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A F ENTERPRISES LIMITED CIN: L65993DL1983PLC016354 ANNUAL REPORT-2014-15
A F ENTERPRISES LIMITED
CIN: L65993DL1983PLC016354
ANNUAL REPORT-2014-15
CONTENTS
S. No. Particulars Page No. 1. Corporate Information 1-2 2. Notice of Annual General Meeting 3-10 3. Boards’ Report 11-33 4. Management Discussion and analysis Report 34-36 5. Corporate Governance Report 37-43 6. CFO Certification 44 7. Declaration of Compliance with Code of Conduct 45-46 8. Auditor’s Report on Financial Statement 47-51 9. Balance Sheet 52 10. Profit & Loss Account 53 11. Cash Flow Statement 54 12. Notes to the Accounts 55-64 13. Attendance Sheet & Proxy Form 65-68
Schedule of Annual General Meeting
32nd Annual General Meeting
DATE 30th September, 2015
DAY Wednesday
TIME 11:30 A.M
PLACE DSM334, DLF Towers, Shivaji Marg, New Delhi-110015
BOOK CLOSURE 23rd September 2015 to 30th September 2015 (both days inclusive)
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Thirty Second Annual Report 2014 - 2015
BOARD OF DIRECTORS
Mrs. Charu Aggarwal Mr.Rahul Yadav (Chairman & Director) (IndependentDirector)
Mr. Santosh Kumar Mr. Abhishek Singh
(Whole Time Director) (Independent Director)
Mr. Anil Kumar Jalan (Director)
STATUTORY AUDITORS SECRETARIAL AUDITOR M/s VN Purohit & Co Mrs. Rachna Bhasin (Chartered Accountants) Practicing Company Secretaries REGISTERED OFFICE: 241, 2nd Floor, RG Mall, Opposite Plot No.39, Sector-9, Rohini, Delhi-110085 REGISTRAR TRANSFER AGENTS: M/s Skyline Financial Services Pvt Ltd.
D-153/A, Okhla Industrial Area, Phase-I, New Delhi- 110 020.
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COMMITTEES OF BOARD OF DIRECTORS
AUDIT COMMITTEE
MS. CHARU AGGARWAL (Chairman & Director) MR. RAHUL YADAV (Independent Director)
MR. ABHISHEK SINGH (Independent Director)
NOMINATION AND REMUNERATION COMMITTEE
MS. CHARU AGGARWAL (Chairman & Director) MR. RAHUL YADAV (Independent Director)
MR. ABHISHEK SINGH (Independent Director)
STAKEHOLDERS RELATIONSHIP COMMITTEE
MS. CHARU AGGARWAL (Chairman & Director) MR. RAHUL YADAV (Independent Director)
MR. ABHISHEK SINGH (Independent Director)
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NOTICE
Notice is hereby given that the 32nd Annual General Meeting of the Members of A F Enterprises Limited will be held on Wednesday, 30th day of September, 2015 at 11:30 A.M. at the DSM334, DLF Towers, Shivaji Marg, New Delhi-110015 to transact the following business: Ordinary Business:
1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2015 and Profit and Loss Account for the year ended on that date together with the Reports of the Auditors' and Directors' thereon.
2. To appoint a director in place of Mrs. Charu Aggarwal, who retires by rotation. To consider, and if thought fit, to pass, with or without modification(s), following resolution as an Ordinary Resolution: “RESOLVED THAT Smt. Charu Aggarwal (DIN- 06632839), Director of the Company, who retires by rotation and being eligible has offered herself for re-appointment, be and is hereby appointed as Director of the Company, liable to
retire by rotation.”
3. To appoint M/s VN Purohit & Co. as Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting and to authorize the Board to fix their remuneration.
Special Business:
4: TO CONSIDER THE APPOINTMENT OF MR. SANTOSH KUMAR AS A WHOLE TIME DIRECTOR OF THE COMPANY:
To consider and if, thought fit to pass with or without modification(s), the following resolution as an Ordinary Resolution:-
“RESOLVED THAT pursuant to the provisions of Section 196 & 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and such other approvals / consents as may be required, the consent of the members of the company be and is hereby accorded to the appointment of Mr. Santosh Kumar , as Whole Director
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of the Company for a period of 5 years with effect from 01/07/2015 to 30/06/2020 on the terms and conditions as specified in the Explanatory Statement annexed to this Notice, with liberty and power to the Board of Directors (hereinafter referred to as ‘the Board’), in the exercise of its discretion, to alter and vary from time to time the terms and conditions of the said appointment and remuneration subject to the same not exceeding the limits specified under Schedule V of the Companies Act, 2013.”
“RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”
5: TO CONSIDER THE APPOINTMENT OF MR. ABHISHEK SINGH AS A INDEPENDENT DIRECTOR OF THE COMPANY: To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an ordinary resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“the Act”) and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 and Listing Guidelines, Mr. Abhishek Singh (DIN No. 03603706, who was appointed as an Additional Director of the Company by Board of Directors in the Board Meeting held on 4th September 2015 in terms of Section 161 of the Companies Act, 2013 and being fit for appointment as an Independent Director under the provisions of Companies Act, 2013 and is consented to become Independent Director, be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 consecutive years till respective Annual General Meeting up to March 31, 2020.”
6: TO CONSIDER THE APPOINTMENT OF MR. ANIL KUMAR JALAN AS A DIRECTOR OF THE COMPANY: To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an ordinary resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 (“the Act”) and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and Listing Guidelines, Mr. Anil Kumar Jalan (DIN : 06715067),who was appointed as an Additional Director of the Company by Board of Directors in the Board Meeting held on 4th September 2015 in terms
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of Section 161 of the Companies Act, 2013 and being fit for appointment as an Director under the provisions of Companies Act, 2013.”
For and on Behalf of the Board For A F Enterprises Limited
Sd/- Charu Aggarwal
(Chairman) DIN: 06632839
Address: A-219 Hanuman Mandir, Netaji Marg Kewal Park,
Delhi, 110033.
Date: 4th September, 2015 Place: New Delhi
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NOTES:
A. APPOINTMENT OF PROXY: A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY FORM IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED WITH THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR COMMENCEMENT OF THE MEETING.
B. Corporate Members: Corporate Members intending to send their authorized
representatives are requested to send a duly certified copy of the Board Resolution authorizing the representatives to attend and vote at the Annual General Meeting.
C. Members/ Proxies attending the meeting are requested to bring their copy of
Annual Report to the Meeting.
D. Queries at the AGM: Queries proposed to be raised at the Annual General Meeting may be sent to the Company at its registered office at least seven days prior to the date of AGM to enable the management to compile the relevant information to reply the same in the meeting.
E. Members are requested to notify any change in their address/ mandate/ bank
details immediately to the share transfer Agent of the Company- M/s Skyline Financial Services Pvt Ltd.,D-153/A, Okhla Industrial Area, Phase-I, New Delhi- 110 020.
F. Book Closure: The Register of Members and Share Transfer Books of the
Company will remain closed from Wednesday, 23rd September, 2015 to Wednesday, 30th September, 2015 (both days inclusive).
G. Inspection of Documents: Documents referred to in the Annual General Meeting
Notice are open for inspection at the registered office of the Company at all working days except Saturdays between 11 A.M. and 2 P.M. up to the date of Annual General Meeting.
H. Explanatory Statement: Explanatory Statement as required under section 102(1)
of the Companies Act, 2013, relating to the special businesses to be transacted at the meeting is annexed hereto.
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I. Voting through electronic means
1. Pursuant to Sec 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the company will provide e-voting facility to the members. All business to be transacted at Annual General Meeting can be transacted through the electronic voting system.
2. The shareholders shall have one vote per equity share held by them. The facility
of e- voting would be provided once for every folio/ client id irrespective of the number of joint holders.
3. The Company has appointed Mr. Vikas Kumar Verma, practicing Company
Secretary, as the scrutinizer for conducting the e-voting process in the fair and transparent manner.
4. The scrutinizer will submit his final report to the Chairman within three working
days after the conclusion of e-voting period.
5. The results shall be declared on the date of AGM of the Company. The results declared alongwith the Scrutinizer’s Report shall be placed on the Company’s website and on the website of NSDL.
Instructions of Voting through electronic mode
i. The Notice of the annual general meeting of the Company inter alia indicating the process and manner of e-Voting process alongwith printed Attendance Slip and Proxy Form will be sent to the members, whose names appear in the register of members/depositories as at closing hours of business, on 21st September, 2015.
ii. NSDL shall also be sending the User-ID and Password, to those members whose shareholding is in the dematerialized format and whose e- mail addresses are registered with the Company/ Depository Participant(s). For members who have not registered their email address can use the details as provided.
iii. Launch internet browser by typing the following URL
https://www.evoting.nsdl.com/.
iv. Click on Shareholder- Login.
v. Put user ID and password as initial password noted in step (i) above. Click Login
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vi. Password change menu appears. Change the password with new password
of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share password with any other person and take utmost care to keep your password confidential.
vii. Home page of e-voting opens. Click on e- voting: Active Voting Cycles.
viii. Select “EVEN” of A. F. Enterprises Limited.
ix. Now you are ready for e-voting as Cast Vote page opens.
x. Cast your vote by selecting appropriate option and click on “Submit” and
also “Confirm” when prompted.
xi. Upon confirmation, the message “Vote caste successfully” will be displayed.
xii. Once you have voted on the resolution, you will not be allowed to modify your vote.
xiii. Institutional Shareholders (i.e. other than individuals, HUF, NRI etc.) are
required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority Letter etc. together with attested specimen signature of the duly authorized signator(ies) who are authorized to vote, to the Scrutinizer through e- mail [email protected] with a copy marked to [email protected].
xiv. In case of any queries, you may refer the Frequently Asked Questions (FAQs)
for shareholders and e-voting user manual for shareholders available at the Downloads section of www.evoting.nsdl.com.
xv. If you are already registered with NSDL for e-voting then you can use your
existing user ID and password for casting your vote.
xvi. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).
