| 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
2015
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.
Dividend
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
(Independent)
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
(Independent)
Mr. Abhishek Singh Additional Director 4th September, 2015
(Independent)
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
Gupta
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.
Deposits
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.
Acknowledgment
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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