A F Enterprises Ltd.
|BSE: 538351||Sector: Others|
|NSE: N.A.||ISIN Code: INE663P01015|
|BSE 00:00 | 19 Sep||1.81||
|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 35th Annual Report of AFEnterprises Limited along with audited financial statements for the financial year (FY)ended on 31st March 2018.
Revenue for the year increased from Rs. 60401372 in 2017 to Rs.122478351 in 2018.
The Company has prepared its first Indian Accounting Standards (Ind AS)compliant Financial Statements for the periods commencing from April 1 2017 with restatedcomparative figures for the year ended March 31 2017 in compliance with the Ind AS. TheCompany has prepared these financial statements in accordance with Ind AS notified underSection 133 of the Companies Act 2013. Accordingly the Balance Sheet in line with Ind AStransitional provisions has been prepared as at April 1 2016 the date of
Company's transition to Ind AS.
1. FINANCIAL RESULTS
The financial performance of A F Enterprises Limited for the financialyear ended 31st March 2018 is summarized below:
The company is seeking new opportunities in different areas and hasmade an extension of its business in import and export which will turn its existingposition towards a prosperous growth. For entering into new ventures it has to expend intonew resources. It has made lay out of its future plan and require to invest heavily inthis period. In view of the above prospectus of the Company appears bright in nearfuture.
2. TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve outof amount available for appropriations.
In view of the inadequate profits the Directors express theirinability to recommend any dividend for the year under review.
The company has not accepted any public deposits during F.Y. 2017-18from the members or the general public. There are no small depositors in the company.
5. CHANGE IN THE NATURE OF BUSINESS
The Company has not undergone any changes in the nature of the businessduring the financial year. However Company had move into the business of Readymadegarments and garment accessories.
6. SUBSIDIARY COMPANY
The Company has no Subsidiary Company.
7. INTERNAL PROCESS & FINANCIAL CONTROL
The Company has an internal control system commensurate with the sizescale and complexity of its operations. The Company's internal controls are tested foradequacy and effectiveness by the Internal Auditor and Statutory Auditors on a regularbasis.
8. LISTING FEES1
The Annual Listing Fee for the year 2017-18 has still pending to pay tothe Stock Exchanges where the company's shares are listed.
9. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provision related CSR under Section 135 of the Companies Act 2013 arenot applicable to the Company.
10. 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 ofwhich is available on the website of the Company namely http://www.afenterprisesltd.com
11. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACES
The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules there under. Further theCompany's Audit Committees look into the matter for its office of the Company incompliance with the above mentioned Act and Rules. For the financial year 2017-18 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.
12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
FOREIGN EXCHANGE EARNING AND OUTGO.
Information pursuant to section 134 of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 are given below:
A. Conservation Of Energy:
The Company has taken measures in consultation with the technicalexperts to conserve use of power by i. More Emphasis on elimination of waste. ii. Improvedefficiency of own generator by usage of diesel generator only for emergencies and as standby. 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 planof action: Cost efficiency in manufacturing operations through better methods andtechniques of production. iv. Expenditure in R & D: Specific expenditure of recurringor capital nature in not involved.
C. Foreign Exchange Earning and Outgo:
13. MANAGEMENT DISCUSSION ANALYSIS REPORT (MDAR):
The Management Discussion and Analysis Report for the year under reviewas stipulated under Regulation 34(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section which forms part ofthe Annual Report.
14. EXTRACT OF ANNUAL RETURN
The extract of the Annual Return as provided under Section 92(3) of theCompanies Act 2013 in the prescribed Form MGT - 9 is annexed herewith as Annexure- II.
15. PARTICULARS OF EMPLOYEES
The particulars of employees are given in Annexure-IV to thisReport as required under Section 197(12) of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
16. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Details of Directors and KMP appointed or resigned during the year upto31ST March 2018.
Details of directors retiring by rotation in the ensuing Annual GeneralMeeting.
17. DECLARATION GIVEN BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
18. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:
a) in the preparation of annual financial statements the applicableIndian accounting standards (IND-AS) have been followed along with proper explanationrelating to material departures if any; b) the directors have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year 2017-18 and of the profit of the company for thatperiod;
c) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d) the directors have prepared the annual accounts on a going concernbasis;
e) the directors had laid down proper internal financial controls andsuch internal financial controls are adequate and were operating effectively;
f) The directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate andoperatingeffectively.
19. BOARD EVALUATION
The Board has carried out an annual performance evaluation of its ownperformance and that of its Committees and individual directors. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.