6. The e-voting period commences on 9.00 a.m., Saturday, 26th September, 2015 and
ends on 5.00 p.m., Tuesday, 29th September, 2015. During the period shareholders of the company, holding shares either in physical form or in dematerialized form as on the cutoff date of 21st September, 2015, may cast their vote electronically. The e-voting module shall also be disabled by NSDL for
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voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.
7. The voting rights of Shareholders shall be in proportion to their shares of the
paid up equity share capital of the Company as on, 21st September, 2015.
8. Since the company is required to provide members facility to exercise their right to vote by electronic means, Shareholders of the Company holding shares either in physical form or in dematerialized form, as on cut- off date of 21st September, 2015 and not casting their vote electronically, may only cast their vote at the general meeting.
Explanatory Statement pursuant to section 102(1) of the Companies Act, 2013
Name Mrs. Charu Agarwal Mr. Santosh Kumar
Date of Birth 03/11/1989 02/03/1987
Directors Identification Number (DIN)
06632839 02994228
Age 27 29
Qualification Graduation
Expertise in Specific Area Business Business
Date of first Appointment on board of the Company
08/01/2014 30/06/2015
Shareholding in : A F ENTERPRISES LIMITED
NIL NIL
List of Directorship held in other companies
RMS MOSQUTO PRIVATE LIMITED
RDS CORPORATE SERVICES PRIVATE
LIMITED
Membership/Chairmanships of Audit and stakeholders relationship committees
Member of Audit committee and stakeholders Relationship Committee
-
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For and on Behalf of the Board For A F Enterprises Limited
Sd/- Charu Aggarwal
(Chairman) DIN: 06632839
Address: A-219 Hanuman Mandir, Netaji Marg Kewal Park,
Delhi-110033.
Date: 4th September, 2015 Place: New Delhi
Name Mr. Anil Kumar Jalan Mr. Abhishek Singh
Date of Birth 09/07/1957 10/07/1985
Directors Identification Number (DIN)
06715067 03603706
Age 58 30 Qualification Graduation Post-Graduation Expertise in Specific Area Business Business Date of first Appointment on board of the Company
04/09/2015 04/09/2015
Shareholding in : A F ENTERPRISES LIMITED
NIL NIL
List of Directorship held in other companies
1. Negolice Ltd 2. Tosha International
Limited
NIL
Membership/Chairmanships of Audit and stakeholders relationship committees
- -
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DIRECTORS’ REPORT FOR THE FINANCIAL YEAR 2014-2015 To, The 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)
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.
Particulars Year ended 31st March 2015
Year ended 31st 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)
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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
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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 Date of Resignation
Ms. Charu Aggarwal Director 08/01/2014 -
Mr. Rahul Yadav Additional Director (Independent)
06/09/2013 -
Mr. Sanjay kumar Gupta
Additional Director 31/03/2015 30th June, 2015
Mr. Navneet Mangal Managing Director 13th August, 2014 30th June, 2015
Mr. Santosh Kumar Whole-Time Director 30th June, 2015 -
Ms. Pooja Kushwaha Additional Director (Independent)
30th June, 2015 14th August 2015
Mr. Abhishek Singh Additional Director (Independent)
4th September, 2015 -
Mr. Anil Kumar Jalan Additional Director 4th September, 2015 -
Mr. Pankaj Bansal CFO 13th August, 2014 -
Mr.Vikas Gupta Company Secretary & KMP
18th January 2014 29th January 2015
Ms. Varsha Bharti Company Secretary & KMP
26th February, 2015 14th August 2015
Ms. Charu Sharma Company Secretary & KMP
14th August, 2015 -
Details of directors retiring by rotation in the ensuing Annual General Meeting.
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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.
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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.
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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
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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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Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 2014-15
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
A F Enterprises Limited
New Delhi
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and
the adherence to good corporate practices by A F Enterprises Limited (hereinafter called the
company).
Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating
the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the A F Enterprises Limited books, papers, minute books, forms
and returns filed and other records maintained by the company and also the information provided
by the Company, its officers, agents and authorized representatives during the conduct of
secretarial audit, I hereby report that in my opinion, the company has, during the audit period
covering the financial year ended on 31st March, 2015 complied with the statutory provisions
listed hereunder and also that the Company has proper Board-processes and compliance-
mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
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I have examined the books, papers, minute books, forms and returns filed and other records
maintained by A F Enterprises Limited (“the Company”) for the financial year ended on 31st
March, 2015 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to
the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial
Borrowings; -Not applicable during the audit period.
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009; -Not applicable during the audit period.
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999;- Not applicable during the audit period.
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008;- Not applicable during the audit period.
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
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(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
Not applicable during the audit period.
And-
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;- Not
applicable during the audit period.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with Delhi Stock Exchange and
Bombay Stock Exchange.
During the period under review the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned above.
I further report that the compliance by the Company of applicable financial laws, like direct and
indirect tax laws, has not been reviewed in this Audit since the same have been subject to review
by statutory auditor and other designated professionals.
I further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent Directors. The changes in the composition
of the Board of Directors that took place during the period under review were carried out in
compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed
notes on agenda were sent at least seven days in advance, and a system exists for seeking and
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obtaining further information and clarifications on the agenda items before the meeting and for
meaningful participation at the meeting.
Majority decision is carried through and no dissenting members’ views are captured and
recorded as part of the minutes.
I further report that there are adequate systems and processes in the company commensurate with
the size and operations of the company to monitor and ensure compliance with applicable laws,
rules, regulations and guidelines.
I further report that during the audit period the company has not beared any major
actions/specific events on the Company’s affairs.
Place: New Delhi Sd/-
Date: 04-09-2015 Rachna Bhasin
(Practicing Company Secretary)
ACS No. 23539
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‘ANNEXURE A’ TO THE SECRETARIAL AUDIT REPORT
To,
The Members,
A F Enterprises Limited
241, 2nd floor, RG Mall, Opposite Plot No. 39, Sec-9, Rohini, New Delhi- 110085
My report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the
company. My responsibility is to express an opinion on these secretarial records based
on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the Secretarial records. The
verification was done on test basis to ensure that correct facts are reflected in secretarial
records. I believe that the processes and practices, I followed provide a reasonable basis
for my opinion.
3. I have not verified the correctness and appropriateness of financial records and Books
of Accounts of the company.
4. Where ever required, I have obtained the Management representation about the
compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules,
regulations, standards is the responsibility of management. My examination was limited
to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the
company nor of the efficacy or effectiveness with which the management has conducted
the affairs of the company.
Sd/-
Place: New Delhi Rachna Bhasin
Date: 04-09-2015 Practicing Company Secretary
Membership No: 23539
23
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31.03.2015
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
1 CIN L65993DL1983PLC016354
2 Registration Date 18/08/1983
3 Name of the Company A F ENTERPRISES LIMITED
4 Category/Sub-Category of Company
COMPANY LIMITED BY SHARES
5 Address of the Registered office
and contact details
241, 2ND FLOOR, RG MALL, OPPOSITE PLOT
NO. 39, SEC-9, ROHINI, NEW DELHI-110085
6 Whether listed company YES
7 Name, Address and Contact details
of Registrar and Transfer Agent, if any
Skyline Financial Services Private Limited
D-153 A, 1st Floor, Okhla Industrial Area, Phase-I,
New Delhi- 110020.
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY*
All the business activities contributing 10% or more of the total turnover of the Company shall be
stated:-
S.No. Name and Description of main
products/ services
NIC Code of the
Product/ service
% to total turnover of the
Company
1.
Sales
N.A.
98.00
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
S.No. Name of the
Company
CIN Holding/
subsidiary/
Associate
%of
shares
held
Applicable
Section
NA NA NA NA NA NA
IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)\
I) Category-wise Shareholding
24
Category of
Shareholders
No. of Shares held at the beginning
of the year(01/01/2014)
No. of Shares held at the end of the
year(31/03/2015)
%
change
in
Shareho
lding
during
the year
Demat Physical Total % of
Total
Shares
Demat Physical Total % of
Total
Shares
A. Promoter(s)
(1)Indian
a) Individual/
HUF
b) Central
Govt.
c) State Govt.
(s)
d) Bodies
Corp.
e) Banks/FI
f) Any Other
Sub-total
(A)(1):-
00
00
00
[
807600
00
00
00
00
00
[
00
00
00
00
0
00
807600
[
00
00
00
00
00
20.19%
00
00
00
00
00
807600
00
00
00
00
00
00
00
00
00
00
00
807600
00
00
00
00
[
00
20.19%
00
00
00
00
00
00
00
00
807600
00
807600
20.19%
807600
00
807600
20.19%
00
-
-
-
0%
25
2) Foreign
a)NRIs -
Individuals
b)Other -
Individuals
c)Bodies Corp.
d)Banks/FI
e)Any Other
Sub-total(A)(2):-
Total shareholding
of Promoter
(A)= (A)(1)+(A)(2)
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
0
00
00
00
00
00
807600
00
807600
20.19%
807600
00
807600
20.19
%
20.19%
-
-
-
0%
-
-
-
B.
