A F ENTERPRISES LIMITED - Bombay Stock Exchange...Companies (Management and Administration) Amendment Rules, 2016 and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company

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A F ENTERPRISES LIMITED

CIN: L65993DL1983PLC016354

33rd

ANNUAL REPORT

2015-16


S. No.

CONTENTS

Particulars

Page No.

1. 1. Corporate Information 3-5

2. Notice of Annual General Meeting 6-19

3. Boards’ Report 20-47

4. Management Discussion and analysis Report 48-49

5. Corporate Governance Report

50-66

6. Code of Conduct & CFO Certification 67

7. Corporate Governance Compliance Certificate 68

8. Declaration of Compliance with Code of Conduct 69

9. Auditor’s Report on Financial Statement 70-76

10. Balance Sheet 77

11. Profit & Loss Account 78

12. Cash Flow Statement 79

13. Notes to the Accounts 80-86

14. Attendance Sheet & Proxy Form 87-88

15. Road Map 89

Schedule of Annual General Meeting

33rd Annual General Meeting

DATE 27th September 2016

DAY Tuesday

TIME 09.30 A.M.

PLACE Navkar Tirth Atisey Kestra, Village Neewal, Near Mahaviday Kestra, Ghevra More, Rohtak, DelDe Road, Delhi BOOK CLOSURE DATE 21st September 2016 - 27th September 2016 (both days inclusive)


CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr. Santosh Kumar Mr. Abhishek Singh Mrs. Charu Aggarwal

(Whole Time Director) (Independent Director) (Director)

Mrs. Shweta Gupta Mr. Deepak Kumar Mr. Gaurav Kumar Pandey

(Additional Director) (Additional Director) (Additional Director)

Mr. Parveen Kumar

(Additional Director)

COMPANY SECRETARY CHIEF FINANCIAL OFFICER

Ms. Mamta Surkali Mr. Neeraj Kumar Singh

STATUTORY AUDITOR SECRETARIAL AUDITOR

M/s V.N. Purohit & Co. M/s Vikas Verma & Associates

(Chartered Accountants) (Practicing Company Secretary)

INTERNAL AUDITOR LISTED AT

M/s Kumar Aggarwal & Company BSE LIMITED (Scrip Code: 538351)

(Chartered Accountants)

REGISTERED OFFICE

DSM- 334, 3rd Floor, DLF Tower, Shivaji Marg, Delhi- 110015. REGISTRAR AND SHARE TRANSFER AGENT

M/s Skyline Financial Services Private Limited

D-153A, First Floor, Okhla Industrial Area, Phase-I, New Delhi – 110020.

Dear Share holder we request you to please update your e-mail id and bank details along with full name, folio no. address, contact no. and specimen signature, in our record with our Registrar and Share transfer Agent by post at the address- Skyline Financial Service Pvt. Ltd., D-153 A, Okhla industrial Are Phase-I, New Delhi-110020 or by email at [email protected]. Kindly quote your folio no. in all correspondence.


COMMITTEES OF BOARD OF DIRECTORS

AUDIT COMMITTEE

Mrs. Charu Aggarwal Chairman & Member (Director)

Mr. Deepak Kumar Member (Independent Director) Mr. Abhishek Singh Member (Independent Director)

Ms. Mamta Surkali Secretary (Company Secretary)

NOMINATION AND REMUNERATION COMMITTEE

Mr. AbhishekSingh Chairman & Member (Independent Director)

Mr. Deepak Kumar Member (Independent Director) Mr. Gaurav Kumar Pandey Member

(Independent Director)

STAKEHOLDERS RELATIONSHIP COMMITTEE

Mr. Abhishek Singh Chairman & Member (Independent Director)

Mr. Deepak Kumar Member (Independent Director)

Mrs. Charu Aggarwal Member (Director)

Important Communication to Members

The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the companies and has incurred circulars stating that service of Notice / documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far as requested to register their e-mail addresses, with the Registrar & Share Transfer Agent of the Company.


Date: 02nd September 2016

Dear Member,

You are cordially invited to attend the 33rd Annual General Meeting of the members of AF Enterprises Limited (‘the Company’) to be held on Friday, 27th

September, 2016 at 09:30 A.M. at Navkar Tirth Atisey Kestra, Village Neewal, Near Mahaviday Kestra, Ghevra More, Rohtak Road, Delhi.

The notice of the meeting, containing the business to be transacted, is enclosed herewith. As per section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2015, as amended by the Companies (Management and Administration) Amendment Rules, 2016 and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company is pleased to provide its members the facility to cast their vote by electronic means on all resolutions set forth in the Notice. The instructions for e-voting are enclosed. Thanking You, Sd/- Mamta Surkali (Company Secretary)


NOTICE OF 33rd ANNUAL GENERAL MEETING

NOTICE is hereby given that Thirty third Annual General Meeting (33rd AGM) of the

members of A F Enterprises Limited will be held on Tuesday, 27th Day of September,

2016 at 09.30 A.M. at Navkar Tirth Atisey, Village Neewal, Near Mahaviday Kestra,

Ghevra More, Rohtak Road, Delhi, to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Balance Sheet as at 31st March, 2016 and the

Profit and Loss Account for the year ended as on that date together with the

report of Directors and Auditors 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. Ratification of Appointment of Statutory Auditor

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 139 and all other

applicable provisions, if any, of the Companies Act, 2013 and the Companies

(Audit and Auditors) Rules, 2014, as amended from time to time, the Company

hereby ratifies the appointment of M/s V N Purohit & CO., Chartered

Accountants having Firm Registration No. 304040E, as Statutory Auditors of the

Company to hold office from the conclusion of this Annual General Meeting

(AGM) till the conclusion of the next Annual General Meeting of the Company to

be held in the year 2017 to examine and audit the accounts of the Company at


such remuneration as may be mutually agreed between the Board of Directors of

the Company and the Auditors.”

Special Business:

4. TO CONSIDER THE APPOINTMENT OF MR. GAURAV KUMAR PANDEY

AS AN INDEPENDENT DIRECTOR OF THE COMPANY:

To consider and, if thought fit, to pass, with or without modification(s), the


“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. Gaurav Kumar Pandey (DIN No.07530385),

who was appointed as an Additional Director of the Company by Board of

Directors in the Board Meeting held on 30th May, 2016 in terms of Section 161 of

the Companies Act, 2013 who holds office till the conclusion of this AGM in

terms of Section 161 of the Companies Act, 2013 be and is hereby appointed as an

Independent Director of the Company, not liable to retire by rotation, to hold

office for a term of 5 (five) consecutive years up to the conclusion of the Annual

General Meeting of the Company to be held in 2021.”

5. TO CONSIDER THE APPOINTMENT OF MR. DEEPAK KUMAR AS AN

INDEPENDENT DIRECTOR OF THE COMPANY:



“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. Deepak Kumar (DIN No.07488211), who was

appointed as an Additional Director of the Company by Board of Directors in the

Board Meeting held on 30thMay, 2016 who holds office till the conclusion of this


AGM in terms of Section 161 of the Companies Act, 2013 be and is hereby

appointed as an Independent Director of the Company, not liable to retire by

rotation, to hold office for a term of 5 (five) consecutive years up to the

conclusion of the Annual General Meeting of the Company to be held in 2021.”