20. INDEPENDENT DIRECTORS MEETING
During the year under review the Independent Directors met on 17thJanuary 2018 interalia to: a) Review the performance of Non Independent Directors andthe Board of Directors as a whole; b) Review the performance of the Chairman of theCompany taking into account the views of the Executive and Non- Executive Directors. c)Assess the quality content and timeliness of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties. d) All the Independent Directors were present at this meeting.
The Independent director authorized the Company Secretary of theCompany to Act as Secretary to the Committee and to do all such deed and acts necessaryfor the calling conducting of meeting preparation of minutes and other formalities inconsultancy with the chairman of the Committee. The details of Familiarization Programmeof the Independent Directors have been uploaded on the website of the Company which can befound at www.afenterprisesltd.com The observations made by the Independent Directors havebeen adopted and put into force.
21. APPOINTMENT AND REMUNERATION POLICY FOR DIRECTORS KEY
MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy for selection and appointment of Directors Senior ManagementPersonnel and Key Managerial Personnel ("KMP") and their remuneration. This
Policy is described in the Corporate Governance Report.
22. MEETINGS OF THE BOARD
During the year Five (5) Meeting of the Board and Five (5) Meeting ofthe Audit Committee were held details of which are given in the Corporate GovernanceReport. The gap between the meetings was within the period prescribed under the CompaniesAct 2013 / SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Allother Committees also have met during the year and have helped the Board to providedirection to the management.
23. COMMITTEE OF THE BOARD
The Company has an Audit Committee comprising of 3 members. As on 31stMarch 2018. The Chairman of the Committee is Mr. Abhishek Singh with Mr. Gaurav KumarPandey and Mr. Deepak Kumar as its members all the Director members are financiallyliterate and having accounting and related administrative and Financial ManagementExpertise.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee comprises of 3 members. As on 31st March 2018 TheChairman of the Committee is Mr. Gaurav Kumar Pnadey with Ms. Charu Aggarwal and Mr.Deepak Kumar as its members. During the year under review the Stakeholders RelationshipCommittee met 4 times on 30th May 2017 11th August 2017 13th th December 2017 and 13thFebruary 2018.
NOMINATION AND REMUNERATION COMMITTEE
The Chairman of the Committee is Mr. Gaurav Kumar Pandey with Ms.Shewta Singh and Mr. Deepak Kumar as its member. Four Meetings of the Nomination andRemuneration Committee were held during the year on 30th May 2017 11th August 2017 13thth December 2017 and 13th February 2018..
24. CORPORATE GOVERNANCE REPORT
As per Regulation 34 (3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section oncorporate governance together with a certificate from the Company's Statutory Auditorsconfirming compliance forms part of this Report.
A. Statutory Auditors
M/s V N Purohit & Co. Chartered Accountants (Registration Number: 304040E) who are Statutory Auditors of the Company were appointed until the conclusionof 37th Annual General Meeting subject to ratification by the Members at every AnnualGeneral meeting.
Explanation to Auditor's Remarks
The Auditor's Report to the members contain some qualifications on thefinancial reporting and disclosure of the Company. The Notes to Accounts forming part ofthe financial statements are self-explanatory and need no further explanation.
B. Secretarial Audit
Pursuant to provisions of section 204 of the Companies Act 2013 andThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thecompany has appointed M/s Renu Kathuria company Secretaries in practice to undertake theSecretarial Audit of the Company for the Financial Year 2017- 18. The Secretarial Auditreport is annexed herewith as
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 asInternal Auditor of the Company for the financial year 2017-18.
26. 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 notransaction entered with the related party during the Financial Year 2017-18. Form AOC-2is attached as Annexure- III.
30. RISK MANAGEMENT
The Company has a Risk Management framework in place to identifyassess monitor and mitigate various risks to the business. This framework seeks tominimize adverse impact on the business objectives and enhance the Company's competitiveadvantage. The framework also defines the risk management approach across the enterpriseat various levels.
Risk Management forms an integral part of the Company's planningprocess. Audit Committee of the Board reviews the process of risk management and also thispolicy is available on the website of the Company namely http://www.afenterprisesltd.com.
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY BODIES /COURTS
Your Directors hereby declare that during the period underconsideration no order has been passed by the regulators or courts or tribunals impactingthe going concern status and company's operations in future.
32. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
During the period under review Company has given loans &guarantees and same has been disclosed Note No. 9 of Financial Statement under theprovisions of section 186 of the Companies Act 2013.
The Board takes this opportunity to sincerely thank all itsstakeholders namely shareholders customers suppliers/contractors bankers employeesGovernment agencies local authorities and the immediate society for their unstintedsupport and co-operation during the year.
For and on Behalf of the Boardof
A.F. Enterprises Limited
Date: 14/07/2018 Place: New Delhi