Public Shareholding
1.Institutions
a)Mutual Funds
b)Banks/FI
c)Central Govt
d)State Govt (s)
e)Venture Capital
Funds
f) Insurance
Companies
g)FIIs
h)Foreign Venture
Capital Funds
i) Others
Sub-total
(B)(1):-
00
00
00
00
00
00
00
00
00
00 00 00 00 00 00 00 00 00
26
2.Non- Institutions
a)Bodies Corporates
i)Indian
ii)Overseas
b)Individuals
i) Individual shareholders
holding nominal share
capital up to Rs.1lakh
ii)Individual shareholders
holding nominal share
capital in excess of Rs.1
lakh
c)Others
Sub-total(B)(2):-
Total Public
Shareholding
(B)=(B)(1)+(B)(2)
C. Shares held by
Custodian for GDRs &
ADRs
00
2720000
35250
2684750
280000
3000000
3000000
00
169880
169880
00
22520
192400
192400
00
2889880
205130
2684750
302520
3192400
3192400
00
72.2
5.1
67.1
7.6
79.8
79.8
1019355
1738693
69041
1669652
298622
3056670
3056670
00
115210
115210
00
20520
135730
135730
1019355
1853903
184251
1669652
319142
3192400
3192400
25.48
46.34
4.6
41.74
7.9
79.81
79.81
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
Grand Total (A+B+C)
3807600 192400 4000000 100 3864270 135730 4000000 100 00
ii) Shareholding of Promoters
S. No. Shareholder’s
Name
Shareholding at the beginning
of the year
Shareholding at the end of the
year
No. of
Shares
% of
total
Shares of
the
Company
% of Shares
Pledged/
encumbered
to total
shares
No. of
Shares
% of total
Shares of
the
Company
% of Shares
Pledged/
encumbered
to total
shares
% change
in share-
holding
during the
year
1 RMS
MOSQUOTO
PVT.LTD.
807600 20.19 00 807600 20.19 00 00
Total 807600 20.19 00 807600 20.19 00 00
(iii) Change in Promoters’ Shareholding please specify, if there is no change): No Change
27
S.
No.
Shareholding at the beginning of
the year
Cumulative Shareholding during the
year
No. of
shares
% of total
shares of the
company
No. of
shares
% of total shares of the
company
1 At the beginning of
the year
2 Date wise Increase/
Decrease in
Promoters
Shareholding during
the year specifying
the reasons for
increase
/decrease (e.g.
allotment
sweat equity etc.
3 At the end of the
year
(iv)Shareholding Pattern of top ten Shareholders
(other than Directors, Promoters and Holders of GDRs and ADRs):
S.
No
.
Shareholding
at the
beginning of
the year as on
01/04/2014
Cumulative
Shareholding
during the
year(01/04/20
14 to
31/03/2015)
Sharehold
ing at the
end of the
year as on
31/03/201
5
Name of
the
Sharehold
ers
No. of
shares
as on
01/04/2
014
% of
total
shares
of the
Compan
y
Date Incre
ase/D
ecrea
se in
Share
holdi
ng
Reas
on
No. of
shares
as
% of
total
shares of
the
Compan
y
Name of
the
Sharehol
ders
No. of
shares as
on
31/03/20
15
1 Kiran
Mittal 2,60,000 6.5 01/04/2014
09/03/2015
11/03/2015
12/03/2015
(3500)
(2000)
(1500)
Sell
Sell
Sell
256500
254500
253000
6.41
6.36
6.32
Kiran
Mittal
253000
28
2 Kailash
Chand
Mittal
2,00,000 5 01/04/2014
09/03/2015
12/03/2015
(3500)
(2500)
Sell
Sell
196500
194000
4.91
4.85
Kailash
Chand
Mittal
194000
3 Sanjeev
Dalmia 2,00,000 5 01/04/2014 Decreas
e
Sell - - Adroit Fin
Ser Pvt Ltd
158169
4 Upaben
Nitinbhai
Patel
1,40,000 3.5 01/04/2014 Decreas
e
Sell - - Brij
Bhushan
Gupta
125000
5 Sonalben
Kirtikumar
Patel
1,40,000 3.5 01/04/2014 Decreas
e
Sell - - Vindyavasi
ni Agency
Pvt Ltd
99110
6 Brijbhusha
n Gupta 1,25,000 3.125 01/04/2014 No
Movem
ent
- - - Century
Finvest Pvt
Ltd
80332
7 Mohamme
d Arshad
Khan
80,000 2 01/04/2014 Decreas
e
Sell - -
Jugalkishor
e
Mahendrak
umar
Biyani(HU
F
70000
8 Sapna
Nilay
Kantawala
70,000 1.75 01/04/2014 Decreas
e
Sell - - Ravi
Kumar
62500
9 Jugalkishor
e
Mahendrak
umar
Biyani(HU
F)
70,000 1.75 01/04/2014 No
Movem
ent
- - Akash
Singal
62500
10 Naval
Kishore
Dangayach
65,000 1.625 01/04/2014 Decreas
e
Sell - - Rakshit
Sehgal
62500
(v)Shareholding of Directors and Key Managerial Personnel: NIL
S.
N.
Shareholding at the beginning
of the year
Cumulative shareholding during the year
For Each of the
Directors and
KMP
No. of
shares
% of total
shares of the
company
No. of
shares
% of total shares of the
company
1 At the beginning of
the year
29
2 Date wise Increase/
Decrease in
Shareholding
during the year
specifying the
reasons for
increase /decrease
(e.g. allotment/
transfer/ bonus/
sweat equity etc.)
NIL
3 At the end of the
year
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment:
(Amount in Rs.)
Secured Loans excluding
deposits
Unsecured
Loans
Deposits Total
Indebtedness
Indebtedness at the
beginning of the financial
year
i)Principal Amount
00
32,00,000
00
32,00,000
ii)Interest due but not paid 00 00 00 00
iii)Interest accrued but not
due
00 00 00 00
Total(i+ii+iii)
00 32,00,000 00 32,00,000
Change in Indebtedness during the financial year
· Addition
00 00 00 00
7,00,000 00 00 · Reduction 00
Net Change 00 7,00,000 00 00
Indebtedness at the end of the financial year
30
i)Principal
Amount
00 25,00,000 00 25,00,000
ii) Interest due but not
paid
00 00 00 00
iii) Interest accrued but
not due
00 00 00 00
Total (i+ii+iii) 00 25,00,000 00 00
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager: NIL
S
N
Particulars of Remuneration Name of
MD/WTD/
Manager
Total Amount
1. Gross salary
(a)Salary as per provisions contained in section 17(1)
of the Income-tax Act, 1961
(b)Value of perquisites u/s 17(2)Income-tax Act, 1961
(c)Profits in lieu of salary under section17(3) Income-
tax Act, 1961
NIL
2. Stock Option
3. Sweat Equity
4. Commission - as % of profit
- others specify
5. Others, please specify
Total(A)
Ceiling as per the Act
31
B. Remuneration to other directors:
S.
No.
Particulars of Remuneration Name of Directors Total
Amount
Independent Directors:-
Fee for attending board committee meetings
·Commission
· Others, please specify
-
NIL
Total(1) - NIL
Other Non-Executive Directors:-
Fee for attending board committee meetings
·Commission
· · Others, please specify
NIL NIL
Total(2) -
Total(B)=(1+2) -
Total Managerial
Remuneration
- NIL
32
A. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
(Amount in Rs. )
S.
N.
Particulars of Remuneration Key Managerial Personnel
CEO Company
Secretary
CFO Total
1. Gross salary
(a)Salary as per provisions contained in
section17(1)of the Income-tax Act,961
(b)Value of perquisites u/s 17(2)Income-tax
Act,1961
(c)Profits in lieu of salary under
section17(3)Income-tax Act,1961
NIL 20,000 NIL NIL
2. Stock Option NIL NIL NIL NIL
3. Sweat Equity NIL NIL NIL NIL
4. Commission
- as % of profit
-others, specify
NIL NIL NIL NIL
5. Others, please specify NIL NIL NIL NIL
Total NIL 20,000 NIL NIL
33
VII. PENALTIES/PUNISHMENT/COMPOUNDINGOFOFFENCES:
Type Section of the
Companies Act
Brief
Description
Details of
Penalty/
Punishment/
Compounding
Fees imposed
Authority[RD/
NCLT/
COURT]
Appeal
made, if
any (give
details)
A.COMPANY
Penalty
NONE
Punishment
Compounding
B.DIRECTORS
Penalty
NONE Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
NONE
Punishment
Compounding
34
MANAGEMENT DISCUSSION AND ANALYSIS REPORT Economic Outlook The year 2014-15 began with several challenges on the macroeconomic front, including rising inflation, dwindling industrial output and a falling rupee. The Reserve Bank of India (RBI) intervened in July and August to stem the rupee’s slide by increasing the marginal standing facility rate and the bank rate by 200 bps each to 10.25%. In first quarter of 2015, the RBI has cut the repo rate by 50 bps to 7.50% in two tranches as there are signs that inflation is moderating. Overall GDP growth in the fiscal settled at around 7.4%, mostly driven by the industry and services sector. Wholesale Price Index has registered moderation at (2.33%), while Consumer Price Index has moderated to 5.17% up to March 2015. Structural shifts in inflation are due to lower oil prices, deceleration in agriculture prices & wages and improved household inflation expectations. The trading environment is becoming more challenging as the buoyancy of Indian exports has declined with respect to world growth. Current account deficit (CAD) is expected to decline below 1% of GDP for the FY 2014-15. Foreign exchange reserves increased to $ 341.14 billion at week ended March 27, 2015. Fiscal deficit is expected to be contained at 4.1% as per the budget estimates. The vision of the new government is pragmatic and of inclusive growth which is apparent from more devolution of tax collections to the states, postponing the achievement of 3% fiscal target to FY 2018 thereby making more space for public investment in the country. Thrust to infrastructure, measures to revive the investment cycle, boost to savings, ‘Make in India’ initiative, ease of doing business and boosting entrepreneurship are major focus areas of the government. Opportunities, Threats & Risks The Company is mainly exposed to market risk (including liquidity risk), interest risk and credit risk. However prudent business and risk management practices followed by the company over the years helps its to manage normal industry risk factors, which inter alia includes economic/ business cycle, fluctuations in the stock prices in the market, besides the interest rate volatility, and credit risk. The Company is confident of managing these risks by observing a conservative financial profile in investment are trading of securities business. Indian Economy will see reasonable growth of 5.6% in the near terms of inflation, oil prices, budget deficits, interest rates, commodity prices and infrastructural bottlenecks remains area of concern. The sheer unpredictable nature of the markets makes investments a risky proposition. An investment company has to live with the fear of falling markets and movement of the sensex. However, the company hopes to improve its performance on the strength of its long experience and its strong emphasis on the fundamentals. Your management has got ample exposure of the capital markets, which provide us an opportunity to make safer and profitable investments with minimum risks. 47
35
Performance During the year, the company has earned Gross profit before tax of Rs. 4,93,276 mainly from sale of investments and interest earned . Internal Control Systems The Company has an Internal Control System which is commensurate with the size, scale and complexity of its operations. The Internal Auditors monitor the efficiency and efficacy of the internal control systems in the Company, compliance with operating systems/accounting procedures and policies of the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. The Company has adequate systems and procedures to provide assurance of recording transactions in all material respects. During the year, M/s Kumar Aggarwal & Co., Chartered Accountants, reviewed the adequacy and operating effectiveness of the internal financial controls as per Section 134 (5) of the Companies Act, 2013 by covering the following broad areas: i. Material level assessment ii. Entity level assessment iii. Risk Control Matrix covering major processes and developing controls Internal audit and compliance. The Company conducts its internal audit and compliance functions within the parameters of regulatory framework which is well commensurate with the size, scale and complexity of operations. The internal controls and compliance functions are installed, evolved, reviewed, and upgraded periodically. The Company has appointed, M/s Kumar Aggarwal & Co., Chartered Accountants, to conduct internal audit covering all areas of operations including branches. The reports are placed before the Audit Committee of the Board. The Audit Committee reviews the performance of the audit and compliance functions, the effectiveness of controls and compliance with regulatory guidelines and gives such directions to the Management as necessary / considered appropriate. The Company has framed a compliance policy to effectively monitor and supervise the compliance function in accordance with the statutory requirements. Human Resources People remain the most valuable asset of your Company. Your Company is professionally managed with senior management personnel having rich experience and long tenure with the Company. Your Company follows a policy of building strong teams of talented professionals. Your Company encourages, appreciates and facilitates long term careers. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps
36
to retain the talent. The Company continues to focus on training programs for skill development, compliance and improved customer experience. Cautionary Note Certain statements in this Report may be forward-looking and are stated as may be required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook. Your Company does not undertake to update these statements. Acknowledgement Your directors take this opportunity to place on record their appreciation to all employees for their hard work, spirited efforts, dedication and loyalty to the Company which has helped the Company maintain its growth. The Directors also wish to place on record their appreciation for the support extended by the Reserve Bank of India, other regulatory and government bodies, Company’s auditors, customers, bankers, promoters and shareholders
37
CORPORATE GOVERNANCE REPORT
1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
The Board of Directors are focused on the meeting their prime objective of maximization of shareholders
wealth. The Listing Agreement entered into by the Company with the Stock Exchanges contemplates
compliance with the Code of Corporate Governance. The Company conducts its affairs with a blend of the
following aspects in their required proportions:
- Prudence
- Transparency
- Accountability
- Impartial treatment for all shareholders
- Operating under the purview of the statute.
