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A F Enterprises Ltd.

BSE: 538351 Sector: Others
NSE: N.A. ISIN Code: INE663P01015
BSE 00:00 | 07 May 17.60 -0.35
(-1.95%)
OPEN

17.60

HIGH

17.60

LOW

17.60

NSE 05:30 | 01 Jan A F Enterprises Ltd
OPEN 17.60
PREVIOUS CLOSE 17.95
VOLUME 3293
52-Week high 19.25
52-Week low 6.87
P/E
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.60
CLOSE 17.95
VOLUME 3293
52-Week high 19.25
52-Week low 6.87
P/E
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 2019.

FINANCIAL PERFORMANCE

(Audited)

(Amount in Rs. 000 )

Particulars Financial Year ended 31.03.2019 Financial Year ended 31.03.2018
Total Revenue 330671.66 123236.10
Profit before Interest Tax & Depreciation 5728.81 (31695.71)
Less: Depreciation 839.62 665.35
Profit before Tax 4889.19 (32361.06)
Prior Period Expenses - -
Income Tax for Previous Years
TDS W/O
Profit before Tax after Extraordinary Items 4889.19 (32361.06)
Less: Provision for Income Tax
i) Current Tax (943.65)
ii) Deferred Tax 171.90 8328.53
iii) Mat Credit 943.65
iv) Excess Provision of Income tax Earlier year
Net Profit/ (Loss) 5061.09 (24032.53)

KEY HIGHLIGHTS

During the period under consideration the total Revenue for the year increased fromRs. 1224.78 lakhs in 2017-18 to Rs. 3219.67 lakhs in 2018-19. The Net Profit for the yearIncreased to Rs. 50.61 Lakhs in 2018-19 from loss of Rs. 240.33 Lakhs in the previousyear.

STATE OF COMPANY'S AFFAIR

The Company is engaged in the trading business. We are the dealer in Fabrics and alsodeals in Investments in securities. All Trading heads are our Strategic Business Units andare headed by team of professionals.

DIVIDEND

Since the company is in loss during the year No Dividend has been declared.

TRANSFER TO RESERVES:

During the year under review the company has transferred not transferred any amount tothe General Reserve.

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

There are no material changes affecting the affairs of the company which have occurredbetween the end of the financial year on March 31 2019 of the company to which thefinancial statements relate and the date of this report.

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. However the Board of Directors altered the Main Business activity at the Boardmeeting held on 30th May 2019 and Shareholders have confirmed the same bypassing of Special resolution through postal ballot on 6th July 2019.

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 30th May 2018 3 3 100%
2 14th July 2018 3 3 100%
3 17th September 2019 3 3 100%
4 14th November 2019 3 3 100%
5 31st January 2019 4 4 100%
6 29th March 2019 4 4 100%

SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31 2019 stands at Rs.40000000/- divided into 4000000 equity shares of Rs. 10/- each. The Paid up EquityShare Capital as at March 31 2019 stood at Rs. 40000000/- divided into 4000000equity shares of Rs. 10/- each fully paid.

During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity. As on March 31 2019none 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 2019. The Board ofDirectors consists of Four (4) Directors including one Whole Time Director Two (2)Non-executive Independent Director and one (1) Non Executive and Non Independent Directorincluding one Woman Director. All the Directors possess the requisite qualifications andexperience in general corporate Management finance banking and other allied fields whichenable them to contribute effectively to the Company in their capacity as Directors of theCompany.

CHANGES IN COMPOSITION OF BOARD.

The change in Composition of Directors during the financial year ended on March 312019 were made as per companies Act 2013

During the year under review Mr. Praveen Kumar Ms. Charu Aggarwal as Directors andMr. Deepak Kumar resigned as an Independent Director of the Company w.e.f. 30thMay 2018 and Mr. Pawan Kumar Chugh was appointed as an Independent Director of theCompany w.e.f. 31st January 2019.

Also note that after the closure of financial year on 31st March 2019 Mr.Santosh Kumar Kushawaha and Mr. Sushil Singh were appointed as non executive Nonindependent director and Independent Director respectively on 30th May 2019.Also Ms. Prerna Sethi was appointed as an Independent Director on 14th August2019.

The Company has received notices in writing from a member along with the deposit ofrequisite amount under section 160 of the Act proposing the candidature of theirappointment as an Non Executive non Independent Director/Independent Director as the casemay be of the Company.

KEY MANAGERIAL PERSONNEL

During the year Ms. Bhawna was appointed as Company Secretary and Compliance officerw.e.f. 17th September 2018 and Mr. Abhishek Kumar WTD of the Company wasdesigned as CFO on 30th May 2019.

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 37th 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 2019 is part of theAnnual Report.

Secretarial Auditors

The Board had appointed M/s Renu Kathuria Company Secretaries to carry out SecretarialAudit in accordance with the provisions of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 for thefinancial year ended March 31 2019.

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 and formspart of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

(A) Conservation of energy:

(i) Steps taken or impart on conservation of energy :-No such steps were required asthe

Company is not into any manufacturing activities.

(ii) Steps taken by the company for utilizing alternate sources of energy:-No suchsteps were required as the Company is not into any manufacturing activities.

(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) The year of import

c) Whether the technology been fully absorbed

d) If not fully absorbed areas where absorption has not been taken place and thereasons thereof

(IV) Expenses incurred on R & D: NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Amount in Rs. 000)
PARTICULARS CURRENT YEAR PREVIOUS YEAR
Foreign Exchange Outgo - 106592.00
Foreign Exchange Earning 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 M/s Khurana Smita & Co Chartered Accountants as InternalAuditors 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

The company has not made any investment and given guarantee under Sec 186 of theCompanies Act 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act 2013 every companyhaving networth of rupees five hundred crore or more or turnover of rupees one thousandcrore or more ora 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

Your company does not have any unlisted/listed subsidiary company or Joint Ventures orany Associate Companies. Pursuant to the provisions of the Rule 8 of Companies (Accounts)Rules 2014 a statement containing salient features of the financial statements of theCompany's subsidiaries associates and joint venture companies in Form AOC-1 is attachedas Annexure C.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review the Company has not entered into any related partytransaction falling under sub-section (1) of Section 188 of the Companies Act 2013.Formfor disclosure 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. Sushil Singh Independent Director Chairman
2 Mr. Abhishek Singh Executive Director Member
3 Ms. Prerna Sethi Non Executive and Independent Director Member

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. Prerna Sethi Independent Director Chairperson
2 Mr. Sushil Singh Independent Director Member
3 Mr. Santosh Kumar Kushawaha Non Executive and Non Independent Director Member

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. Prerna Sethi is the Chairperson of the Stakeholdersrelationship Committee / investor Grievance Committee.

S. No. Name Status Designation
1 Ms. Prerna Sethi Independent Director Chairperson
2 Mr. Sushil Singh Independent Director Member
3 Mr. Santosh Kumar Kushawaha Non Executive and Non Independent Director Member

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.com/

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 any fixed deposits was outstanding as of theBalance Sheet date.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION 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

The Company does not have any Subsidiary Joint venture or 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.

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 Kushawaha)
Whole Time Director Director
DIN: 03603706 DIN: 02994228
Residential Address: Residential Address:
3rd Floor G1/244 Indra Enclave Sec 21 D 395 2nd Floor 46 Near Vardhman Public School
St Luke High School faridabad 121001 Amarnagar Faridabad Faridabad 121003

Place: New Delhi

Date: 03rd September 2019

.