You are here » Home » Companies » Company Overview » A F Enterprises Ltd

A F Enterprises Ltd.

BSE: 538351 Sector: Others
NSE: N.A. ISIN Code: INE663P01015
BSE 12:20 | 28 Jun 92.15 -4.85
(-5.00%)
OPEN

97.00

HIGH

97.00

LOW

92.15

NSE 05:30 | 01 Jan A F Enterprises Ltd
OPEN 97.00
PREVIOUS CLOSE 97.00
VOLUME 60004
52-Week high 138.90
52-Week low 17.00
P/E 115.19
Mkt Cap.(Rs cr) 119
Buy Price 0.00
Buy Qty 0.00
Sell Price 92.15
Sell Qty 619.00
OPEN 97.00
CLOSE 97.00
VOLUME 60004
52-Week high 138.90
52-Week low 17.00
P/E 115.19
Mkt Cap.(Rs cr) 119
Buy Price 0.00
Buy Qty 0.00
Sell Price 92.15
Sell Qty 619.00

A F Enterprises Ltd. (AFENTERPRISES) - Director Report

Company director report

To The Members A F Enterprises Limited

Your Directors are pleased to present their report on the affairs of the company forthe Financial Year ended March 31 2021.

FINANCIAL PERFORMANCE (Audited)

(Amount in Rs. 000 )

Particulars Consolidated Financial Results Standalone Financial Results
2020-21* 2020-21 2019-20
Total Revenue 378087.43 188014.07 594283.37
Profit before Interest Tax & Depreciation 14056.00 10045.54 43740.66
Less: Depreciation 17320.59 17036.12 17689.63
Profit before Tax (3264.59) (6900.48) 26051.02
Prior Period Expenses
Income Tax for
Previous Years
TDS W/O
Profit before Tax after Extraordinary Items 16235.77 12509.88 26051.02
Less: Provision for Income Tax
i) Current Tax (4012.14) (3128.14) -
(1600.73) (1535.14) (9306.96)
ii) Deferred Tax
- - -
iii) Mat Credit - - -
iv) Excess Provision of Income tax Earlier year
Net Profit/ (Loss) 10622.90 7846.60 16744.05

* The Company has acquired 95.27% Shares of Aunik IT Solutions Pvt. Ltd. on 26th March2021

KEY HIGHLIGHTS

During the period under consideration the total Revenue for the year decreased fromRs. 5952.28 lakhs in 2019-20 to Rs 3780.87 lakhs in 2020-21. The Net Profit has beendecreased from Rs. 167.44 lakhs in FY 2019-20 to 106.23 lakhs in FY 2020-21.

STATE OF COMPANYS AFFAIR

The Company is engaged in the business of dealing in Fabrics Investments/trading insecurities manufacturing and trading of plastic products including manufacturing anddealing of polythene polypropylene products manufacturing and dealing of sanitary itemsand medical equipments and devices

All Trading heads are our Strategic Business Units and are headed by team ofprofessionals.

DIVIDEND

During the year No Dividend has been declared.

TRANSFER TO RESERVES:

During the year under review the company has not transferred any amount to the GeneralReserve.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

Following material changes and commitments have occurred between Financial Year2020-2021 are as under:

1) Allotment of 5513636 Equity Shares at a Face Value of Rs. 10/- Per share and at aPremium of Re.1/- Per Share on Preferential Basis on 2nd February 2021;

2) Acquisition of 95.27% shares of Aunik IT Solutions Private Limited.

LISTING OF SHARES:

The equity shares of A F Enterprises Ltd (Scrip Code: 538351) are listed and admittedto dealings on the Platform of BSE.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the Business during the financial year underreview.

NUMBER OF MEETINGS OF THE BOARD

During the year the Board of Directors of the Company has met on the following datesin compliance with the provisions of the Companies Act 2013:

S No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended % of Attendance
1 31st July 2020 4 4 100%
2 3rd Sept2020 5 5 100%
3 11th Sept2020 5 5 100%
4 12th Nov 2020 5 5 100%
5 23rd Nov 2020 5 5 100%
6 2nd Feb 2021 5 5 100%
7 12th Feb 2021 5 5 100%
8 12th Mar 2021 5 5 100%
9 24th Mar2021 5 5 100%

SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31 2021 stands at Rs.245000000/- divided into 24500000 equity shares of Rs. 10/- each. The Paid up EquityShare Capital as at March 31 2021 stood at Rs. 95136360/- divided into 9513636equity shares of Rs. 10/- each fully paid. At the beginning of the year the Company'sAuthorized Share capital stood at 45000000 divided into 4500000 equity shares of Rs.10/- each and the Paid Up Capital stood at Rs. 40000000 divided into 4000000 equityshares of Rs. 10/- each. On February 2nd 2021 Company has allotted 5513636equity shares at a Face Value of Rs. 10/- each and at a premium of Re. 1/- per share onpreferential basis.