- Ethical Practices
- Shareholder’s wealth maximization
As a part of the compliances of the revised Clause 49 of Listing Agreement, the Company presents
hereunder the required disclosures in the form of a Report for information of all the stakeholders.
BOARD OF DIRECTORS
As on date, the Board consists of 5 Directors.
Composition and Category of Directors:
Name Designation Category
Date of
Resignation
No. of other
Director-
ships
Attendance
at Board
Meetings
Attendance at
previous
AGM
Charu Aggarwal Director Non-
Executive
- 1 Yes No
Rahul Yadav Additional
Director
Independen
t
- - Yes
Yes
Mr. Sanjay kumar Gupta Additional Director Independen
t
30th June,
2015 -
Yes Yes
Mr. Navneet Mangal Managing Director Executive
30th June,
2015 -
Yes Yes
Mr. Santosh Kumar Whole-Time
Director
- 1
Yes No
Ms. Pooja Kushwaha Additional Director
(Independent) Independen
t
14th August
2015 -
Yes No
Mr. Anil Kumar Jalan Additional Director Non-
Executive
- 2
No No
Mr. Abhishek Singh Additional Director
(Independent) Independen
t
- -
No No
Meetings of the Board of Directors The Board of Directors met 7 times during the financial year on 26
TH May 2014 , 13
TH August 2014, 12
TH
November 2014, 29TH
January 2015, , 14TH
February 2015 , 26TH
February 2015, 31ST
March 2015.
38
Information supplied to the Board
The Board members are given agenda papers along with necessary documents and information in advance of
each meeting of the Board and Committees. In addition to the regular business items, the following are
regularly placed before the Board to the extent applicable.
Quarterly and Half yearly results of the Company
Minutes of the Audit Committee and other Committee meetings
Details of Agreements entered into by the Company
Particulars of Non-Compliance of any statutory or Listing requirement
Minutes of the Board Meeting
The minutes of the proceedings of every Board and all committee meetings are prepared and
approved/initialed by the Chairman within 30 days from the conclusion of the respective meeting.
Code of Ethics
The Company has prescribed a code of ethics for its Directors and senior management personnel. A
declaration by the Executive Director to the effect that all the Directors and the senior management personnel
have complied with the Code of Ethics laid down for this purpose for the year 2014-2015 is given below:
Declaration – Code of Conduct
This is to confirm that the Board of Directors has laid down a code of conduct for all Directors and senior
management personnel of the Company. It is further confirmed that all the Directors and senior management
personnel of the Company have duly complied with the Company’s Code of Conduct during the financial year
2014-2015, as required under Clause 49 of the Listing Agreement with the Stock Exchanges.
For A. F. Enterprises Limited
Date: 04th
September, 2015
Place: New Delhi
Sd/-
Charu Aggarwal (Director)
DIN: 06632839
39
BOARD COMMITTEES:
The Board of Directors has set up committees of Directors to deal with various matters of specific nature
which require concentrated and more focused attention and to arrive at quick and timely decisions in these
matters.
The Board of Directors has delegated its certain powers to the committees of Directors and these committees
shall excise such power and give the report of the output to the Board for approval at subsequent meetings.
The Board has constituted three committees viz. Audit Committee, Nomination & Remuneration Committee
and Stakeholders Relationship Committee.
AUDIT COMMITTEE
Terms of Reference:
The terms of reference of the Audit committee include the following:
1. Review of the quarterly, half yearly and annual financial results of the Company before submission to the
Board.
2. Overseeing the financial reporting process and the disclosure of its financial information to ensure that the
financial statements are correct, sufficient and credible.
3. Holding periodic discussions with statutory auditors and internal auditors of the Company concerning the
accounts of the company, internal control systems, scope of audit and observations of auditors.
4. Making recommendations to the Board on any matter relating to the financial management of the Company,
including the audit report.
5. Recommendations with respect to appointment and removal of external auditors, fixation of audit fees and
also approval of fee for any other services by the auditors.
6. Investigating into any matter in relation to items specified in section 177 of the Companies Act, 2013 or as
may be referred to it by the Board and for this purpose to seek any relevant information contained in the
records of the Company and also seek external professional advice if necessary.
7. Making recommendations to the Board on any matter relating to the financial management of the Company.
During the year, One Audit Committee meeting was held on 26/05/2014, 13/08/2014, 12/11/2014 &
14/2/2015, 31/03/2015.
Composition of Audit committee:
As on date, Mr. Abhishek Singh was appointed as a member of Audit Committee due to the resignation of
Mr. Sanjay Kumar Gupta from the directorship of the Company. The Audit Committee of the Company
was constituted as follows:
Meetings of the Committee and
Attendance of the Members during
2014-2015
Meetings held Meetings Attended
Ms. Charu Aggarwal 5 5
Mr. Rahul Yadav 5 5
Mr. Sanjay Kumar Gupta 5 5
Mr. Abhishek Singh 0 0
5. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Investor’s Grievance Committee of the Company has been constituted with Three Directors viz.
40
Mr. Rahul Yadav
Mrs. Charu Aggarwal
Mr. Abhishek Singh
No investor complaints are pending as on the date of Director’s Report. The Company does not have any
pending share transfers and investor complaints as on the date of Director’s Report.
6. NOMINATION AND REMUNERATION COMMITTEE
Composition as on date: 04/09/2015
As on date, Mr. Abhishek Singh was appointed as a member of Audit Committee due to the resignation of
Mr. Sanjay Kumar Gupta from the directorship of the Company. The Nomination and Remuneration
Committee of the Company has been constituted with Three Directors viz.
Mr. Rahul Yadav
Mrs. Charu Aggarwal
Mr. Abhishek Singh
6. ANNUAL GENERAL MEETINGS
Details of previous Annual General Meetings
Day Date Time Venue
Saturda
y 29.09.2012 12:00 PM 72, Janpath. New Delhi-110001
Monday 30.09.2013 11:00 AM 241, 2
nd Floor, RG Mall, Opposite Plot No. 39, Sec-9, Rohini, New
Delhi-110085
Monday 29.09.2014 11:30 AM 241, 2
nd Floor, RG Mall, Opposite Plot No. 39, Sec-9, Rohini, New
Delhi-110085
No resolution was placed for voting by Postal ballot in the previous Annual General Meeting
7. DISCLOSURES
No. transaction of material nature has been entered into by the company with directors or management and their
relatives etc that may have a potential conflict with the interests of the company. The Register of contracts
containing transactions in which directors are interested is placed before the Board regularly.
There has been no instance of non-compliance by the Company on any matter related to capital markets. Hence the
question of penalties or strictures being imposed by SEBI or Stock Exchanges does not arise.
The Company is in compliance with all the mandatory requirements of Corporate Governance of the revised Clause
49 of the Listing Agreement with Stock Exchanges.
The Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India, to
the extent applicable, in the preparation of Financial Statements.
The Company has laid down procedures to inform Board members about the risk assessment and minimization
procedures. These procedures are periodically reviewed to ensure that executive management control risks through
means of a properly defined framework.
