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Directors Report of A F Enterprises Ltd.

Mar 31, 2015

Dear Members,

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

Financial Highlights

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

(Rupees in Lakhs)

Particulars Year ended Year ended 31st 31st March March 2014 2015

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

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

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

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

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

Reserve & Surplus (11,414,782) (11,755,532)

State of Company's Affairs and Future Outlook

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

Change in nature of business, if any

There is no change in nature of Business of Company.

Dividend

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

Amounts Transferred to Reserves

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

Changes in Share Capital, if any

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

Extract of Annual Return

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

Number of Board Meetings

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

Particulars of Loan, Guarantees and Investments under Section 186

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

Particulars of Contracts or Arrangements with Related Parties

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

Explanation to Auditor's Remarks

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

Material Changes Affecting the Financial Position of the Company

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

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

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

a) Conservation of Energy:

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

b) Technology Absorption:

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

c) Foreign Exchange Earnings/ Outgo:

Earnings NIL

Outgo NIL

Details of Subsidiary, Joint Venture or Associates

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

Risk Management Policy

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

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

Details of Directors and Key Managerial Personnel

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

Name Designation Date of Appointment

Ms. Charu Aggarwal Director 08/01/2014

Mr. Rahul Yadav Additional Director 06/09/2013 (Independent)

Mr. Sanjay kumar Additional Director 31/03/2015 Gupta

Mr. Navneet Mangal Managing Director 13th August, 2014

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

Ms. Pooja Kushwaha Additional Director 30th June, 2015 (Independent)

Mr. Abhishek Singh Additional Director 4th September, 2015 (Independent)

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

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

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

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

Name Date of Resignation

Ms. Charu Aggarwal -

Mr. Rahul Yadav -

Mr. Sanjay kumar 30th June, 2015 Gupta

Mr. Navneet Mangal 30th June, 2015

Mr. Santosh Kumar -

Ms. Pooja Kushwaha 14th August 2015

Mr. Abhishek Singh -

Mr. Anil Kumar Jalan -

Mr. Pankaj Bansal -

Mr.Vikas Gupta 29th January 2015

Ms. Varsha Bharti 14th August 2015

Ms. Charu Sharma -

Details of directors retiring by rotation in the ensuing Annual General Meeting.

Name Designation Date of Appointment Date of Resignation

Ms.Charu Aggarwal Director 08/01/2014 -

Details of significant & material orders passed by the regulators or courts or tribunal

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

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

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

Deposits

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

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

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

Declaration by Independent Director

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

Secretarial Audit Report

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

Corporate Social Responsibility (CSR) Policy

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

Audit Committee

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

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

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

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

Nomination & Remuneration Committee

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

a) Smt. Charu Aggarwal, Director;

b) Shri. Sanjay Gupta, Independent Director; and

c) Shri. Rahul Yadav, Independent Director.

Disclosure on Establishment of a Vigil Mechanism

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

Corporate Governance

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

Managerial remuneration

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

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

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

Fraud Reporting (Required by Companies Amendment Bill, 2014)

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

Statutory Auditors

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

Cost Auditors

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

Directors Responsibility Statement

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

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

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

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

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

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

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

Acknowledgment

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

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

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

Date: 04/09/2015 Place: New Delhi




Mar 31, 2014

Dear Members,

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

Financial Highlights

Particulars Financial Year ended (in rupees)

31st March, 2014 31st March, 2013

Total Income 5,28,72,330 10,90,400

Total Expenditure 5,26,15,084 9,52,992

Profit/(Loss) before tax 2,57,246 1,37,408

Profit/(Loss) after tax 1,12,481 1,11,225

Paid-up Share Capital 4,00,00,000 24,00,000

Reserves and Surplus (1,17,55,532) (1,18,68,013)

Year in Retrospect

During the year under review total Income of the Company was Rs. 5.28 Cr as against Rs. 0.10 Cr in the previous year. The Company made a profit before tax of Rs. 0.02 Cr as against a profit after tax of Rs. 0.01 Cr in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material changes and commitments affecting the financial position of the Company after the close of financial year

Save as mentioned else where 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, 2014 till the date of this report except the following:

Dividend

In view of marginal profits made by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

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

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company has no Immediate plans for export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting Mr. Ankit Goyal who was appointed as additional director of the company on 22/07/2013 resigned from the directorship with effect from 06/09/2013, Mr. Navneet Mangal appointed as director of the Company with effect from 22/07/2013. Mr. Rakesh Vashisht ceased to be director w.e.f. 08/01/2014. Mrs. Charu Aggarwal appointed as director of the Company w.e.f. 08/01/2014.