6. TO CONSIDER THE APPOINTMENT OF MR. PARVEEN KUMAR AS A

DIRECTOR OF THE COMPANY:



“RESOLVED THAT pursuant to the provisions of Sections 152, 161 and all other

applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the

Rules framed thereunder (including any statutory modification(s) or re-

enactment thereof, for the time being in force), and the applicable regulations of

the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (including any modification(s) or re-enactment

for the time being in force), Mr. Parveen Kumar (DIN: 07488246), who was

appointed as an Additional Director of the Company with effect from May 30,

2016, and who holds office only upto the date of this Annual General Meeting

and in respect of whom the Company has received a notice in writing under

Section 160 of the Act proposing his candidature for the office of Director of the

Company, be and is hereby appointed as a Director of the Company, liable to

retirement by rotation.”

7. TO CONSIDER THE APPOINTMENT OF MRS. SHWETA GUPTA AS

DIRECTOR OF THE COMPANY:



“RESOLVED THAT pursuant to the provisions of Sections 152, 161 and all other

applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the

Rules framed thereunder (including any statutory modification(s) or re-

enactment thereof, for the time being in force), and the applicable regulations of

the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (including any modification(s) or re-enactment

for the time being in force), Mrs. Shweta Gupta (DIN: 07452923), who was


appointed as an Additional Director of the Company with effect from May 30,

2016, and who holds office only upto the date of this Annual General Meeting

and in respect of whom the Company has received a notice in writing under

Section 160 of the Act proposing his candidature for the office of Director of the

Company, be and is hereby appointed as a Director of the Company, liable to

retirement by rotation.”

By the order of the Board of

A F Enterprises Limited

Sd/- Date: 2nd September, 2016 Mamta Surkali

Place : New Delhi (Company Secretary)


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, 21st September, 2016 to Tuesday,

27th September, 2016 (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.

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, and Regulation 44 of

SEBI(LODR), 2015 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 Mrs. Renu Kathuria, 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 within three days of the 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 2nd

September, 2016.

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

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 “EVSN” 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.

https://www.evoting.nsdl.com/


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 signatories 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., Friday, 23rd September, 2016 and

ends on 5.00 p.m., Monday, 26th September, 2016. During the period shareholders

of the company, holding shares either in physical form or in dematerialized form

as on the cutoff date of 20th September, 2016, may cast their vote electronically.

The e-voting module shall also be disabled by NSDL for 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, 20th September, 2016.

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 cutoff date of 20th

September,2016 and not casting their vote electronically, may only cast their vote

at the general meeting.

mailto:[email protected]

http://www.evoting.nsdl.com/


Explanatory Statement pursuant to section 102(1) of the Companies Act, 2013

ITEM 4:

It is proposed to appoint Mr. Gaurav Kumar Pandey as an Independent Directors under

Section 149 of the Companies Act, 2013 to hold office for 5 (five) consecutive years for a

term up to up to 27th September, 2021. Mr. Guarav Kumar Pandey is not disqualified

from being appointed as Directors in terms of Section 164 of the Companies Act, 2013

and have given their consent to act as Director.

The Company has received notice in writing from members along with the deposit of

requisite amount under Section 160 of the Companies Act, 2013 proposing the

candidatures of Mr. Gaurav Kumar Pandey for the office of Director of the Company.

The Company has also received declarations from Mr. Gaurav Kumar Pandey that he

meet with the criteria of independence as prescribed both under sub-Section (6) of

Section 149 of the Companies Act, 2013.

In the opinion of the Board, Mr. Gaurav Kumar Pandey fulfill the conditions for

appointment as Independent Director as specified in the Act. Mr. Gaurav Kumar

Pandey is independent of the management.

Copy of the draft letter for appointment of Mr. Gaurav Kumar Pandey as Independent

Director setting out the terms and conditions are available for inspection by members at

the Registered Office of the Company.

No Director, Key Managerial Personnel or their relatives except Mr. Gaurav Kumar

Pandey, to whom the resolution relates, are interested or concerned in the resolution.

The Board recommends the resolution for the approval of the members

ITEM 5:

It is proposed to appoint Mr. Deepak Kumar as an Independent Directors under Section

149 of the Companies Act, 2013 to hold office for 5 (five) consecutive years for a term up

to up to 27th September, 2021. Mr. Deepak Kumar is not disqualified from being

appointed as Directors in terms of Section 164 of the Companies Act, 2013 and have

given their consent to act as Director.




candidatures of Mr. Deepak Kumar for the office of Director of the Company.

The Company has also received declarations from Mr. Deepak Kumar that he meet with

the criteria of independence as prescribed both under sub-Section (6) of Section 149 of

the Companies Act, 2013.

In the opinion of the Board, Mr. Deepak Kumar fulfill the conditions for appointment as

Independent Director as specified in the Act. Mr. Deepak Kumar is independent of the

management.

Copy of the draft letter for appointment of Mr. Deepak Kumar as Independent Director

setting out the terms and conditions are available for inspection by members at the

Registered Office of the Company.

No Director, Key Managerial Personnel or their relatives except Mr. Deepak Kumar, to

whom the resolution relates, are interested or concerned in the resolution.


ITEM 6:

It is proposed to appoint Mr. Parveen Kumar as a director under applicable section of

the Companies Act, 2013. Mr. Parveen Kumar is not disqualified from being appointed

as Directors in terms of Section 164 of the Companies Act, 2013 and have given their

consent to act as Director.



candidatures of Mr. Parveen Kumar for the office of Director of the Company.

In the opinion of the Board, Mr. Parveen Kumar fulfill the conditions for appointment

as Director as specified in the Act.

No Director, Key Managerial Personnel or their relatives except Mr. Parveen Kumar, to




ITEM 7:

It is proposed to appoint Mrs. Shweta Gupta as a director under applicable section of

the Companies Act, 2013. Mrs. Shweta Gupta is not disqualified from being appointed

as Directors in terms of Section 164 of the Companies Act, 2013 and have given their

consent to act as Director.



candidatures of Mrs. Shweta Gupta for the office of Director of the Company.

In the opinion of the Board, Mrs. Shweta Gupta fulfill the conditions for appointment as

Director as specified in the Act.

No Director, Key Managerial Personnel or their relatives except Mrs. Shweta Gupta, to




Pursuant to Regulation 36 of the SEBI (Listing Obligation and Disclosure

Requirement) Regulations, 2015, the brief profile of Directors eligible for

appointments or re-appointment vide item no. 2, 4, 5, 6and 7 is as follows:

Name Mr. Gaurav Kumar

Pandey

Mr. Deepak Kumar

Date of Birth 03/04/1987 14/04/1991

Directors Identification

Number (DIN)

07530385

07488211

Age 29 years 25

Qualification Post-Graduate Graduate

Expertise in Specific Area Business Business

Date of first Appointment on

board of the Company

30/05/2016 30/05/2016

Shareholding in : A F

ENTERPRISES LIMITED

NIL NIL

List of Directorship held in

other companies

- 6

Membership/Chairmanships

of Audit and stakeholders

relationship committees

- -


Name Mr. Parveen Kumar Mrs. Shweta Gupta

Date of Birth 07/07/1991 16/07/1987

Directors Identification

Number (DIN)