The Company has adopted with the Code of Conduct applicable to all Directors, senior management and
employees. The Declaration as required under Clause 49 is as below:
“All the Directors and Senior Management of the Company have affirmed compliance with the Company’s Code of
Conduct for the financial year ended 31st March, 2015”.
[[[[
41
For and on behalf of the Board
Place: New Delhi Sd/-
Date: 04/09/2015 Charu Aggarwal
(Director)
DIN: 06632839
CEO Certification: The Executive Director has given a certificate as contemplated in Clause 49 of the
Listing Agreement.
The requirements of the Audit and other Committees as contemplated in Clause 49 have been complied
with as per the report set above in respect of the same.
The Management Discussion and Analysis is provided elsewhere in this report.
8. MEANS OF COMMUNICATION
The Company has published financial results within time specified i.e. 48 hours as required by the Listing
agreement, No targeted presentations were made during the year under review. The Management
Discussion & Analysis Report forms part of the Annual Report of the Company as required under the
Listing Agreement.
9. GENERAL SHAREHOLDER INFORMATION
1) 32nd
Annual General Meeting Schedule: Wednesday 30th day of September, 2015 at 11:30 A.M. at the
DSM334, DLF Towers, Shivaji Marg, New Delhi-110015
2) Financial Calendar (2015-2016) (Tentative) :
The Financial year of the Company is 1st April to 31
st March.
Financial Year reporting for Proposed date
Un-audited Financial Results for quarter ended 30.06.2015 Last week of August, 2015
Un-audited Financial Results for quarter ended 30.09.2015 Last week of October, 2015
Un-audited Financial Results for quarter ended 31.12.2015 Last week of January, 2015
Un-audited Financial Results for quarter ended 31.03.2016 Last week of April, 2016
Annual General Meeting 2015 30th September, 2015
3) Dates of Book Closure : 23rd September, 2015 to 30th
September, 2015 (both days
inclusive)
4) Dividend Payment Date : Not Applicable
5) Listing at Stock Exchanges : Bombay Stock Exchange Ltd and Delhi Stock Exchange
6) Listing Fees : The Listing fees for the year 2014-2015 paid.
7) Stock Code : AFEL
8) Scrip Code : 538351
9) ISIN No. : INE457N01017
10) CIN No. : L65993DL1983PLC016354
11) Market Price Data :
42
12.) Registrar & Share Transfer : Skyline Financial Services Pvt Ltd
Agents D-153 A, 1st Floor, Okhla Industrial Area,
Phase - I,New Delhi - 110 020
Tel No. 011-26812682
43
13.) Share Transfer process : 95.19% of shareholding is in demat mode and no physical share
transfer request is pending as on the date of this report.
14.) Shareholding pattern as on: 31st March, 2015.
Category Number of Equity Shares held % of Shareholding
Promoters
Corporate Bodies
Overseas Corporate Bodies
Public
807600
1019355
-----
2173045
20.19
25.48
-----
54.33
Total 40,00,000 100.00
15.) Dematerialization of shares: The Company has entered into an Agreement with M/s Skyline Financial
Services Pvt. Limited as Registrar and Share Transfer Agents.
16.) Outstanding Bonds/ Convertible Instruments : NIL
17.) Address for Communication and Registered Office : 241, 2nd
Floor, RG Mall, Opposite Plot
No.39, Sec-9, Rohini, Delhi-110085 Tel
No. 011 - 45566913
E-Mail: [email protected]
44
CEO/CFO CERTIFICATION UNDER CLAUSE 49(IX) OF THE LISTING AGREEMENT To, The Board of Directors A F Enterprises Limited 1. I/We have reviewed financial statements and the cash flow statement of A F Enterprises Limited for the year ended 31st march, 2015 and to the best of my/our Knowledge and belief: (i) the statement do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations. 2. There are, to the best of my/our knowledge and belief, no transaction entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct. 3. I/We accept responsibility for establishing and maintaining internal control systems pertaining to financial reporting. I/We have not come across any reportable deficiencies in the design of operation of such internal controls. 4. I/We have indicated the auditors and the Audit Committee:
(i) that there are no significant changes in internal control over financial reporting during the year;
(ii) that there are no significant changes in accounting policies during the year; and
(iii) that there are no instances of significant fraud of which we have become aware.
For A F Enterprises Limited Sd/- Pankaj Bansal (Chief Financial Officer) Place: New Delhi Date: 04th September, 2015
45
DECLARATION FOR COMPLIANCE WITH CODE OF CONDUCT
To The Member of A F Enterprises Limited Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, I hereby confirm that all Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management as approved by the Board for the financial year ended March 31st, 2015.
For A F Enterprises Limited
Sd/- Date: 04-09-2015 Santosh Kumar Place: New Delhi Whole-Time Director (DIN- 02994228)
46
To The Members of A.F. Enterprises Limited We have examined the compliance of the conditions of Corporate Governance by A.F.
Enterprises Limited (“the Company”) for the year ended on March 31, 2015 as stipulated in
Clause 49 of the Listing Agreement of the said Company with stock exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management.
Our examination was limited to procedures and implementation thereof, adopted by the
Company for ensuring the compliance of the conditions of the Corporate Governance. It is
neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us,
we certify that the Company has complied with the conditions of Corporate Governance as
stipulated in the above mentioned Listing Agreement.
We state that such compliance is neither an assurance as to the future viability of the Company
nor the efficiency or effectiveness with which the management has conducted the affairs of the
Company.
For VN Purohit & Co.
Chartered Accountants
(Firm Registration No.304040E)
Sd/-
O.P. Pareek Partner (Membership No. 014238) Place: New Delhi Date: September 04, 2015
47
INDEPENDENT AUDITOR’S REPORT
To The Members A.F. Enterprises Limited Report on the Financial Statements
We have audited the accompanying financial statements of A.F. Enterprises Limited (‘the Company’) which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, Cash Flow Statement and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures elected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion
48
In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:
i. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2015.
ii. In the case of Statement of Profit and Loss, of the profit for the year ended on that date;
and
iii. In the case of Cash Flow Statement, of the cash flows for the year ended on that date
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2003 (‘the Order’), as amended,
issued by the Central Government of India in terms of section 143 of the Act, we give in the
Annexure a statement on the matters specified in paragraphs 1 of our Order.
2. As required by section 143(3) of the Act, we report that:
a. We have obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit;
b. In our opinion proper books of account as required by law have been kept by the
Company so far as appears from our examination of those books;
c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by
this Report are in agreement with the books of account;
d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report comply with the Accounting Standards.
e. On the basis of written representations received from the directors as on 31st March,
2015, and taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March, 2015, from being appointed as a director in terms of
section 164 of the Companies Act, 2013.
Signed for the purpose of identification FOR V.N. PUROHIT & CO. Chartered Accountants Firm Regn. No. 304040E Sd/- O.P. Pareek Partner Membership No. 014238 New Delhi, the 29th day of May 2015
49
“ANNEXURE” TO THE AUDITOR’S REPORT (As referred in paragraphs of our report)
1. In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars including
quantitative details and situation of fixed assets on the basis of available information.
b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.
c) In our opinion, the company has not disposed off a substantial part of its fixed assets
during the year and the going concern status of the company is not affected.
2. In respect of Inventories consisting of shares and securities held in other Company :
a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.
b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.
c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.
3. In respect of the loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013: a) In our opinion, and according to the information and explanation given to us, the company
has not granted any loans, secured or unsecured during the year to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the requirements as per sub- clause (iii) (a) & (b) of the order are not applicable in case of the company.
b) The Company has not taken any loans, secured or unsecured during the year from companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the requirements as per sub- clause (iii) (e), (f) and (g) of paragraph 4 of the order are not applicable in case of the company.
4. In our opinion, and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods or services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.
50
5. As explained and according to information given to us there has not been any contract or arrangement referred to in section 189 of the Act, particulars of which need to be entered in the register required to be maintained under section 189 of the Companies Act, 2013.
6. According to the information and explanations given to us, the Company has not accepted any
deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the company.
7. In our opinion, the Company has an ‘in- house’ internal audit system commensurate with the
size of the company and the nature of its business. 8. The cost record maintained by the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government under section 148(1)of the Companies Act, 2013 are not applicable to the company.
9. In respect of statutory dues:
a) According to the records of the company, undisputed statutory dues including Provident
Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, there are no undisputed amount payable in respect of the aforesaid statutory dues were outstanding as at 31.03.2015 for a period of more than six months from the date of becoming payable.
b) According to the information and explanations given to us, there are no outstanding statutory dues on the part of company which is not deposited on account of dispute.
10. According to the information and explanations given to us, the Company has no accumulated
losses. The company has not incurred any cash losses during the financial year covered by the audit and in the immediately preceding financial year.
11. According to the information and explanations given to us, the company has not taken any
loan from any financial institution or bank or debenture holder. 12. The Company has not granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities, and in our opinion, adequate documents and records are maintained.
13. The Company is not a chit fund, nidhi or mutual benefit society. Therefore, the provisions of
clause (xiii) of paragraph 4 of the Order are not applicable to the Company. 14. The Company has kept adequate records of its transactions and contracts in shares, securities,
debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other investments held by the company, in it’s own name.
15. According to the information and explanations given to us, the company has not given any
guarantee for loans taken by others from bank or financial institutions. 16. As per information and explanations given to us, the company has not obtained any term loans
during the year and no term loans are outstanding on the company at the end of year. 17. According to the information and explanations given to us, no funds raised on short-term basis
have been used for long-term investment. 18. The Company has not made any preferential allotment of shares.
19. The company has not issued any debentures. Hence the requirements of sub- clause (xix) of
paragraph 4 of the Order are not applicable to the company.
51
20. As explained to us, the management has disclosed on the end use of money raised by public
issues and the same has been verified. 21. According to the information and explanations given to us, a fraud on or by the company has
not been noticed or reported during the year.
