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A F Enterprises Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 2.80 Cr. P/BV 1.26 Book Value (₹) 5.57
52 Week High/Low (₹) 10/1 FV/ML 10/1 P/E(X) 5.54
Bookclosure 29/09/2019 EPS (₹) 1.27 Div Yield (%) 0.00
Year End :2015-03 
Dear Members,

The directors have pleasure in presenting their 32nd Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

Financial Highlights

During the year under review, performance of your company as under:

                                                     (Rupees in Lakhs)

Particulars                             Year ended     Year ended 31st
                                        31st March       March 2014

Total Income                            105,668,811       5,28,72,330

Total Expenditure                       105,175,535       5,26,15,084

Profit/(Loss) before tax                4,93,276          2,57,246

Profit/(Loss) after tax                 3,40,750          1,12,481

Paid up Share Capital                   40,000,000        40,000,000

Reserve & Surplus                       (11,414,782)      (11,755,532)
State of Company's Affairs and Future Outlook

During the year under review, your company has earned revenue from operations of Rs. 105,668,811/-and however incurred profit of Rs. 3, 40,750. The Company is looking forward positively to do better in coming years in view of adequate measures taken by the company to prevent the profit of the Company. The Company has a object of to carry on the Business of an Investment Company, Financiers and finance brokers etc.

Change in nature of business, if any

There is no change in nature of Business of Company.


The Board of Directors has not recommended any dividend during the financial year to use internal accruals within the Company for meeting its future business requirements.

Amounts Transferred to Reserves

No amount has been transferred in reserves during the current financial year.

Changes in Share Capital, if any

The paid up Equity Share Capital as on 31st March 2015 was Rs. 4, 00, 00,000. There has been no change in the capital structure of the Company as no new shares were issued by the Company during the period under consideration.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT-9 is enclosed herewith as Annexed.

Number of Board Meetings

The Board of Directors duly met 7 (Seven) times respectively on 26th May 2014,13th August 2014, 12th November 2014, 29th January 2015, 14th February 2015,26th February 2015, 31st March 2015.

Particulars of Loan, Guarantees and Investments under Section 186

During the period under review, no loans & guarantees were provided by the Company under the provisions of section 186 of the Companies Act, 2013.

Particulars of Contracts or Arrangements with Related Parties

As per Section 188(1) of the Companies Act, 2013 there is no transaction entered with the related party during the Financial Year 2014-15.

Explanation to Auditor's Remarks

Comments made by the Statutory Auditors in the Auditors' Report are self-explanatory and do not require any further clarification.

Material Changes Affecting the Financial Position of the Company

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company- 31st March, 2015 till the date of this report.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a) Conservation of Energy:

Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy are not quite relevant to its functioning.

b) Technology Absorption:

Since the Company is not engaged in any manufacturing activity, issues relating to Technology Absorption are not quite relevant to its functioning.

c) Foreign Exchange Earnings/ Outgo:

Earnings                                 NIL

Outgo                                    NIL
Details of Subsidiary, Joint Venture or Associates

During the year under review, no company became or ceased to be a Subsidiary /Joint Venture/Associate of the Company.

Risk Management Policy

The Board of Directors of the company are of the view that currently no significant risk factors are present which may threaten the existence of the company.

During the year, your Directors have an adequate risk management infrastructure in place capable of addressing those risks. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and the Board of Directors review these procedures periodically. The Company's management systems, organisational structures, processes, standards, code of conduct and behaviours together form a complete and effective Risk Management System (RMS).

Details of Directors and Key Managerial Personnel

Details of Directors and KMP appointed or resigned during the year.

Name                     Designation             Date of Appointment

Ms. Charu Aggarwal       Director                  08/01/2014

Mr. Rahul Yadav          Additional Director       06/09/2013
Mr. Sanjay kumar Additional Director 31/03/2015 Gupta

Mr. Navneet Mangal Managing Director 13th August, 2014

Mr. Santosh Kumar Whole-Time Director 30th June, 2015

Ms. Pooja Kushwaha       Additional Director       30th June, 2015

Mr. Abhishek Singh       Additional Director       4th September, 2015

Mr. Anil Kumar Jalan     Additional Director       4th September, 2015
Mr. Pankaj Bansal        CFO                       13th August, 2014

Mr.Vikas Gupta           Company Secretary          18th January 2014
                         & KMP

Ms. Varsha Bharti        Company Secretary          26th February, 2015
                         & KMP

Ms. Charu Sharma         Company Secretary          14th August, 2015
                         & KMP

Name                                       Date of Resignation

Ms. Charu Aggarwal                             -

Mr. Rahul Yadav                                -

Mr. Sanjay kumar                               30th June, 2015

Mr. Navneet Mangal                             30th June, 2015

Mr. Santosh Kumar                              -

Ms. Pooja Kushwaha                             14th August 2015

Mr. Abhishek Singh                             -

Mr. Anil Kumar Jalan                           -

Mr. Pankaj Bansal                              -

Mr.Vikas Gupta                                 29th January 2015

Ms. Varsha Bharti                              14th August 2015

Ms. Charu Sharma                               -
Details of directors retiring by rotation in the ensuing Annual General Meeting.