07488246

07452923

Age 25 29

Qualification Graduate Post- Graduate

Expertise in Specific Area Business Business

Date of first Appointment on

board of the Company

30/05/2016 30/05/2016

Shareholding in : A F

ENTERPRISES LIMITED

NIL NIL

List of Directorship held in

other companies 5 1

Membership/Chairmanships

of Audit and stakeholders

relationship committees

- -


Date: 2nd September, 2016

Place: New Delhi

For and on Behalf of the Board

For A F Enterprises Limited

Sd/-

Mamta Surkali

(Company Secretary)

Name Mrs. Charu Aggarwal

Date of Birth 03/11/1989

Directors Identification Number (DIN) 06632839

Age 27

Qualification Post- Graduate

Expertise in Specific Area Business

Date of first Appointment on board of

the Company

30/05/2016

Shareholding in : A F ENTERPRISES

LIMITED

NIL

List of Directorship held in other

companies

1

Membership/Chairmanships of Audit

and stakeholders relationship

committees

-


DIRECTOR’S REPORT

THE MEMBERS,

Your Directors have pleasure in presenting the Thirty- third Annual Report of A F

Enterprises Limited along with audited financial statements for the financial year (FY)

ended on March 31st, 2016.

HIGHLIGHTS OF PERFORMANCE

Income for the year increased from Rs. 105, 668, 811 in 2015 to Rs. 182, 429, 889 in 2016.

Profit before tax increased from Rs. 4, 93, 613 in the previous year 2015 to Rs. 5, 08, 567

in the current year 2016. However Net Profit was Rs. 3, 40,750 in the previous year 2015

increased to Rs. 3, 49,980 in the current year 2016.

1. Financial Results The financial performance of A F Enterprises Limited for the financial year ended March

31, 2016 is summarised below:

Particulars

Current Year

31st March 2016

(in Rupees)

Previous Year

31st March 2015

(in Rupees)

Total Income 182,429,889 105,668,811

Total Expenditure 181,921,322 105,175,535

Profit/(Loss) before tax 5,08,567 4,93,276

Profit/(Loss) after tax 3,49,980 3,40,750

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

Reserve & Surplus (11,064,802) (11,414,782)

2. Future Prospects The company is making efforts continuously to improve its business operations. In view

of the above, prospectus of the Company appears bright in near future.


3. Transfer to Reserves The Company has not transferred any amount to the General Reserve out of amount

available for appropriations.

4. Dividend In view of the inadequate profits, the Directors express their inability to recommend any

dividend for the year under review.

5. Deposits The company has not accepted any public deposits during F.Y. 2015-16 from the members or the general public. There are no small depositors in the company.

6. Change in the Nature of Business The Company has not undergone any changes in the nature of the business during the financial year. However, Company had move into the business of Readymade garments.

7. Subsidiary Company. The Company has no Subsidiary Company.

8. Internal Process & Financial Control

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Company’s internal controls are tested for adequacy and effectiveness by the Internal Auditor and Statutory Auditors on a regular basis.

9. Listing Fees

The Annual Listing Fee for the year 2015-16 had been paid to those Stock Exchanges where the company’s shares are listed.

10. Corporate Social Responsibility (CSR)

Provision related CSR under Section 135 of the Companies Act, 2013 are not applicable to the Company.

11. Vigil Mechanism/ Whistle Blower Policy

The Company has a vigil mechanism by way of internal reviews. The Company also has a “Whistle Blower Policy”, the copy of which is available on the website of the Company, namely http://www.afenterprisesltd.com

http://www.afenterprisesltd.com/


12. Prevention Of Sexual Harassment At Work Places

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

Further, the Company’s Audit Committees look into the matter for its office of the

Company in compliance with the above mentioned Act and Rules. For the financial year 2015-16, no case of sexual harassment was pending at the beginning, no case was received during the year nor did any case remain pending at the close of the year.

13. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and

Outgo.

Information pursuant to section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given below:

A. Conservation Of Energy:

The Company has taken measures in consultation with the technical experts to

conserve use of power by

i. More Emphasis on elimination of waste.

ii. Improved efficiency of own generator by usage of diesel generator only

for emergencies and as stand by.

iii. Preventive maintenance of various equipments for efficient utilization of

energy.

B. Technology Absorption:

Disclosure of particulars with respect to technology absorption:-

Research & Development

i. Specific Areas In Which R&D Carried out by the Company

a. Quality Up- gradation.

b. Productivity enhancement.

c. Quality Control Management.

ii. Benefits Derived as Result of the above R&D: Increase in production.

iii. Future plan of action: Cost efficiency in manufacturing operations through

better methods and techniques of production.

iv. Expenditure in R & D: Specific expenditure of recurring or capital nature

in not involved.


C. Foreign Exchange Earning And Outgo :

Earnings NIL

Outgo NIL

14. Management Discussion Analysis Report (MDAR):

The Management Discussion and Analysis Report for the year under review as stipulated

under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, is presented in a separate section which forms part of the Annual

Report.

15. Extract Of Annual Return

The extract of the Annual Return as provided under Section 92(3) of the Companies Act,

2013 in the prescribed Form MGT - 9 is annexed herewith as Annexure- II.

16. Particulars of Employees

The particulars of employees are given in Annexure-IV to this Report as required under

Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.


17. 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 8th January, 2014 -

Mr. Rahul Yadav Independent Director 30th September, 2015 30th May, 2016

Mr. Sanjay kumar Gupta Independent Director 31st March, 2015 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 Independent Director 4th September, 2015 -

Mr. Anil Kumar Jalan Director 4th September, 2015 27th February, 2016

Mr. Pankaj Bansal CFO 13th August, 2014 30th May, 2016

Mr. Ravi Sharma Director 27th February, 2016 30th May, 2016

Mr. Ravi Jabbar Sharma Independent Director 27th February, 2016 30th May, 2016

Mr. Parveen Kumar Additional Director 30th May, 2016 -

Mr. Deepak Kumar Additional Director 30th May, 2016 -

Mr. Gaurav Kumar

Pandey

Additional Director 30th May, 2016 -

Mrs. Shweta Gupta Additional Director 30th May, 2016 -

Mr. Neeraj Kumar Singh CFO 30th May, 2016 -

Ms. Varsha Bharti Company Secretary &

KMP

26th February, 2015 14th August 2015

Ms. Charu Sharma Company Secretary &

KMP

14th August, 2015 13th April, 2016

Ms. Mamta Surkali Company Secretary &

KMP

30th May, 2016 -

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

Name Designation Date of Appointment Date of Resignation

Mrs. Charu Aggarwal Director 08/01/2014 -


18. Declaration Given by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of annual financial statements, the applicable accounting

standards have been followed along with proper explanation relating to material departures, if any;

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 at the end of the financial year 2015-16 and of the profit of the company for that period;

c) the directors have 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 have prepared the annual accounts on a going concern basis;

e) the directors had laid down proper internal financial controls and such internal

financial controls are adequate and were operating effectively;

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. Board Evaluation

The Board has carried out an annual performance evaluation of its own performance and

that of its Committees and individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21. Independent Directors Meeting

During the year under review, the Independent Directors met on 29th May, 2015, inter

alia, to:

a) Review the performance of Non Independent Directors, and the Board of Directors as a whole;


b) Review the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

c) Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

d) All the Independent Directors were present at this meeting.