FOR V.N. PUROHIT & CO. Chartered Accountants Firm Regn. No. 304040E Sd/- O.P. Pareek Partner Membership No. 014238 New Delhi, the 29
th day of May 2015
Particulars Notes 31st March 2015 31st March 2014
(Rupees) (Rupees)
EQUITY AND LIABILITIES
Shareholders' fund
Share Capital 3 40,000,000 40,000,000
Reserves and Surplus 4 (11,414,782) (11,755,532)
Non-Current liabilities
Deferred tax liabilities (net) 5 2,507 2,593
Current liabilities
Short-Term Borrowing 6 2,500,000 3,200,000
Trade Payables 7 25,826,014 25,750,569
Short-Term Provisions 8 155,579 142,172
Total 57,069,318 57,339,802
ASSETS
Non-Current Assets
Fixed Assets 9
(i) Intangible Assets 31,556 52,593
(ii) Tangible Assets
Capital & amortised expenses not w/off 10 - -
Other Non-Current Assets 11 - -
Current Assets
Closing Stock 105,490 250,300
Trade Receivable 12 25,328,011 24,795,695
Loan and Advances 13 26,886,692 31,006,036
Cash and Cash Equivalents 14 4,717,569 1,235,178
Total 57,069,318 57,339,802
Summary of significant acounting polices 2
The accompanying notes are an integral part of the financial statements.
As per our report of even date
FOR V.N. PUROHIT & CO.
Firm Regn. No. 304040E
Chartered Accountants
Sd/- Sd/-
Sd/-O.P. Pareek
Partner DIN:06632840 DIN:06632839
Membership No. 014238
Sd/- Sd/-
Pankaj Bansal Varsha Bharti
CFO Company Secretary
PAN No. APOPB3245F Mem. No. A37545
New Delhi, the 29th day of May 2015
A F ENTERPRISES LIMITED
BALANCE SHEET AS AT 31st MARCH 2015
Navneet Mangal Charu Aggarwal
Director Director
For and on behalf of the Board of Directors of
A F Enterprises Limited
52
Particulars Notes 31st March 2015 31st March 2014
(Rupees) (Rupees)
A. CONTINUING OPERATIONS
Income
Revenue from operations 15 105,665,148 52,868,484
Other Income 16 3,663 3,846
Total Revenue (I) 105,668,811 52,872,330
Expenses
Purchases of stock in trade 17 102,904,105 50,444,410
Changes in inventories 18 144,810 (250,300)
Employee benefit expenses 19 911,240 768,170
Depreciation & amortise expenses 20 21,037 9,907
Other administrative expenses 21 1,194,343 1,642,897
Total (II) 105,175,535 52,615,084
Profit/ (loss) before tax ( I - II) 493,276 257,246
Tax expenses
Current Tax 152,612 142,172
Deferred tax (86) 2,593
Total Tax Expenses 152,526 144,765
Profit/ (loss) for the year after tax 340,750 112,481
Less: amount transfer to reserves - -
Profit available for dividend distribution 340,750 112,481
Less: proposed dividend on equity - -
Less: provision for dividend distributors tax - -
Net profit transfer to appropriation 340,750 112,481
Earning per share (EPS)
[nominal value of share Rs. 10/-]
Basic 0.0852 0.0281
Diluted 0.0852 0.0281
Summary of significant acounting polices 2
The accompanying notes are an integral part of the financial statements.
As per our report of even date
FOR V.N. PUROHIT & CO.
Firm Regn. No. 304040E
Chartered Accountants
Sd/- Sd/-
Sd/-O.P. Pareek
Partner DIN:06632840 DIN:06632839
Membership No. 014238
Sd/- Sd/-
Pankaj Bansal Varsha Bharti
CFO Company Secretary
PAN No. APOPB3245F Mem. No. A37545
New Delhi, the 29th day of May 2015
A F ENTERPRISES LIMITED
STATEMENT OF TRADING & PROFIT AND LOSS FOR THE PERIOD ENDED ON 31st March 2015
Navneet Mangal Charu Aggarwal
Director Director
For and on behalf of the Board of Directors of
A F Enterprises Limited
53
(Rupees) (Rupees)
CASH FLOW FROM OPERATING ACTIVITIES
Net profit before tax and after extra- ordinary 514,313 267,153
items (As per profit & loss account)
Adjustments for items not included - -
Operating Profit before working capital changes 514,313 267,153
Working capital adjustments: -
(Increase)/ decrease in current loans and advances 4,119,344 -
(Increase)/ decrease in Trade receivables (532,316) (24,395,295)
(Increase)/ decrease in inventories 105,490 (250,300)
Increase/ (decrease) short term provision 13,407 -
(Increase)/ decrease current Assets 31,556 -
Increase/ (decrease) in current liabilities 75,362 24,663,714
Cash generated from operations 4,327,156 285,272
Direct Taxes Paid (144,765) (26,183)
Net cash flow from operating activities (A) 4,182,391 259,089
CASH FLOW FROM INVESTING ACTIVITIES
Proceed from sale of investments - -
Expenses for capital expenses - -
(Increase)/ decrease in Investment - 10,600
Purchase of fixed assets - (62,500)
Net cash flow from investing activities (B) - (51,900)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of equity shares - 37,600,000
Proceeding from long term & Short term Borrowing (700,000) (30,640,555)
Repayment of long term & Short term Borrowing - (5,988,232)
- -
Net cash flow from financing activities (C) (700,000) 971,213
Net cash flow during the year (A + B + C) 3,482,391 1,178,403
Add: Opening cash and cash equivalents 1,235,178 56,775
Closing cash and cash equivalents 4,717,569 1,235,178
Components of cash and cash equivalents
Cash in hand 159,930 223,645
Deposit with banks in current accounts 4,557,639 1,011,533
Cheque in Hand
Toal cash and cash equivalents (note 8) 4,717,569 1,235,178
The accompanying notes are an integral part of the financial statements.
As per our report of even date
FOR V.N. PUROHIT & CO.
Firm Regn. No. 304040E
Chartered Accountants
Sd/- Sd/-
Sd/-
O.P. Pareek
Partner DIN:06632840 DIN:06632839
Membership No. 014238
Sd/- Sd/-
Pankaj Bansal Varsha Bharti
CFO Company Secretary
New Delhi, the 29th day of May 2015 PAN No. APOPB3245F Mem. No. A37545
For and on behalf of the Board of Directors of
A F Enterprises Limited
Navneet Mangal Charu Aggarwal
Director Director
A F ENTERPRISES LIMITED
CASH FLOW STATEMENT FOR THE PERIOD ENDED ON 31/03/2015
31st March 2015 31st March 2014
54
55
A F ENTERPRISES LIMITED NOTES TO FINANCIAL STATEMENTS
1. Basis of preparation
The financial statements of the company have been prepared in accordance with generally accepted accounting principles (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended from time to time) and the relevant provisions of the Companies Act, 2013. The financial statements have been prepared on accrual basis and under the historical cost convention. The accounting policies not specifically referred, are consistently applied from the past accounting periods.
2. Summary of significant accounting policies
a. Changes in accounting policy During the year ended 31
st March 2015, the revised Schedule III notified under the
Companies Act, 2013, has become applicable to the company, for preparation and presentation of its financial statements. The adoption of revised Schedule III does not impact recognition and measurement principles followed for preparation of financial statements. However, it only impact on the presentation and disclosures made in the financial statements. The company has also reclassified previous year’s figure in accordance with the requirements applicable for the current year.
b. Revenue recognition
Having regard to the size, nature and level of operation of the business, the company is applying accrual basis of accounting for recognition of income earned and expenses incurred in the normal course of business.
c. Fixed assets:
Fixed Assets are valued at cost of purchase and/ or construction as increased by necessary expenditure incurred to make them ready for use in the business.
d. Inventories
Inventories include investments in shares of other companies. The Company classifies such investments as inventory and valuation of them has been made at lower of cost or Market Value. However, unquoted investments are stated at cost.
e. Depreciation
The company didn’t charge depreciation on Office Premises as same is not put fixed assets on straight line method as per rates prescribed under Companies Act, 2013 on pro- rata basis. However, no Depreciation is being charged on asset depreciated upto 95% of its historical cost.
f. Taxes on income
Current taxes on income have been provided by the Company in accordance with the relevant provisions of the Income Tax Act, 1961. Deferred Taxes has been recognised on timing differences between accounting income and taxable income subject to consideration of prudence.
3. Share capital
(Rupees) (Rupees)
Authorised shares
45,000,000 45,000,000
Issued, subscribed and fully paid- up shares
40,000,000 40,000,000
-
Total issued, subscribed and fully paid- up share capital 40,000,000 40,000,000
a. Reconciliation of Shares outstanding at the beginning and at the end of reporting period
No. (Rupees) No. (Rupees)
Share Capital at the beginning of the period 240,000 2,400,000 240,000 2,400,000
Issue during the period: -
3,760,000 37,600,000 3,760,000 37,600,000.00
- -
Outstanding at the end of the period 4,000,000 40,000,000 4,000,000 40,000,000
b. Terms and rights attached to equity shares
c. Details of shareholders holding more than 5% shares in the company
Nos. % holding Nos. % holding
Indodan Industries Limited - 0.00% - 0.00%
Jalan Swarnlata - 0.00% - 0.00%
Vashist Deepa - 0.00% - 0.00%
Jalan Siddarth - 0.00% - 0.00%
Jagdish Prasad Sharma - 0.00% - 0.00%
807,600 20.19% 807,600 20.19%
Kiran Mittal 253,000 6.33% 260,000 6.50%
4. Reserves and surplus
(Rupees) (Rupees)
Surplus/ (deficit) in statement of profit & loss
Balance as per last financial statements (11,755,532) (11,868,013)
Add: Profilt/ (loss) for the year 340,750 112,481
Less: Utilized/ transfer during the period -
Net (deficit) in statement of profit and loss (11,414,782) (11,755,532)
(11,414,782) (11,755,532)
Equity Share Capital
31st March 2015 31st March 2014
The company has issued only one class of equity share having a par value of Rs. 10 per share. Each holder of equity shares
is entitled to vote per share. The company declares and pays dividend if any, in Indian Rupees. The dividend proposed by
the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the company, the holders of equity shares will be entitiled to receive remaining assets of
the company, after distribution of all the preferential amount. The distribution will be in proportion to the number of
equity shares held by the shareholder.