During the year under review the Company has not issued any shares with differentialvoting rights nor has granted any stock options or sweat equity. As on March 31 2021none of the Directors of the Company hold instruments convertible into equity shares ofthe Company.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Your Company is managed and controlled by a Board comprising an optimum blend ofExecutives and Non-Executive Professional Directors. As on March 31 2021; the Board ofDirectors consists of Five(5) Directors including one (1) Whole Time Director One (1)Non-executive Independent Director and Three (3) Non Executive and Non IndependentDirector including one Woman Director. All the Directors possess the requisitequalifications and experience in general Corporate Management Finance banking and otherallied fields which enable them to contribute effectively to the Company in their capacityas Directors of the Company.

CHANGES IN COMPOSITION OF BOARD.

The change in Composition of Directors during the financial year ended on March 312021 were made as per companies Act 2013 During the year under review Ms. Prerna Sethiresigned as an Independent Director of the Company w.e.f. 3rd September 2020and Ms. Shagun Ajmani and Mr. Sahil Arora was appointed as Non Executive and NonIndependent Director w.e.f. 3rd September2020.

KEY MANAGERIAL PERSONNEL

During the year Ms. Shwetambery Khurana Company Secretary was appointed as CompanySecretary and Compliance Officer on 12th November 2021 and resigned from theposition on 12th February 2021 and Ms. Payal Sachdeva Company Secretary wasappointed as Company Secretary and Compliance Officer of the Company w.e.f 12thMarch2021.

DECLARATION BY INDEPENDENT DIRECTORS

Independent directors had submitted their disclosure to the Board that they fulfill allthe requirements as to qualify for their appointment as an Independent Director under theprovisions of Section 149 read with Schedule IV of the Companies Act 2013. The Boardconfirms that the independent directors meet the criteria as laid down under the CompaniesAct 2013.

None of the Independent Director on the Board of the Company serve as an IndependentDirector in more than seven (7) Listed Companies nor holds the position of Whole timeDirector in any Listed Company. Independent Directors of the Company have been appointedin accordance with the applicable provisions of the Companies Act 2013 ("Act")read with relevant rules.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed and there is no material departures;

(b) They had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for that period;

(c) They had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) They had prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively.

(f) They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

EXTRACT OF THE ANNUAL RETURN

The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and Administration) Rules 2014 areattached as Annexure ‘A' to this Report. 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 38th AnnualGeneral Meeting.

Auditor's Report

Auditor's Report does not contain any observation(s)/qualification(s) hence does notcall for any explanation.

During the year under review the Auditors had not reported any matter under Section143 (12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Report given by M/s V N Purohit & Co. Statutory Auditors on the financialstatement of the Company for the year ended 31st March 2021 is part of theAnnual Report.

Secretarial Auditors

The Board had appointed M/s Sumit Bajaj & Associates Company Secretaries to carryout Secretarial Audit in accordance with the provisions of Section 204 of the CompaniesAct 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 for the financial year ended March 31 2021.

Secretarial Auditors's Report

The Company will ensure the timely Compliances as mention in the by the SecretarialAudit Report. A copy of the Secretarial Audit Report is annexed herewith as Annexure B andforms part of this report. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNING AND OUTGO CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

(A) Conservation of energy:

(i) Steps taken or impart on conservation of energy :-Required steps have been taken bythe Company

(ii) Steps taken by the company for utilizing alternate sources of energy:- Requiredsteps have been taken by the Company

(iii) Capital Investment on energy conservation equipments:-NIL

(B) Technology absorption

(I) Efforts made towards technology absorption:- As the Company is not using anyborrowed technology no such steps are required. (II) benefit derived :- NA