The Independent director authorized the Company Secretary of the Company to

Act as Secretary to the Committee and to do all such deed and acts necessary for

the calling, conducting of meeting, preparation of minutes and other formalities

in consultancy with the chairman of the Committee.

The details of Familiarization Programme of the Independent Directors have

been uploaded on the website of the Company which can be found at

www.afenterprisesltd.com

The observations made by the Independent Directors have been adopted and put

into force.

22. Appointment and Remuneration Policy for Directors, Key Managerial Personnel and Other Employees

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and Key Managerial Personnel (“KMP”) and their remuneration. This Policy is described in the Corporate Governance Report.

23. Meetings of the Board

During the year Eight (8) Meeting of the Board and Six (6) Meeting of the Audit Committee were held details of which are given in the Corporate Governance Report. The gap between the meetings was within the period prescribed under the Companies Act, 2013 / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All other Committees also have met during the year and have helped the Board to provide direction to the management.

24. COMMITTEES OF THE BOARD

Audit Committee

The Company has an Audit Committee comprising of 3 members. As on 31st March,

2016. The Chairman of the Committee is Ms. Charu Aggarwal with Mr. Rahul Yadav

and Mr. Abhishek Singh as its members all the Director members are financially literate

and having accounting and related administrative and Financial Management Expertise.



Stakeholders Relationship Committee

The Committee comprises of 3 members. As on 31st March, 2016, The Chairman of the

Committee is Mr. Ravi Jabbar Sharma with Mr. Rahul Yadav and Mr. Abhishek Singh as

its members. During the year under review the Stakeholders Relationship Committee

met 4 times on 29th May 2015, 04th September 2015, 06th November 2015 and 27th

February 2016.

Nomination and Remuneration Committee

The Chairman of the Committee is Mr. Rahul Yadav with Ms. Charu Aggarwal and Mr.

Abhishek Singh as its member. Five Meetings of the Nomination and Remuneration

Committee were held during the year on 29th June 2015, 04th September 2015, 30th

September 2015, 26th December 2015 and 27th February 2016 and their attendances are:

25. Corporate Governance report

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance, together with a certificate from the Company’s Statutory Auditors confirming compliance forms part of this Report.

26. Auditors

A. Statutory Auditors M/s V N Purohit & Co., Chartered Accountants, (Registration Number : 304040E) who are Statutory Auditors of the Company were appointed until the conclusion of 34th Annual General Meeting subject to ratification by the Members at every Annual General meeting. The Board recommend the members for re-appointment of the Statutory Auditor for conducting audit of financial statements of the Company for financial year 2016-17. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s V N Purohit & Co., Chartered Accountants that their appointment, if made, would be in conformity with the limits specified in the said Section.

Explanation to Auditor’s Remarks

The Auditor's Report to the members does not contain any qualification or adverse remarks on the financial reporting and disclosure of the Company. The Notes to Accounts forming part of the financial statements are self-explanatory and need no further explanation.


A. Secretarial Audit Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Vikas Verma & Associates, company Secretaries in practice to undertake the Secretarial Audit of the Company for the Financial Year 2015-16. The Secretarial Audit report is annexed herewith as Annexure-I. Explanation to Auditor’s Remarks The Secretarial Auditors Report (MR-3) contains some qualification and adverse remark in F.Y. 2015-16, following are the explanations for the same:

(i) As the Company was not complied with the provision of Section 110 of Companies Act, 2013 read with rule (22) sub-rule (16) of Companies (Management and Administration) Rules, 2014 in the matter of Change of Main Object of the Company, Company is under the process of Compounding of offence for make the default good.

(ii) As the Company does not entered into any related party transactions in 2014-15, so no AOC-2 was attached therein.

(iii) In accordance to Section 102 of CA, 2013, Explanatory Statement which was

attached with the Notice of General Meeting had all the relevant information

which were necessary for the appointment or re-appointment of Directors.

(iv) None of the directors of the Company were entitled to remuneration therefore

Company does not give said disclosure.

(v) The said disclosure as required under SEBI (Prohibition of Insider Trading)

Regulations, 2015 has been filed as late filing in financial year 2016-17 after

such observation being raised by Secretarial Auditor.

B. Cost Audit Provision related to Cost Audit is not applicable to the Company. C. Internal Auditor M/s Khurana Smita & Co., Chartered Accountants is appointed as Internal Auditor of the Company for the financial year 2016-17.

1. Disclosures With Respect To Employees Stock Option Scheme

The Company does not have any Employees Stock Option Scheme.


28. Related Party Transaction.

As per Section 188(1) of the Companies Act, 2013 there is no transaction entered with the

related party during the Financial Year 2015-16. Form AOC-2 is attached as Annexure-

III.

29. Risk Management

The Company has a Risk Management framework in place to identify, assess, monitor and mitigate various risks to the business. This framework seeks to minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The framework also defines the risk management approach across the enterprise at various levels.

Risk Management forms an integral part of the Company’s planning process. Audit Committee of the Board reviews the process of risk management and also this policy is available on the website of the Company, namely http://www.afenterprisesltd.com.

30. Significant And Material Orders Passed By The Regulatory Bodies / Courts

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.

31. Particulars of Loans, Guarantees or Investments by the Company

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

32. Acknowledgment

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, bankers, employees, Government agencies, local authorities, and the immediate society for their un-stinted support and co-operation during the year.

For and on Behalf of the Board of

A.F. Enterprises Limited

Date: 30/05/2016 Sd/- Sd/-

Place: New Delhi Santosh Kumar Abhishek Singh (Whole Time Director) (Director) DIN: 02994228 DIN: 03603706



ANNEXURE- I

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31/03/2016 [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, AF ENTERPRISES LIMITED DSM-334, DLF TOWERS, SHIVAJI MARG, DELHI-110015

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by AF Enterprises Limited (hereinafter called the ‘Company’). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the company’s 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, We hereby report that in our opinion, the company has, during the audit period covering

the financial year ended on 31st March, 2016 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:

We have examined the books, papers, minute books, forms and returns filed and other records

maintained by AF Enterprises Limited for the financial year ended on 31st March, 2016,

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)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, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not applicable to the company 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 to the company during the Audit Period) (e) 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; (Not applicable to the company during the Audit Period) (f) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the company during the Audit Period) (g) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the company during the Audit Period) (v) The Central Excise Act, 1944, rules framed there under and notification issued by the Government of India, from time to time;

(vi) The Service Tax;

We have also examined compliance with the applicable clauses of the following:

1. Secretarial Standards issued by The Institute of Company Secretaries of India.

2. The Listing Agreements/Regulations including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 entered into by the Company with Stock Exchange(s).

During the period under review the Company has complied with the provisions of the Act,

Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following

observations::-

1. I report that the Company has altered the main objects of the Company in the Extra Ordinary

General Meeting held on March 30, 2016. However, the same to be in adherence of the provision

of Section 110 of Companies Act, 2013 read with rule (22) sub- rule (16) of Companies

(Management And Administration) Rules, 2014.


2. I further report that the AOC-2 was not enclosed with Director’s Report for the Financial Year

2014-15.

3. I further report that the Company has not disclosed the nature f interest as required under section

102(1)(a) of Companies Act, 2013 read with Secretarial Standards.

4. I further report that the Company has not disclosed the ratio of remuneration of each director as

well as median employee remuneration for the Financial Year 2014-15.