31st March 2015 31st March 2014
A F ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS
31st March 2014 31st March 2015
31st March 2015 31st March 2014
45,00,000 Equity Shares of Rs.10/- each.
4,00,0000 Equity Shares of Rs.10/-each fully paidup
RMS Mosquto Private Ltd
56
AF ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS
5. Deferred tax liabilities (net)
(Rupees) (Rupees)
Opening Balance 2,593.00 -
Provision made or (written back) during the year (86) 2,593.00
2,507 2,593.00
6 Short Term Borrowing
(Rupees) (Rupees)
Loans & Advances from Related Parties:
Unsecured 2,500,000 3,200,000
2,500,000 3,200,000
7 Trade Payables
(Rupees) (Rupees)
Audit Fee Payable 22,472 11,236
Salary & Bonus Payable 60,000 30,000
Accounting Charges Payable 21,000
Vat Payable 20,132 10,246
TDS Payable - 56,180
Legal & Professional Charges Payble 28,500 -
Rent Paybale 12,000 -
Sundry creditors for Expenses 25,661,910 25,642,907
Sundry creditors others - -
25,826,014 25,750,569
8 Short-term provisions
(Rupees) (Rupees)
Provision for income tax 155,579 142,172
155,579 142,172
10 Capital & amortised expenses not w/off
(Rupees) (Rupees)
Deferred revenue expenses
Opening Balance - -
Add: addition during the year - -
Less: written off during the year - -
- -
11 Other Non-Current Assets
(Rupees) (Rupees)
Investment in Equity Shares - -
Security Deposits with RG Mall (Maintenance) - -
- -
12 Trade Receivables
(Rupees) (Rupees)
Trade receivables outstanding for a period less than 6 months
than from the date they were due for payment
Unsecured, Considered goods 25,328,011 24,795,695
25,328,011 24,795,695
57
31st March 2015
31st March 2015 31st March 2014
31st March 2015 31st March 2014
31st March 2014
31st March 2015 31st March 2014
31st March 2015 31st March 2014
31st March 2015 31st March 2014
31st March 2015 31st March 2014
AF ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS
13 Loan and Advances
(Rupees) (Rupees)
Advances recoverable in cash or kind
Unsecured, considered good 26,601,632 30,730,696
Rent Security 36,000 36,000
(A) 26,637,632 30,766,696
Balance with government authorities
Tax Deducted at Sources 210,063 183,023
Income Tax Refund A.Y. 2014-15 38,997 56,317
(B) 249,060 239,340
Total (A + B) 26,886,692 31,006,036
14 Cash and cash equivalents
(Rupees) (Rupees)
Cash in hand 159,930 223,645
Balances with banks 4,557,639 1,011,533
4,717,569 1,235,178
15 Revenue from operations
(Rupees) (Rupees)
Sales 103,564,502 51,028,891
Interest income 2,100,646 954,593
Professional Income - 885,000
105,665,148 52,868,484
16 Other Non-operating Income
(Rupees) (Rupees)
Sale of Shares - -
Other Income 3,663 3,846
3,663 3,846
17 Purchase of trade goods
(Rupees) (Rupees)
Purchases of stock in trade 102,904,105 50,444,410
Purchases of shares -
102,904,105 50,444,410
18 Changes in inventories
(Rupees) (Rupees)
Inventories at the beginning of the year
Stock in trade 250,300.00 -
250,300.00 -
Inventories at the end of the year
Stock in trade 105,490 250,300.00
105,490 250,300.00
144,810 (250,300.00)
For the year ended
31st March 2015 31st March 2014
For the year ended
31st March 2015 31st March 2014
31st March 2015 31st March 2014
31st March 2015 31st March 2014
31st March 2014
31st March 2015 31st March 2014
31st March 2015
58
AF ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS
19 Employee benefit expenses
(Rupees) (Rupees)
Salaries and wages 850,000 727,000
Staff welfare expenses 61,240 41,170
911,240 768,170
20 Depreciation & amortise expenses
(Rupees) (Rupees)
Depreciation charged 21,037 9,907.00
Deferred revenue expenditure w/off - -
21,037 9,907.00
21 Other administrative expenses
(Rupees)
Advertisement & Publication Expenses 52,555 81,767
Accounting Charges 84,000 54,000
Auditors Remuneration 22,472 11,236
Bank Charges 1,505 2,517
Business Promotion - -
Cleaning & Maintenance - -
Commission Charges - -
Conveyance Expenses 211,258 67,745
Electricity & Water Charges 50,260 75,410
Fee & Subscriptions - -
Franking Charges - -
General Expenses - -
Interest Paid - -
ROC Expenses 28,500 211,250
News Paper, Books & Periodicals 24,450 37,140
Postage, Courier, Fax & Telegrams 21,736 18,430
Printing and Stationery 92,750 87,500
Legal & Professional Charges 341,657 788,892
Rent Paid 144,000 91,000
Share transfer registrar charges - -
Telephone & Mobile Expenses 110,400 70,780
Misc Expenses 8,800 45,230
1,194,343 1,642,897
59
31st March 2015 31st March 2014
31st March 2015 31st March 2014
31st March 2015 31st March 2014
60
A F ENTERPRISES LIMITED NOTES TO FINANCIAL STATEMENTS
22. There is no Micro, Small and Medium Enterprises as defined under Micro, Small &
Medium Enterprises Development Act, 2006 to which Company owes dues which are outstanding for a period more than 45 days as on Balance Sheet Date.
The above information regarding Micro, Small and Medium Enterprises has been
determined on the basis of information availed with the Company and has been duly relied by the auditors of the Company.
23. Provisions of Accounting Standard (AS) – 17 issued by the ICAI on ‘Segment Reporting’ are not been applicable to the Company.
24. In view of present uncertainty regarding generation of sufficient future income, net deferred tax asset or liability has not been recognized in these accounts on prudent basis.
25. In the opinion of the management, the current assets, loans and advances have a realizable value in the ordinary course of business is not less than the amount at which they are stated in the Balance Sheet.
26. Related party disclosures/ transactions (a) Related Parties Covered: -
(i) Key Management Personnel & their Relatives Mr. Navneet Mangal Mr. Pankaj Bansal Ms. Charu Aggarwal Ms. Varsha Bharti
(ii) Individuals owining directly or indirectly interest in voting power that gives them control
NO
(iii) Enterprises owned or significantly influenced by the persons as stated in (i) & (ii) Above.
RMS Mosquto Private Limited
(b) Transactions with Related Parties: -
Enterprises owned by or significantly influenced by the Key Management Personnel or their Relatives
Transactions With Nature of Transaction 31/03/2015 (Rs.) 31/03/2014 (Rs.)
NIL NIL NIL NIL
61
A F ENTERPRISES LIMITED NOTES TO FINANCIAL STATEMENTS
27. Balance shown under head Sundry Debtors, Creditors and Advances are subject to confirmation.
28. Particulars Current Period
(Rs.) Previous Year
(Rs.) Earnings/ Remittances and/ or Expenditure in
Foreign Currency Nil Nil
29. Quantitive Information in respect of Opening Stock, Purchases, Sales and Closing Stock
pursuant to Schedule III of the Companies Act, 2013 are as per list attached.
30. Particulars Current Period (Rs.)
Previous Year (Rs.)
Contingent Liability not provided for Nil Nil
31. Previous Year’s Figures have been re- arranged or re- grouped wherever considered necessary.
32. Figures have been rounded off to the nearest rupees.
33. Figures in brackets indicate negative (-) figures. Signed for the purpose of Identification FOR V.N. PUROHIT & CO. Chartered Accountants Firm Regn. 304040E Sd/- O.P. Pareek Partner Membership No. 014238
Sd/- Sd/-
Navneet Mangal Charu Aggarwal
Director Director
DIN:06632840 DIN:06632839
Sd/- Sd/- Pankaj Bansal Varsha Bharti CFO Company Secretary PAN No. APOPB3245F Mem. No. A37545
New Delhi, the 29TH
day of May 2015
NOTES TO THE FINANCIAL STATEMENTS
Note - 09 (Fixed Assets) (Amount in Rupees)
Rate
Balance
as at
1 April, 2014
Additions /
Deletion
Balance
as at
31 March, 2015
Balance
as at
1 April, 2014
Depreciation
during the
year
Balance
as at
31 March,
2015
W.D.V. as on
31.03.15
W.D.V. as on
31.03.2014
I. Intangible Assets
II. Tangible Assets
(a) Computers 40.00% 52,593.00 - 52,593 - 21,037 21,037 31,556 52,593
Total 52,593.00 - 52,593 - 21,037 21,037 31,556 52,593
Previous year - - - - - - 52,593 -
FOR V.N. PUROHIT & CO.
Firm Regn. No. 304040E
Chartered Accountants
Sd/- Sd/-
Sd/-
O.P. Pareek
Partner DIN:06632839
Membership No. 014238
Sd/- Sd/-
Pankaj Bansal Varsha Bharti
CFO Company Secretary
PAN No. APOPB3245F Mem. No. A37545
New Delhi, the 29th day of May 2015 62
DIN:06632840
A F ENTERPRISES LIMITED
Tangible assets GROSS BLOCK DEPRECIATION NET BLOCK
For and on behalf of the Board of Directors of
A F Enterprises Limited
Navneet Mangal Charu Aggarwal
Director Director
1 Name of the assessee :
2 Address :
3 Permanent Account Number :
4 Status :
5 Previous year ended :
6 Assessment year :
CODE 0 8 0 9
S.No. Parameters
1 Paidup Share Capital
2 Share Application Money
3 Reserves and Surplus
4 Secured loans
5 Unsecured loans
6 Current liabilities and provisions
7 Total of Balance Sheet
8 Gross turnover
9 Gross profit
10 Commission received
11 Commission paid
12 Interest received
13 Interest paid
14 Depreciation as per books of account
15 Net Profit (or loss) before tax as per Profit
and Loss Account
16 Taxes on income paid/provided for in the
books
FOR V.N. PUROHIT & CO.