Additional directors namely Mr. Rahul Yadav and Mr. Sanjay Kumar Gupta, hold office until the date of the ensuing Annual General Meeting. Their appointments as Directors of the Company are placed before the Members for consideration. The board recommends resolutions for adoption by the members.

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.

Auditors'' Report

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

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have 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, 2013 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The Equity Shares of the Company are listed at the Delhi Stock Exchange Limited and BSE Ltd (formerly Bombay Stock Exchange Ltd). The Company has already paid listing fees for the financial year 2014-15 to the DSE and BSE.

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.

Audit Committee

Pursuant to clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956. The Audit Committee has been constituted with three directors as its members namely, Mr Sanjay Kumar Gupta, Mr. Rahul Yadav and Mr. Navneet Mangal.

Acknowledgement

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

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

Sd/- Sd/- Date: 26th May, 2014 Navneet Mangal Charu Aggarwal Place: Delhi Director Director Din: 06632840 Din: 06632839


Mar 31, 2013

Dear Members

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March,2013.

Financial Highlights

Particulars Financial Year ended (in rupees) 31st March,2013 31st March,2012

Total Income 10,90,400 9,00,500

Total Expenditure 9,52,992 7,16,893

Profit/(Loss) before tax 1,37,408 1,83,607

Profit/(Loss) after tax 1,11,225 1,48,621

Paid-up Share Capital 24,00,000 24,00,000

Reserves and Surplus (1,18,68,013) (1,19,79,238)

Year in Retrospect

During the year under review total Income of the Company was RS. 10.90 lakhs as against Rs. 9.00 lakhs in the previous year. the Company made a profit after tax of Rs.1011 lakhs as against a profit after tax of Rs. 1.48 lakhs in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material changes and commitments affecting the financial position of the Company after the close of financial year

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, 2013 till the date if this report except the following.

Dividend

In view of marginal profits made by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchanges Earning and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no Export activity in the Company during the year under review. The company has no immediate plans for export in the near future as well.

c. Foreign Exchange Earning and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribe under section 217(2a) of the Companies Act, 1956, read with the Companies (particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting Mr. Kulbhushan Parashar appointed as additional directors of the company w.e.f. 20/03/2013 and Mr. paras Ram Goyle ceased to be director w.e.f 20/03/2013.Mr. Navneet mangal and Mr. Ankit Goyal appointed as additional directors of the Company with effect from 22/07/2013. Mr.Kulbbhushan Parashar and Mr. Avnish Kumar Srivastav resigned from the directorship w.e.f. 22/07/2013.

Additional director namely Mr. Navneet mangal, hold office until the Date of the ensuring Annual General Meeting. His appointment as ordinary Director of the Company is placed before the Members for consideration. The Board recommends resolutions for adoption by the members.

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 reappointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary compliance certificate from M/s Lalit Chawla & Associates Secretaries, Delhi. The Compliance Certificate is annexed herewith and forms part of this report. Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the Provisions of section 217(2AA) of the Companies Act,1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors conform that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable 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, 2013 and of the profit of the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d. the Directors have prepared the Annual Accounts on going concern basis.

Stock Exchange Listing

The Equity Shares of the Company are listed at Delhi Stock Exchange Ltd(DSE). The Company has already paid listing fees for the financial year 2013-14 to the Delhi Stock Exchange Ltd.

Corporate Governance

Presently, Clause 49 of the Listing Agreement relating to the Corporate Governance is not applicable to the Company. However, the Company observes good corporate practices to enhance the stakeholders'' value.

Acknowledgement

For and on Behalf of the Board

For A F Enterprises Ltd

Chairman

Date:05th September,2013

Place: Delhi


Mar 31, 2012

The Directors have in pleasure presenting their Annual Report along with the Audited Statements of Account for the year ended 31st March. 2012.

FINANCIAL RESULTS:

The financial results [or die year''s operations and the comparative figures of the previous year are summarised below:

Particulars 31st March 2012 31st March,201l (Amount in (Amount in Rupees} Rupees)

Total Income 9,00,500 1,00,000

Total Expenditure 7,16,893 2,126,474

Profit/(loss) before tax 1,83,607 (2,026,474)

Less/Add: Provision for tax/ Earlier year tax 34,986 NIL Provisions

Profit/(loss) after tax 1,48,621 (2,026,474)

Profit (loss) brought forward from previous year (1,21,27,859) (1,01,01,385)

Amount transferred to general reserve NIL NIL

Profit/(loss) carried over to next year (1,19,79,238) (1,21,27,859)

DIVIDEND:

In view of the financial results of the Company, Directors are unable to recommend any dividend for I the year under review.