5. I further report that the Annual Disclosure was not submitted with STX as per SEBI

(Prohibition of Insider Trading) Regulations, 2015-.

In respect to the other applicable laws specifically applicable to the Company, We have relied on information / records / declaration produced/furnished by the Company during the course of our audit and the reporting is limited to the extent.

We further report the Board of Directors of the Company is duly constituted with proper balance of 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 there exist the system for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions of the Board were unanimous and the same are captured and recorded as part of the minutes. We further report that there is scope to improve the systems and processes in the company and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the period there were no specific instances / events pursuance of the above referred laws, rules, regulations, guidelines, etc., having a major bearing on the Company’s affairs.

Sd/- Date: - 30th May, 2016 Vikas Kumar Verma Place:- New Delhi CP No. 10786 Membership No. 29933


‘ANNEXURE A’ TO THE SECRETARIAL AUDIT REPORT

To,

The Members,


New Delhi

Our 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. Our responsibility is to express an opinion on these secretarial records

based on our audit.

2. We 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. We believe that the processes and practices, we

followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records

and Books of Accounts of the company.

4. Where ever required, we 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. Our 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 Vikas Kumar Verma

Date: 30th May, 2016 Practising Company Secretary

Membership No: 29933


ANNEXURE-II

Form No. MGT-9 EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2016

[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:

i. CIN

L65993DL1983PLC016354

ii. Registration Date

18/08/1983

iii. Name of the Company


iv. Category/Sub-Category of the Company

Public Company Limited byShares/Non-govt. company

v. Address of the Registered office and contact details

DSM-334, DLF TOWERS, SHIVAJI MARG, NEW DELHI-110015 Tel No. 011-45084850 Email: [email protected] Website:www.afenterprisesltd.com

vi. Whether listed company

Yes

vii. Name, Address and Contact details of Registrar and Transfer Agent

Skyline Financial Services Private Limited SEBI Regn. No.: INR000003241 D-153 A, 1st Floor, Okhla Industrial Area, Phase - I, New Delhi - 110 020. Tel No.: +91-11- 26812682/83 Fax No.: +91-11-26812682

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:-

Sl. No. Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

1. Sales/Trading of Goods& Interest Income N.A. 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES S. No. Name AND

Address of the Company

CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE

% of shares held Applicable Section

1. NOT APPLICABLE



IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of

Total Equity)

i. Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year (as on 01/04/2015)

No. of Shares held at the end of the year (as on 31/03/2016)

% Change duringthe year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoter

1) Indian

a) Individual/ HUF 0 0 0 0 0 0 0 0 0

b) Central Govt 0 0 0 0 0 0 0 0 0

c) State Govt(s) 0 0 0 0 0 0 0 0 0

d) Bodies Corp 807600 0 807600 20.19 807600 0 807600 20.19 0

e) Banks / FI 0 0 0 0 0 0 0 0 0

f) Any Other 0 0 0 0 0 0 0 0 0

Sub-total(A)(1):- 807600 0 807600 20.19 807600 0 807600 20.19 0

2) Foreign

g) NRIs-Individuals 0 0 0 0 0 0 0 0 0

h) Other-Individuals 0 0 0 0 0 0 0 0 0

i) Bodies Corp. 0 0 0 0 0 0 0 0 0

j) Banks / FI 0 0 0 0 0 0 0 0 0

k) Any Other…. 0 0 0 0 0 0 0 0 0

Sub-total(A)(2):- 0 0 0 0 0 0 0 0 0

Total shareholding of Promoter (A) =(A)(1)+(A)(2)

807600 0 807600 20.19 807600 0 807600 20.19 0

B. Public Shareholding

1. Institutions

a) Mutual Funds 0 0 0 0 0 0 0 0 0

b) Banks / FI 0 0 0 0 0 0 0 0 0

c) Central Govt 0 0 0 0 0 0 0 0 0

d) State Govt(s) 0 0 0 0 0 0 0 0 0

e) Venture Capital Funds

0 0 0 0 0 0 0 0 0

f) Insurance Companies 0 0 0 0 0 0 0 0 0

g) FIIs

0 0 0 0 0 0 0 0 0

h) Foreign Venture Capital Funds

0 0 0 0 0 0 0 0 0

i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total(B)(1) 0 0 0 0 0 0 0 0 0

2. Non Institutions


a) Bodies Corp.

(i) Indian

(ii) Overseas

1019355 0

0 0

1019355 0

25.48 0

1067453 0

0 0

1067453 0

26.69 0

1.21 0

b) Individuals

(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

69041

1669652

115210

0

184251

1669652

4.61

41.74

325977

1442127

115210

0

441187

1442127

11.03

36.05

6.42

-5.69

c) Others

(i) Non-Resident Indians

(ii) NBFC

(iii) HUF

(iv) Clearing Members

0 0

275000 23622

0 0

20520 0

0 0

295520 23622

0 0

7.39 0.59

4686 0

216427 0

0 0

20520 0

4686 0

236947 0

0.12 0

5.92 0

0.12 0

-1.47 0.59

Sub-total(B)(2) 3056670 135730 3192400 79.81 3056670 135730 3192400 79.81 0

Total Public Shareholding (B)=(B)(1)+ (B)(2) 3056670 135730 3192400 79.81 3056670 135730 3192400 79.81 0

C. Shares held by Custodian for GDRs &ADRs

0 0 0 0 0 0 0 0 0

Grand Total(A+B+C) 3864270

135730

4000000

100

3864270

135730

4000000

100

0

ii. Shareholding of Promoters

Sr.

No Shareholder’s Name

Shareholding at the beginning of the

year (as on 01/04/2015)

Shareholding at the end of the year

(as on 31/03/2016)

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

shareholding

during the

year

1. RMS MOSQUTO

PVT. LTD.

807600 20.19 0 807600 20.19 0 0

Total 807600 20.19 0 807600 20.19 0 0


iii. Change in Promoters’ Shareholding (please specify, if there is no change)

Sr. no Name

Shareholding at the

beginning of the year (as

on 01/04/2014)

Date

Increase/

Decrease

in share-

holding

Reason

Cumulative

Shareholding during

the year (01-04-14 to 31-

03-15)

No. of

shares

% of total

shares of

the

company

No. of

shares

% of

total

shares of

the

company

1 NA

iv. Shareholding Pattern of Top Ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. no

Name of Shareholder

Shareholding at the beginning of the year (as on 01/04/2015)

Date

Increase/ Decrease in share-holding

Reason

Cumulative Shareholding during the year (01-04-15 to

31-03-16)

No. of shares at the beginning (01-04-2015) till end of the year (31-03-2016)

% of total shares of the company

No. of shares


1

Arcadia Share and Stock Brokers Pvt. Ltd.