(III) In case of imported technology- N.A. a) The detail of technology imported b) Theyear of import c) Whether the technology been fully absorbed d) If not fully absorbedareas where absorption has not been taken place and the reasons thereof (IV) Expensesincurred on R & D: NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Amount in Rs. 000)

PARTICULARS CURRENT YEAR PREVIOUS YEAR
Foreign Exchange Outgo - -
Foreign Exchange Earning (10432.60) 99591.27

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING

THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

The Company's Internal Control Systems are commensurate with the nature of its businessand the size and complexity of its operations. It comprises audit and compliance byinternal audit checks by Ms. Manita Rani Partner M/s Prefcom Corporate Advisors LLPDelhi as Internal Auditors of the Company.

The Internal Auditors independently evaluate the adequacy of internal controls andconcurrently audit the financial transactions and review various business processes.Independence of the Internal Auditors and therefore compliance is ensured by the directreport of internal audit division and Internal Auditors to the Audit Committee of theBoard.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act 2013 the Company has developed andimplement the Risk Management Policy for the Company including identification therein ofelements of risk if any which is in the opinion of the Board may threaten the existenceof the Company. These are discussed at the meeting of the Audit Committee and the Board ofDirectors of the Company.

At present the Company has not identified any element of risk which may threaten theexistence of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loan guarantee and advances covered by the provisions of companies act 2013are given in the notes to financial statements

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act 2013 every companyhaving net worth of rupees five hundred crore or more or turnover of rupees one thousandcrore or more or a net profit of rupees five crore or more during any financial year shallconstitute a Corporate Social Responsibility Committee of the Board and shall formulate aCorporate Social Responsibility Policy. Your Company is not falling under the preview ofsaid section during the year.

SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES

During the period 2020-21 your company has acquired 95.27% shares of Aunik IT SolutionsPrivate Limited Hence it became Subsidiary of A F Enterprises Ltd. Your Company do nothave any Joint Ventures or any Associate Companies. Pursuant to the provisions of the Rule8 of Companies (Accounts) Rules 2014 a statement containing salient features of thefinancial statements of the Company's subsidiaries associates and joint venture companiesin Form AOC-1 is attached as Annexure C.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review the Company has entered into related party transactionsfalling under subsection (1) of Section 188 of the Companies Act 2013. Form fordisclosure of particulars of contracts/arrangements as required under clause (h) ofsub-section (3) of section 134 of the Act read with Rule 8(2) of the Companies (Accounts)Rules 2014) is provided in the Board Report in the form AOC- 2 as Annexure D.

COMPOSITION OF COMMITTEES

Audit Committee

As per the provisions of Section 177 of the Companies Act 2013 your Company hasConstituted an Audit committee. The Audit Committee comprises of majority of theIndependent Directors. All the members of the Committee have experience in financialmatters. The details of the composition of the committee are set out in the followingtable:

S. No. Name Status Designation
1. Mr. Abhishek Singh Executive Director Member
2. Ms. Prerna Sethi* Independent Director Member
3. Mr. Shagun Ajmani Non Executive and Non Independent Member
Director
4. Mr. Tinku Kathuria Independent Director Chairman

*Ms. Prerna Sethi was resigned from directorship of the company and Ms. Shagun Ajmaniappointed as Non Executive Director w.e.f. 3rd September2021

Nomination and Remuneration Committee

Our Company has constituted a nomination and remuneration committee ("Nominationand Remuneration Committee"). The details of the composition of the Committee are setout in the following table:

S. No. Name Status Designation
1. Ms. Shagun Ajmani Non Executive and Non Member
Independent Director
2. Ms. Prerna Sethi* Independent Director Member
3. Mr. Santosh Kumar Kushawaha Non Executive and Non Member
Independent Director
4. Mr. Tinku Kathuria* Independent Director Chairman

*Ms. Prerna Sethi was resigned from directorship of the company and Ms. Shagun Ajmaniappointed as Non Executive Director w.e.f. 3rd September2021

STAKEHOLDERS RELATIONSHIP COMMITTEE / INVESTORS GRIEVANCE COMMITTEE

Our Company has constituted a Stakeholders relationship Committee / investors grievancecommittee ("Stakeholders relationship committee / Investors GrievanceCommittee") to redress the complaints of the shareholders. The committee currentlycomprises of three (3) Directors Ms. Shagun Ajmani is the Chairperson of the Stakeholdersrelationship Committee / investor Grievance Committee.