OPERATIONS:

Due to adverse market conditions and bleak prospects. the Company is unable to operate more resourcefully,

The Company is now taking into consideration some other business prospects which can give it steady returns in the lone run.

DIRECTORS:

During the year tinder review. Mr. Avnish Kumar Srivastava. Director of the Company retires by rotation and being eligible, offer himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act. 1956; with respect to Directors'' Responsibility Statement, the Board of Directors hereby state and confirm:

(i) That in the preparation of the accounts for the financial year ended 315l March, 2012. the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Thai the Directors have selected such accounting policies. and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of. affairs of the Company at the end of the financial year and of the profit or loss of the Company: for the year tinder review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the accounts for the financial year ended 31st March. 2012 on a ''going" concern'' basis.

AUDIT COMMITTEE:

The paid up capital of the Company is Rs.24, 00,000 only. Therefore Company does not fall into the provision of Section 292A; hence no Audit Committee is required to be constituted.

CORPORATE GOVERNANCE:

The Company continues to function in a transparent manner with the basic philosophy to create wealth, besides taking care of the interests of all stakeholders including "Shareholders. Banks. Financial Institutions. Customers. Employees and the Society at large. Your Company gives due emphasis on the adaptability to such procedures so as to ensure transparency. accountability & integrity in all respect.

The paid up share capital of the Company is less than 3 Crores and net worth is less than 25 Crores therefore Company does not fail in the provision of Clause 49 of the Listing Agreement, Hence no 1''eporl on Corporate Governance is annexed along with the Director''s Report.

COMPLIANCE. CERTIFICATE:

Pursuant to Section 383A of the Companies Act. 1956 the Company has obtained, a Compliance Certificate from Trilok Chand Garg. Practicing Company Secretary, in the prescribed form regarding compliance by the Company, The Copy of the same has been '' attached with this report.

AUDITORS:

Your Company''s auditor M/S Umesh Chand & Company. Chartered Accountant, retires at the conclusion of the forthcoming Animal General Meeting of the Company and being eligible offer themselves tor re-appointment. Your directors recommend their re- appointment and lo fix their remuneration. The Company has received confirmation from the above Auditors to the effect that their appointment, if made, would be within the limits under .Section 224(113) of the Companies Act. 1956.

AUDIT REPORT:

The observations of the Auditors Report read with the notes on accounts are sell explanatory.

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company do not involve in any manufacturing or processing activities and is not included in the list of specified industries so the particulars as per the Companies (Disclosure of Particulars in the Report of Board of Directors] Rules. 1988 regarding conservation of energy and technology absorption are not applicable. The foreign exchange earnings and outgo during the year is NIL.

PARTICULARS OF EMPLOYEES:

No employee is in receipt of remuneration exceeding the limits laid down under Section 217(2A) of the Companies Act. 1956.

INDUSTRIAL RELATIONS:

The Industrial Relations have continued to be stable and harmonious during the course of the year. The Company has made sustained efforts to improve manpower productivity and employer-employee relations.

ACKNOWLEDGEMENTS:

The Directors wish to place on record their sincere thanks to the employees at all level for their contributions made during the year, Moreover they wish to place on record their deep appreciation of the enthusiasm, initiative and hard work put in by the employees of the Company,

BY ORDER OF THE BOARD

FOR A F ENTERPRISES LIMITED

Place: Delhi (RAKESH VASH1ST)

Dated: 30.08.2012 (DIN-005I6784)

CHAIRMAN


Mar 31, 2011

The Directors have pleasure in presenting their Annual Report Along with the Audited Statements of Account for the year ended 31st March, 2011.