0 0 01.04.2015

12/06/2015

38 Purchase 38 0

26/06/2015

1217 Purchase 1255 0.03

17/07/2015

79880 Purchase 81135 2.03

24/07/2015

34150 Purchase 115285 2.88

31/07/2015

16715 Purchase 132000 3.30

07/08/2015

2805 Sale 129195 3.23

14/08/2015

95 Sale 129100 3.23

21/08/2015

16971 Sale 112129 2.80

28/08/2015

124144 Purchase 236273 5.91

04/09/2015

103231 Sale 133042 3.33

18/09/2015

2556 Purchase 135598 3.39


25/09/2015

1565 Sale 134033 3.35

30/09/2015

4570 Purchase 138603 3.47

09/10/2015

310 Sale 13293 3.46

23/10/2015

2560 Sale 135733 3.39

30/10/2015

1192 Sale 134541 3.36

06/11/2015

10593 Purchase 145134 3.63

13/11/2015

2000 Purchase 147134 3.68

18/12/2015

46700 Sale 100434 2.51

25/12/2015

9780 Purchase 110214 2.76

26/02/2016

92800 Purchase 203014 5.08

203014 5.08 31.03.2016 203014 5.08

2 Kiran Mittal 253000 6.33 01.04.2015

10.04.2015 10000 Sale 243000 6.08

24.04.2015 6500 Sale 236500 5.91

01.05.2015 12000 Sale 224500 5.61

08.05.2015 2000 Purchase 226500 5.66

04.09.2015 25000 Sale 201500 5.04

201500 5.04 31.03.2016 201500 5.04

3 Kailash Chand Mittal 194000 4.85 01.04.2015

24.04.2015 6000 Sale 188000 4.7

01.05.2015 12000 Sale 176000 4.4

08.05.2015 2000 Purchase 178000 4.45

178000 4.45 31.03.2016 178000 4.45

4 BrijBhushan Gupta 125000 3.13 01.04.2015

0 No Movement

125000 3.13 31.03.2016 125000 3.13

5 HemendraRatilal Mehta 0 0 01.04.2015

03.07.2015 7823 Purchase 7823 0.2

17.07.2015 26359 Purchase 34182 0.85

24.07.2015 13744 Purchase 47926 1.2


31.07.2015 3974 Purchase 51900 1.3

07.08.2015 7773 Sale 44127 1.1

14.08.2015 13104 Purchase 57231 1.43

28.08.2015 32508 Purchase 89739 2.24

04.09.2015 5004 Purchase 94743 2.37

18.09.2015 10008 Purchase 104751 2.62

25.09.2015 1539 Purchase 106290 2.66

09.10.2015 8469 Purchase 114759 2.87

20.11.2015 99 Purchase 114858 2.87

114858 2.87 31.03.2016

114858 2.87

6 KamleshbhaiKantibhaiLathigara 0 0 01.04.2015

24.07.2015 12282 Purchase 12282 0.31

31.07.2015 63117 Purchase 75399 1.88

14.08.2015 26516 Purchase 101915 2.55

28.08.2015 101900 Sale 15 0

04.09.2015 101900 Purchase 101915 2.55

101915 2.55 31.03.2016 101955 2.55

7 Vindyavasini Agency Pvt. Ltd 99110 2.48 01.04.2015

0 No Movement

99110 2.48 31.03.2016 99110 2.48

8 Rajendra Singh Rawat 0 0 01.04.2015

17.07.2015 98000 Purchase 98000 2.45

98000 2.45 31.03.2016 98000 2.45

9. RSM Softech Solutions Pvt. Ltd. 13097 0.33 01.04.2015

10.04.2015 3509 Purchase 16606 0.42

24.04.2015 2000 Purchase 18606 0.47

01.05.2015 2050 Purchase 20656 0.52

08.05.2015 450 Purchase 21106 0.53

12.06.2015 6000 Sale 15106 0.38

26.06.2015 6338 Purchase 21444 0.54

10.07.2015 57503 Purchase 78947 1.97

78947 1.97 31.03.2016 78947 1.97

10 BIJ Buildcon(India) Pvt. Ltd. 46228 1.16 01.04.2015


24.04.2015 500 Purchase 46728 1.17

01.05.2015 5 Purchase 46733 1.17

08.05.2015 4416 Purchase 51149 1.28

10.07.2015 26275 Purchase 77424 1.94

77424 1.94 31.03.2016 77424 1.94

v. Shareholding of Directors and Key Managerial Personnel:

Sr. no

Name

Shareholding at the beginning of the year (as

on 01/04/2015)

Date

Increase/ Decrease in share-holding

Reason

Cumulative Shareholding during the year (01-04-15 to 31-

03-16)

No. of shares


No. of shares % of total shares of the company

A. Directors

NIL

B. Key Managerial Personnel(KMP's)

NIL

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year (As on 01.04.2015)

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not

Nil

25,00,000

Nil

25,00,000

Total(i+ii+iii) Nil 25,00,000 Nil 25,00,000


Change in Indebtedness during the financial year

- Addition

- Reduction

Nil

11,10,000

Nil

11,10,000

Net Change Nil 11,10,000 Nil 11,10,000

Indebtedness at theend of the financial year(As on 31.03.2016)

i) Principal Amount

ii) Interest due but notpaid

iii) Interest accrued but not due

Nil

13,90,000

Nil

13,90,000

Total (i+ii+iii) Nil 13,90,000 Nil 13,90,000

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager

Sl. No.

Particulars of Remuneration Name of MD/WTD/ Manager

Total

Amount

1. Gross salary

(a)Salary as per provisions contained in section17(1) of theIncome-tax Act,1961 (b)Value of perquisites u/s17(2)Income-tax Act,1961 (c)Profitsin lieu of salary undersection17(3)Income- taxAct,1961

Nil

Nil

Nil

Nil

Nil

2. Stock Option Nil Nil Nil Nil Nil

3. Sweat Equity Nil Nil Nil Nil Nil

4. Commission

- as% of profit

- others, specify…

Nil

Nil

Nil

Nil

Nil

5. Others, please specify Nil Nil Nil Nil Nil

6. Total(A) Nil Nil Nil Nil Nil

Ceiling as per the Act Nil Nil Nil Nil Nil

B. Remuneration to other directors:

Sl. No.

Particulars of Remuneration Name of Director

Total

Amount

Independent Directors ·Fee for attending board / committee meetings ·Commission

Nil

Nil

Nil

Nil

Nil


·Others, please specify

Total(1) Nil Nil Nil Nil Nil

Other Non-Executive Directors

• Fee for attending board / committeemeetings

• Commission

• Others, please specify

Nil

Nil

Nil

Nil

Nil

Total(2) Nil Nil Nil Nil Nil

Total(B)=(1+2) Nil Nil Nil Nil Nil

Total Managerial Remuneration Nil Nil Nil Nil Nil

Overall Ceiling as per the Act Nil Nil Nil Nil Nil

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

Sl. no. 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,1961

(b)Value of perquisites u/s17(2)Income-

taxAct,1961

(c)Profits in lieu of salary under section17(3)Income-taxAct,1961

Nil

Nil

Nil

22,000

Nil

Nil

Nil

Nil

Nil

Nil

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

1. Total Nil 22,000 Nil Nil


VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

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 Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil

B. Directors




C. Other Officers In Default




For and on behalf of


Sd/- Sd/-

Santosh Kumar Abhishek Singh (Whole- time Director) (Director)

DIN: 02994228 DIN: 03603706


Annexure-III

Form No. AOC-2 (Pursuant to Regulation (h) of sub-section (3)of section 134 of the Act and

Rule 8(2) of the Companies (Accounts) Rules, 2015)

Form for disclosure of particulars of contracts/arrangements entered into by the

company with related parties referred to in sub-section (1) of section 188 of the

Companies Act, 2013 including certain arms length transactions under third proviso

thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis: Nil

2. Details of material contracts or arrangement or transactions at arm’s length basis:

Name(s) of the

related party

and nature of

relationship

Nature of

contracts/arra

ngement/trans

actions

Duration

of the

contracts /

arrangeme

nts/transac

tions

Salient terms

of the

contracts or

arrangements

or

transactions

including the

value, if any:

Date(s)

of

approval

by the

Board, if

any:

Amount

paid as

advances

, if any

(Amount

in Rs.)

