ratification by the Members at every Annual General meeting.
Explanation to Auditors Remarks
The Auditor's Report to the members contain some qualifications on the financialreporting and disclosure of the Company. The Notes to Accounts forming part of thefinancial statements are self-explanatory and need no further explanation.
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 Renu Kathuria company Secretaries in practice to undertake the SecretarialAudit of the Company for the Financial Year 2016-17. The Secretarial Audit report isannexed herewith as Annexure-I.
C. Cost Audit
Provision related to Cost Audit is not applicable to the Company.
D. Internal Auditor
M/s Khurana Smita & Co. Chartered Accountants is appointed as Internal Auditor ofthe Company for the financial year 2017-18.
27. DISCLOSURES WITH RESPECT TO EMPLOYEES STOCK OPTION SCHEME
The Company does not have any Employees Stock Option Scheme.
29. 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.
30. 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 Companys competitive advantage. Theframework also defines the risk management approach across the enterprise at variouslevels.
Risk Management forms an integral part of the Companys planning process. AuditCommittee of the Board reviews the process of risk management and also this policy isavailable on the website of the Company namelyhttp://www.afenterprisesltd.com.
31. 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 companys operations in future.
32. 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 co-operationduring the year.
For and on Behalf of the Board of A.F. Enterprises Limited