FINANCIAL RESULTS:

The financial results for the year''s operations and the comparative figures of the previous year are summarised below:

(Amount in Rupees)

PARTICULARS 2010-2011 2009-2010

Other Income 1,00,000 NIL

Profit(Loss) before Depreciation (20,26,474) (1,19,910)

Depreciation NIL NIL

Profit/(loss) before Extra-ordinary items (20,26,474) (1,19,910)

Extra-ordinary Items

Loss on impairment & disposal of assets NIl NIL

Net Profit(Loss) for the year before tax (20,26,474) (1,19,910)

Provision for taxation

Fringe Benefit Tax/Income Tax NIL NIL

Net Profit/(Loss) after tax (20,26,474) (1,19,910)

profit/(Loss) Brought Forward (1,01,01,385) (99,81,475)

Net Profit/(Loss) Carried to Balance Sheet (1,21,27,859) (1,01,01,385)

Profit/(Loss)available for Appropriation NIL NIL

APPROPRIATIONS

Dividend NIL NIL

Transfer to General Reserve NIL NIL

Balance Carried to Balance Sheet (1,21,27,859) (1,01,01,385)

DIVIDEND:

In view of the financial results of the Company, Directors are unable to recommend any dividend. for the year under review,

OPERATIONS;

Due to adverse market conditions and bleak prospects, the Company is unable to operate more resourcefully,

The Company is. now taking into consideration some other business prospects which can give it steady returns in the. long run.

DIRECTORS:

During the year under review, Mr. Rakesh Vashist, Director of the Company retires by rotation and being eligible /offer himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, the Board of Directors hereby state and confirm:

(i) That in the preparation of the accounts for the. financial year ended 31st March, 2011, the-applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and. fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 19.56 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(iv) That-the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a ''going'' concern'' basis.

AUDIT COMMITTEE:

The paid up capital of the Company is Rs.24,00,000 only. Therefore Company does not tall into the provision of. Section 292A; hence no Audit Committee is required to be constituted.

CORPORATE GOVERNANCE:

The Company continues to function in a transparent manner with the basic philosophy to create wealth, besides taking care of the interests of all stakeholders including Shareholders, Banks, Financial Institutions, Customers, Employees and the Society at large. Your Company gives due emphasis on the adaptability to such procedures so as to ensure transparency, accountability & integrity in all respect.

The paid up share capital of the Company is less than 3 Crores and net worth is less than 25 Crores therefore Company does not fall in the provision of Clause 49 of the Listing Agreement . Hence no report on Corporate Governance is annexed along with the Director''s Report.

COMPLIANCE CERTIFICATE:

Pursuant to Section 383A of the Companies Act, 1956 the Company has obtained a Compliance Certificate from Beena R. Shah, Practicing Company Secretary, in the prescribed form regarding compliance by the Company. The Copy of the same has been attached with this report.

AUDITORS:

Your Company''s auditor M/S Umesh Chand & Company, Chartered Accountant, retires at the conclusion of the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. Your directors recommend their re- appointment and to fix their remuneration. The Company has received confirmation from, the above Auditors to the effect that their appointment, if made, would be within the limits under Section 224(IB) of the Companies Act, 1956.

AUDIT REPORT:

The observations to the Auditors Report read with the notes on accounts are self explanatory except Point 10 of annexure to Auditors report, Note No. 1(a) & 1(b) of Part B of Schedule 6 of the Notes to the Accounts as the Management perceives that:

Reply to Point 10 of Annexure to Auditors Report:

The Company has started new business but the same is just start and might do better in ten-day to come and written off the huge amount of investment due to strike off of various Companies hence it incurred a cash loss and last year brought forward accumulated losses convert the current cash loss into huge accumulated losses.

Reply to Notes to the Accounts 1 (a)

The Company did not create any provision for investments as the respective companies are strike off and investments of the same have been written off except one The management perceives that the value of existing investments of the Company will increase in near future hence the situation of fall in investments will not arise in days to come therefore the company has not created any provision for the same.

Reply to Notes to the Accounts (b)

The company did not create any provision for the interest on unsecured loans as management discussing with the lenders about the waiver of the same therefore as this point of time management feels no provision should be made.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company, do not involve in any manufacturing or processing activities and is not included in the" list of specified industries so the particulars as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable. The foreign exchange earnings- and outgo during the year is NIL.

PARTICULARS OF EMPLOYEES:

No employee is in receipt of remuneration exceeding the limits laid down under Section 217(2A) of the Companies Act, 1956.

INDUSTRIAL RELATIONS:

The Industrial Relations have continued to be stable and harmonious during the course of the year. The Company has made sustained efforts to improve manpower productivity -and employer-employee relations.

ACKNOWLEDGEMENTS:

The Directors wish to place on record-their sincere thanks to the employees at all level for their contributions made during the year. Moreover they wish to place on record their deep appreciation of the enthusiasm, initiative and hard work put in by the employees of the Company.

BY ORDER OF THE BOARD

FOR A.F. ENTERPRISES LIMITED



Place: New Delhi (RAKESH VASHIST)

Dated: 16.07.2011 (DIN-00516784)

CHAIRMAN

 
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