- - - - - -



Sd/- Sd/- Santosh Kumar Abhishek Singh (Whole-time Director) (Director) DIN: 02994228 DIN: 03603706


Annexure -IV

Information Pursuant to Section 197 (12) Read with rule 5 of the companies (Appointment

and remuneration of managerial personal) Rule 2014

1. Ratio of remuneration of each Director to the median remuneration of the employees

of the company for the year 2015-16

Sr. no Name and designation of the Director/KMP

Remuneration for FY-15-16

(Amount Rs. In Lakhs)

Ratio to the Median Remuneration

1 Mr. Santosh Kumar, Whole Time Director

- -

2 Mrs. Charu Aggarwal, Director

- -

3 Mr. Rahul Yadav Independent Director*

Not Applicable

4 Mr. Sanjay Kumar Gupta Independent Director*

- -

5 Mr. Abhishek Singh, Independent Director*

- Not Applicable

6 Mr. Anil Kumar Jalan Director

- -

7 Mr. Ravi Sharma Director

- -

8 Mr. Ravi Jabbar Sharma Independent Director*

- Not Applicable

*Independent Directors are paid only sitting fees, the details of which are given in

Corporate Governance Report.


2. The Percentage increase in remuneration of each director, CFO, CEO, CS or manager

if any in the financial year 2015-16 compared to 2014-15.

Sr. No

Name of Director/KMP

Remuneration for the FY 2014-15 (Amount in Rs. In Lakhs)

Remuneration for the FY 2015-16 (Amount in Rs. In Lakhs)

% Change

1 Mr. Santosh kumar Whole- time Director

- - -

2 Mrs. Charu Aggarwal, Director

- - -

3 Mr. Abhishek Singh, Independent Director*

- - -

4 Mr. Rahul Yadav, Independent Director*

- - -

5

Mr. Sanjay Kumar Gupta, Independent Director*

- - -

6

Mr. Ravi Jabbar Sharma, Independent Director

- - -

7 Mr. Anil Kumar Jalan, Director

- - -

8

Mr. Ravi Sharma, Director

- - -

9 Mr. Pankaj Bansal, CFO

- - -

10 Ms. Charu Sharma- Company Secretary**

2.40 2.64


* Independent Directors are paid only sitting fees, the details of which are given in

Corporate Governance report.

** Company secretary CS Charu Sharma was appointed w.e.f 14th August, 2015 and the

remuneration shown above is the gross remuneration paid to other Company Secretary

appointed before the current company secretary during the financial year and the

details of which has been given in MGT-9.

3. The Number of Permanent employee on the roll of the Company as on 31st March 2016

is Twelve.



Sd/- Sd/-

Santosh Kumar Abhishek Singh (Whole- time Director) (Director)

DIN: 02994228 DIN: 03603706


MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Economic Outlook The Indian Economy of 2015- 16 is on a steady growth path. It begins with several challenges on the macroeconomic front, including rising inflation, dwindling industrial output and a falling rupee. The Confederation of Indian Industry (CII) expects the Indian economy to grow 8% in 2016-17. Also, Reserve Bank of India (RBI) projected GDP growth of 7.6% for 2016-17.Global growth, currently estimated at 3.1 percent in 2015, is projected at 3.4 percent in 2016 and 3.6 percent in 2017. 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 it 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. 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 Performance During the year, the company has earned Gross profit before tax of Rs. 5, 08, 567 mainly from sale/Trading of Goods and interest. 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 Human Resource is the most vital factor to achieve the goals of any organization. Being a progressive organization, A F Enterprises Limited firmly believes in the strength of its most vital asset. The company recognizes the importance of human value and ensures that encouragement both moral and financial is extended to each individual for motivating them to perform to the maximum capacity, to contribute towards developing and achieving individual excellence and departmental objectives and continuously improve performance to realize the full potential of our personnel. The company Industrial relations are cordial and satisfactory during the year under review. 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 helped the Company for maintain its growth. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

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CORPORATE GOVERNANCE REPORT Corporate Governance is all about ethical conduct, openness, integrity and accountability of an enterprise. Healthy Corporate Governance enjoins a commitment of the Company to run the business in legal, ethical and transparent manner emanating from the top and permeating throughout the organization. It involves a set of relationships between a Company’s Management, its Board, Shareholders and Stakeholders. It is one of the key elements in improving the economic efficiency of the enterprise. Credibility generated by sound Corporate Governance enables an enterprise in enhancing the confidence of the investors – both domestic and foreign, and in establishing productive and lasting business relationship with all stakeholders. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE A F Enterprises Limited has an unwavering commitment to uphold sound corporate governance standards and highest business conduct. The Company has always worked together building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of corporate governance- integrity, equity, transparency, fairness, disclosure, accountability and commitment to values. The Company has established systems and procedures to ensure that its Board of Directors is well informed and well equipped to discharge its overall responsibilities and provide the Management with the strategic direction catering to exigency of long term shareholders value. The good governance process consists of commitment in doing business in an efficient, honest, responsible and ethical manner. The Company has fully complied with all the existing guidelines prescribed by the Securities and Exchange board of India (SEBI) in Chapter IV read with schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The company firmly believes that good corporate governance is founded upon the principles of transparency, independent monitoring and accountability for performance and environmental consciousness including growth-oriented approach. BOARD OF DIRECTORS The composition of the Board is in conformity with the Listing Regulations enjoining specified combination of Executive and Non-Executive Directors with at least one Women Director, with not less than fifty percent of the Board comprising of Non-Executive Directors and at least one-half of the Board comprising of Independent Directors for a Board chaired by Non-Executive Promoter Director. None of the Directors on the Board is a member on more than 10 Committees and Chairman of more than 5 Committees [as specified in SEBI (Listing obligation and Disclosure Requirements) Regulation, 2015] across all the companies in which he/she is a Director. The necessary disclosures regarding Committee positions have been made by the Directors.

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Classifiation of Board: As on 31st March 2016

Name of Director

Designation

Category Date of Resignation

No. of other Director- ships in Public companies

Attendance at Board Meetings

Attendance at Previous AGM

Mrs. CharuAggarwal

Director Non-Executive

- 0 8 Yes

Mr. Santosh Kumar

Whole Time Director

Executive - 2 8 Yes

Mr. Abhishek Singh

Independent Director

Non-Executive

- 0 8 Yes

Mr. Anil Kumar Jalan

Director Executive 27/02/2016 2 8 Yes

Mr. Ravi Sharma

Director Executive 30/05/2016 1 1 No

Mr. Ravi Jabbar Sharma


Non-Executive

30/05/2016 1 1 No

Mr. Rahul Yadav


Non-Executive

30/05/2016 0 8 Yes

There are no Nominee Directors or Institutional Directors on the Board. Board Meetings held during the year: 8 30th June, 2015, 14th August, 2015, 4th Sepetember, 2015, 7th October, 2015, 6th November, 2015, 26th December, 2015, 12th February, 2016 & 27th February, 2016 COMMITTEES OF THE BOARD Audit Committee i. The audit committee of the Company is constituted in line with the provisions of Regulation 18 of SEBI Listing Regulations, read with Section 177 of the Act. ii. The terms of reference of the audit committee are broadly as under:

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Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

Reviewing, with the management, the annual financial statements and auditors’

report thereon before submission to the board for approval, with particular reference to:

Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Act.