S. No. Name Status Designation
1 Ms. Prerna Sethi* Independent Director Member
2 Ms. Shagun Ajmani Director Chairperson
3 Mr. Santosh Kumar Kushawaha Non Executive and Non Member
Independent Director
4 Mr. Tinku Kathuria* Independent Director Member

*Ms. Prerna Sethi was resigned from directorship of the company in her place Mr. TinkuKathuria appointed an Independent Director w.e.f.3rd September 2020.

Ms. Shagun Ajmani was appointed as Director on 3rd September2020.

POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION

The Company has formulated a policy known as Nomination and Remuneration Policy togovern the appointment and payment of remuneration to directors and KMPs. The said policyis available on website http://www.afenterprisesltd.in

ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns as approved by Board on recommendation of Audit Committee.

FORMAL ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has formulated EvaluationPolicy during the year which was approved by the Board of Directors. The Policy providesfor evaluation of the Board the Committee of the Board and individual Directorsincluding the Chairman of the Board. The policy provides that evaluation of theperformance of the Board as a whole Board Committees and Directors shall be carried outon an annual basis.

CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 compliance with the Corporate Governance provisions as specified inregulation 17 to 27 and clause (b) to (i) of the sub-regulation (2) of regulation 46 andPara C D and E of Schedule V shall not apply to the company having paid up equity sharecapital not exceeding Rs. Ten Crore and net worth not exceeding Rs. Twenty Five Crore ason the last day of the previous financial year. The Company is covered under the exceptiongiven under Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 therefore Company is not require to comply with the said provisions

DEPOSITS

Your Company has neither accepted nor was any fixed deposits outstanding as of theBalance Sheet date.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197(12) ofthe Companies At 2013 read with rule 5 of the Companies (Appointment of ManagerialPersonnel) Rules 2014 is given in Annexure D and forms part of this Report. In terms ofSection 136(1) of the Companies Act 2013 the Report and the Accounts are being sent tothe Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy ofthe Annexure may write to the Company Secretary at the Registered Office of the Company.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Company has acquired 95.27% shares of Aunik IT Solutions Pvt. Ltd. on 26thMarch2021. Company do not have any Joint Venture nor any Associate Company.

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under Section 134 of the Companies Act 2013 andCompanies (Particulars of Employees) Rules 1975. During the year under reviewrelationship with the employees is cordial.

ISSUE OF SHARES AND UTILISATION OF FUNDS

Your Company has raised worth Rs. 60649996/- (Six Crore Sixty Four Lakh NineThousand Nine Hundred and Ninety Six Only) against the issue of 5513636 equity shares at aFace value of Rs. 10/- on a preferential basis at a Face Value of Rs. 10/- includingpremium of Re. 1/- per share on 2nd February 2021 on a preferential basis. Theamount utilized as per the object of the issue mentioned in the explanatory statement ofresolution passed in the issue of preferential shares. The utilization table are as under:

HEAD AMOUNT
CREDITOR PAYMENT 42246780.00
ADVANCE FOR NEW BUSINESS 6500000.00
GENERAL PURPOSE 851629.00
ICD 5300000.00
MACHINERY 177755.00
SALARY 383339.00
STATUTORY DUES 3247368.00
WORKING CAPITAL 1942964.00
TOTAL 60649835.00

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares/ ESOP) to employees of the Companyunder any scheme.

4. Neither the Managing Director nor the Whole time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

ACKNOWLEDGEMENTS

The Board of Directors acknowledges with gratitude the co-operation extended by theCompany's Bankers and also appreciates the continued trust and confidence reposed by theShareholders in the management. They also place on record their appreciation for thevaluable contribution and whole hearted support extended by the Company's employees at alllevels.

By Order of the Board
For A F Enterprises Limited For A F Enterprises Limited
Sd/- Sd/-
(Abhishek Singh) (Santosh Kumar
Whole Time Kushawaha)
Director DIN: Managing Director
03603706 DIN: 02994228
Residential Address: Residential Address:
3rd Floor G1/244 Indra Enclave Sec 21 D St 395 2nd Floor 46 Near Vardhman Public
Luke High School Faridabad 121001 School
Amarnagar Faridabad 121003
Place: New Delhi
Date: 31st August 2021

.