Firm Regn. No. 304040E
Chartered Accountants
Sd/- Sd/-
Sd/- Navneet Mangal Charu Aggarwal
O.P. Pareek Director Director
Partner DIN:06632840 DIN:06632839
Membership No. 014238
Sd/- Sd/-
Pankaj Bansal Varsha Bharti
CFO Company Secretary
PAN No. APOPB3245F Mem. No. A37545
New Delhi, the 29th day of May 2015 63
For and on behalf of the Board of
Directors of A F Enterprises Limited
152,612 142,172
- -
21,037 9,907
493,276 257,246
- -
- -
- -
57,069,318 57,339,802
105,665,148 52,868,484
2,616,233 2,674,374
- -
2,500,000 3,200,000
25,984,100 25,895,334
40,000,000 40,000,000
- -
(11,414,782) (11,755,532)
31.03.2015
2015-2016
PART B
Nature of business or profession in respect of every
business or profession carried on during the previous year
Current year Preceding Year
Limited Company
Annexure I
PART A
A F Enterprises Limited
241, R.G. Mall, Sector-9, Rohini, New
Delhi - 110085
AAACA0482D
Annexure - 2
Computers 60% 34,600.00 - - 34,600 20,760 13,840
34,600.00 - - 34,600 20,760 13,840
FOR V.N. PUROHIT & CO.
Firm Regn. No. 304040E Sd/- Sd/-
Chartered Accountants Navneet Mangal Charu Aggarwal
Director Director
DIN:06632840 DIN:06632839
Sd/-
O.P. Pareek
Partner Sd/- Sd/-
Membership No. 014238 Pankaj Bansal Varsha Bharti
CFO Company Secretary
Partner PAN No. APOPB3245F Mem. No. A37545
New Delhi, the 29th day of May 2015
63
TOTAL
A F ENTERPRISES LIMITED
DEPRECIATION CHART FOR THE YEAR ENDED 31.03.2015
PARTICULARS RATE OF
DEP.
GROSS
BLOCK AS
ON 01.04.2014
ADDITION
BEFORE 180
DAYS
ADDITION
AFTER 180
DAYS
GROSS
BLOCK AS
ON 31.03.2015
DEPRECIATI
ON
NET BLOCK AS
ON 31.03.2015
65
ATTENDANCE SLIP
(to be surrendered at the time of Entry to the Venue)
Shareholders attending the Meeting in person or by Proxy are requested to complete the attendance slip
and hand it over at the entrance of the meeting hall.
I hereby record my presence at the Annual General Meeting of A F Enterprises Limited.
Date: Wednesday, 30th September, 2015.
Time: 11:30 A.M.
Place: DSM334, DLF Towers, Shivaji Marg, New Delhi-110015
Signature of the Shareholder/
Proxy/Representative present
Regd. Folio
(If not dematerialised)
DP ID & Client
ID
(If dematerialised)
Name of the Shareholder
Number of Shares
NOTE: Shareholder/Proxy holder desiring to attend the meeting should bring his copy of the Annual
Report for reference at the meeting.
66
FORM NO. MGT-11
PROXY FORM
[PURSUANT TO SECTION 105(6) OF THE COMPANIES ACT, 2013 AND RULE 19(3) OF THE
COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014]
CIN: L65993DL1983PLC016354
Name of the company: A F ENTERPRISES LIMITED
Registered office: 241, 2ND FLOOR, RG MALL, OPPOSITE PLOT NO. 39, SEC-9, ROHINI, NEW
DELHI-110085.
Name of the member (s):
Registered address:
E-mail Id:
Folio No:
DP ID:
I/We, being the member (s) of ---------- shares of the above named company, hereby appoint
1. Name:
Address:
E-mail Id:
Signature:……………......, or failing him
2. Name:
Address:
E-mail Id:
Signature:……………., or failing him
3. Name:
Address:
E-mail Id:
Signature:…………….
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 32nd Annual
general meeting of the company, to be held on the 30th day of September 2015 at 11:30 a.m. at
DSM334, DLF Towers, Shivaji Marg, New Delhi-110015 and at any adjournment thereof in respect of
such resolutions as are indicated below:
Resolution No. 1
“RESOLVED THAT the Balance Sheet, Statement of Profit and Loss, notes on financial Statement of
the Company for the financial year ended on 31st March, 2015 together with Auditors Report
Attached therewith as placed before the Board be and are hereby approved ad adopted.
RESOLVED FURTHER THAT Directors of the Company be and are hereby severally authorised to
sign the Balance sheet, Statement of Profit and Loss, Annual Financial Statement on behalf of the
Board.
RESOLVED FURTHER THAT pursuant to Section 179(3) of Companies Act, 2013, Directors of the
Company be and is hereby severally authorised to do sign/digitally sign all such necessary e-forms
67
and returns as may be required under the Companies Act, 2013 and rules made there under and
amended time to time for giving effect to the aforesaid Resolution.”
“RESOLVED THAT the Board's Report for the Year ended on 31st March, 2015 as placed before the meeting of the board of Directors be and is hereby approved. RESOLVED FURTHER THAT pursuant to Section 179(3) of companies Act, 2013, ShDirectors of the company be and are hereby severally authorised to sign the Directors Report on behalf of the Board of Directors of the Company.”
Resolution No. 2
“RESOLVED THAT Smt. Charu Aggarwal (DIN- 06632839), Director of the Company, who retires by
rotation and being eligible has offered herself for re-appointment, be and is hereby appointed as
Director of the Company, liable to retire by rotation.”
Resolution No. 3
“RESOLVED THAT pursuant to the provisions of section 139 and other applicable provisions, if any,
of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, M/s V
N Purohit & Co., Chartered Accountants, be and are hereby re-appointed as Auditors of the
Company to hold office from the date of conclusion of this Annual General Meeting (AGM) till the
date of conclusion of the thirteenth AGM of the Company, at such remuneration as may be mutually
agreed between the Board of Directors of the Company and the Statutory Auditors.”
Resolution No. 4
“RESOLVED THAT pursuant to the provisions of Section 196 & 203 read with Schedule V and all
other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof, for the time being in force) and such other approvals /
consents as may be required, the consent of the members of the company be and is hereby accorded
to the appointment of Mr. Santosh Kumar , as Whole Director of the Company for a period of 5 years
with effect from 01/07/2015 to 30/06/2020 on the terms and conditions as specified in the
Explanatory Statement annexed to this Notice, with liberty and power to the Board of Directors
(hereinafter referred to as ‘the Board’), in the exercise of its discretion, to alter and vary from time to
time the terms and conditions of the said appointment and remuneration subject to the same not
exceeding the limits specified under Schedule V of the Companies Act, 2013.”
Resolution No. 5
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable
provisions of the Companies Act, 2013 (“the Act”) and the Rules made thereunder (including any
statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to
the Companies Act, 2013 and Listing Guidelines, Mr. Abhishek Singh (DIN No. 03603706, who was
appointed as an Additional Director of the Company by Board of Directors in the Board Meeting held
on 4th September 2015 in terms of Section 161 of the Companies Act, 2013 and being fit for
appointment as an Independent Director under the provisions of Companies Act, 2013 and is
consented to become Independent Director, be and is hereby appointed as an Independent Director of
68
the Company to hold office for a term of 5 consecutive years till respective Annual General Meeting
up to March 31, 2020.”
Resolution No. 6
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable
provisions of the Companies Act, 2013 (“the Act”) and the Rules made thereunder (including any
statutory modification(s) or re-enactment thereof for the time being in force) and Listing Guidelines,
Mr. Anil Kumar Jalan (DIN : 06715067),who was appointed as an Additional Director of the Company
by Board of Directors in the Board Meeting held on 4th September 2015 in terms of Section 161 of the
Companies Act, 2013 and being fit for appointment as an Director under the provisions of Companies
Act, 2013.”
Signed this…… day of……… 20….
Signature of shareholder
Signature of Proxy holder(s)
Note: This form of proxy in order to be effective should be duly completed and deposited at the
Registered Office of the Company, not less than 48 hours before the commencement of the
Meeting.
241, 2ND FLOOR, RG MALL, OPPOSITE PLOT NO. 39, SEC-9, ROHINI, NEW DELHI-110085
E-MAIL: [email protected] CIN NO.- L65993DL1983PLC016354, Tel No. – 011-45566913
Website: www.afenterprisesltd.com
a
Date: 10/09/2015 To The Bombay Stock Exchange PJ Towers Dalal Street, Fort, Mumbai-400001 Sub: Submission of Form A under clause 31(a) of the Listing Agreement Dear Sir, Please find enclosed herewith Form A to be required under clause 31(a) of the Listing Agreement.
FORM A You are requested to take the information into your record. Thanking You,
For A.F. Enterprises Limited Sd/-
Whole-Time Director Santosh Kumar DIN: 02994228 For A.F. Enterprises Limited For V.N. Purohit & Co. Firm Registration No.-304040E Sd/- Chartered Accountants Audit Committee Chairman Charu Aggarwal Sd/- O.P. Pareek Partner Membership No.-014238
1. Name of the Company A.F. Enterprises Limited
2. Annual financial statements for the year ended
31st March 2015
3. Type of Audit Observation Unqualified
4. Frequency of Observation Not Applicable
241, 2ND FLOOR, RG MALL, OPPOSITE PLOT NO. 39, SEC-9, ROHINI, NEW DELHI-110085
E-MAIL: [email protected] CIN NO.- L65993DL1983PLC016354, Tel No. – 011-45566913
Website: www.afenterprisesltd.com