Name               Designation  Date of Appointment  Date of Resignation

Ms.Charu Aggarwal  Director          08/01/2014                  -
Details of significant & material orders passed by the regulators or courts or tribunal

Your Directors hereby declare that during the period under consideration, no order has been passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Statement in Respect of Adequacy of Internal Financial Control with Reference to the Financial Statements

Your company has in place adequate internal financial control systems combined with delegation of power and periodical review of the process and financial statements. The control system is also supported by internal checking and management reviews with documented policies and procedures. As per requirement of Section 138 of Companies Act, 2013, M/s Kumar Aggarwal & Company, Chartered Accountant being Internal Auditor of the Company placed their report for the financial year 2014-15, which does not contain any qualification/adverse remark.


No deposits were accepted by the Company during the financial year under review.

Receipt of any commission by MD / WTD from a Company or for receipt of commission / remuneration from its Holding or subsidiary

There is no receipt of any commission by MD / WTD from a Company and/or receipt of commission / remuneration from its Holding or Subsidiary to be provided.

Declaration by Independent Director

Declaration of Independence by Independent Directors were received by Company u/s 149(6) of Companies Act, 2013.

Secretarial Audit Report

Secretarial Audit Report in prescribed format MR 3 given by a PCS to be annexed to the Board Report.

Corporate Social Responsibility (CSR) Policy

We view responsible conduct as a necessary input for long term business success. We accept responsibility for our business, our employees and society. That is how we define our corporate responsibility (CR). But as per section 135 of the Companies Act, 2013 your Company is out of the preview of this responsibility.

Audit Committee

Pursuant to clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. The Board of Directors in its meeting held on 31st March 2015 has constituted Audit Committee with three directors as its members namely, Mr. Sanjay Kumar Gupta, Mr. Rahul Yadav and Mr. Charu Aggarwal.

Statement Indicating the Manner in which Formal Annual Evaluation has been made by the Board of its own Performance, its Directors, and that of its Committees

Clause 49 of the listing agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the board on its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the board as a whole was conducted based on the criteria and frame work adopted by the Board. None of the independent directors are due for re- appointment.

Nomination & Remuneration Committee

As per the Section 177 and other applicable provisions of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on 31st March, 2015 has constituted the Nomination and Remuneration Committee. The Composition of the Nomination and Remuneration Committee is as follows:-

a) Smt. Charu Aggarwal, Director;

b) Shri. Sanjay Gupta, Independent Director; and

c) Shri. Rahul Yadav, Independent Director.

Disclosure on Establishment of a Vigil Mechanism

The Vigil Mechanism of the Company includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

Corporate Governance

Presently, Clause 49 of the Listing Agreement relating to the Corporate Governance is applicable to the Company and the Company observes good corporate practices to enhance the stakeholders' value. Corporate Governance report pursuant to clause 49 of Listing Agreement is annexed herewith.

Managerial remuneration

The Company does not pay any Managerial Remuneration. Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are be made in the Board's Report. (Applicable to listed companies)

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

No cases were filed during the Financial Year Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Fraud Reporting (Required by Companies Amendment Bill, 2014)

No fraud reported during the period under Fraud Reporting (Required by Companies Amendment Bill, 2014).

Statutory Auditors

M/s V.N. Purohit & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under relevant provisions of the Companies Act, 2013 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Cost Auditors

Appointment of Cost Auditor is not applicable to Company. Hence, The Company has not appointed any Cost Auditor.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, Directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit /loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. [List of laws applicable to the company may be mentioned here]

f) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.


Your Directors take this opportunity to place on record their sincere appreciation for the co- operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates of the Company.

                                       For and on Behalf of the Board
                                         For A.F. Enterprises Limited

                            Sd/-                          Sd/-
                      Santosh Kumar                      Charu Aggarwal
                              (WTD)                          (Director)
                       DIN:02994228                       DIN: 06632839
              Address: 17, Pocket-D,        Add.: A-219 Hanuman Mandir,
       Dilshad Garden, Delhi, 110095            Netaji Marg Kewal Park,
                                                         Delhi- 110033
Date: 04/09/2015 Place: New Delhi

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