Changes, if any, in accounting policies and practices and reasons for the same.

Major accounting entries involving estimates based on the exercise of judgment by management. Significant adjustments made in the financial statements arising out of audit findings.

Compliance with listing and other legal requirements relating to financial statements.

Disclosure of any related party transactions.

Qualifications in the draft audit report.

Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

Review and monitor the auditors’ independence and performance, and effectiveness of audit process;

Approval or any subsequent modification of transactions of the Company with related parties;

Scrutiny of inter-corporate loans and investments;

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Examination of the financial statement and the auditors’ report thereon;

Valuation of undertakings or assets of the company, wherever it is necessary;

Evaluation of internal financial controls and risk management systems;

Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed;

The audit committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the Company;

The audit committee shall review the information required as per SEBI Listing Regulations.

iii. The audit committee invites such of the executives, as it considers appropriate (particularly the head of the finance function), representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings. The Company Secretary acts as the Secretary to the Audit Committee. iv. In terms of the Insider Trading Code adopted by the Company in FY 2015-16, the Committee considers the following matters:

To approve policies in relation to the implementation of the Insider Trading Code and to supervise implementation of the Insider Trading Code.

To note and take on record the status reports detailing the dealings by Designated Persons in Securities of the Company, as submitted by the Compliance Officer on a quarterly basis.

To provide directions on any penal action to be initiated, in case of any violation of the Regulations by any person.

The Chairman of the Audit Committee Ms. CharuAggarwal was present at the Annual General Meeting of the Company held on 30th September, 2015. The Company has an Audit Committee comprising of 3 members. As on 31st March, 2016. The Chairman of the Committee is Ms. CharuAggarwal with Mr. Rahul Yadav and Mr. Abhishek Singh as its members all the Director members are financially literate and having accounting and related administrative and Financial Management Expertise. During the year under review Six meetings of the Audit Committee were held on 29th May 2015, 14th August 2015, 4th September 2015, 6th November 2015, 12th February 2016 and 27th February, 2016.

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Attendance at meetings during the year:

Sr. No.

Name of the Member Designation No. of Meeting Attended

1 Ms. CharuAggarwal Chairman 6

2 Mr. Rahul Yadav Member 6

3 Mr. Abhishek Singh Member 4

Stakeholders Relationship Committee This committee of the Directors looks in to various issues relating to shareholders/investors including transfer and transmission of shares held by shareholders in physical format as well as non-receipt of dividend, Annual Report, shares after transfer and delays in transfer of shares. The committee also looks into issues including status of dematerialization/dematerialization of shares and issue of duplicate share certificates and tracks investor’s complaints and suggests measures for improvement from time to time, the performance of the Registrar and Transfer agent. The Committee comprises of 3 members. As on 31st March, 2016, The Chairman of the Committee is Mr. Ravi Jabbar Sharma with Mr. Rahul Yadav and Mr. Abhishek Singhas its members. During the year under review the Stakeholders Relationship Committeemet 4 times on 29th May 2015, 04th September 2015, 06th November 2015 and 27th February 2016. Attendance at meetings during the year

Sr. No. Name of the Member Designation No. of Meeting Attended

1 Ms. CharuAggarwal Chairman 4

2 Mr. Rahul Yadav Member 4


4 Mr. Ravi Jabbar Sharma Member 1

As on 31st March, 2016 no complaints remained unattended/pending more than thirty days. The Company has no share transfers/transmission pending as on 31st March, 2016. Name, designation and address of Compliance Officer: Ms. Mamta Surkali Company Secretary A F Enterprises Limited DSM- 334, 3rd Floor, DLF Tower, Shivaji Marg, Delhi- 110015 Telephone: 011- 45084850

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Nomination and Remuneration Committee The Chairman of the Committee is Mr. Rahul Yadav with Ms. CharuAggarwal and Mr. Abhishek Singh as its member. Brief description of the terms of reference: i. The nomination and remuneration committee of the Company is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations, read with Section 178 of the Act. ii. The broad terms of reference of the nomination and remuneration committee are as under:

Recommend to the Board the setup and composition of the Board and its committees, including the “formulation of the criteria for determining qualifications, positive attributes and independence of a director.” The committee will consider periodically reviewing the composition of the Board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

Recommend to the Board the appointment or reappointment of directors.

Devise a policy on Board diversity.

Recommend to the Board appointment of Key Managerial Personnel (“KMP” as defined by the Act) and executive team members of the Company (as defined by this Committee).

Carry out evaluation of every director’s performance and support the Board and Independent Directors in evaluation of the performance of the Board, its committees and individual directors. This shall include “Formulation of criteria for evaluation of Independent Directors and the Board”. Additionally the Committee may also oversee the performance review process of the KMP and executive team of the Company.

Recommend to the Board the Remuneration Policy for directors, executive team or Key Managerial Personnel as well as the rest of the employees.

On an annual basis, recommend to the Board the remuneration payable to the directors and oversee the remuneration to executive team or Key Managerial Personnel of the Company.

Oversee familiarisation programmes for directors.

Oversee the Human Resource philosophy, Human Resource and People strategy and Human Resource practices including those for leadership development, rewards and recognition, talent management and succession planning (specifically for the Board, Key Managerial Personnel and executive team).

Provide guidelines for remuneration of directors on material subsidiaries.

Recommend to the Board on voting pattern for appointment and remuneration of directors on the Boards of its material subsidiary companies.

Performing such other duties and responsibilities as may be consistent with the provisions of the committee charter.

iii. Five Meetings of the Nomination and Remuneration Committee were held during the year on 29th June 2015, 04th September 2015, 30th September 2015, 26th December 2015 and 27th February 2016 and their attendances are:

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Attendance of meetings during the year

Sr. No.

Name of the Member Designation No. of Meeting Attended

1 Mr. Rahul Yadav Chairman 5

2 Mrs. CharuAggarwal Member 5


Remuneration of Executive Directors/Non-Executive Directors All decisions relating to the remuneration of the Directors are/were taken by the Board of Directors on recommendation by the Nomination and Remuneration Committee of the Company and in accordance with the Shareholder’s approval wherever necessary. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTOR AND THEIR REMUNERATION Appointment of Independent Director

I. Appointment process of Independent Directors shall be independent of the

Company management; while selecting Independent Directors the Board shall

ensure that there is appropriate balance of skills, experience and knowledge in the

Board so as to enable the Board to discharge its functions and duties effectively.

II. The appointment of independent director(s) of the Company shall be approved at

the meeting of the shareholders.

III. The explanatory statement attached to the notice of the meeting for approving the

appointment of independent director shall include a statement that in the opinion

of the Board, the independent director proposed to be appointed fulfils the

conditions specified in the Companies Act, 2013 and the Rules made there under

and that the proposed director is independent of the management.

IV. The appointment of Independent Directors shall be formalized through a letter of

appointment, which shall set out:

a) the term of appointment;

b) the expectation of the Board from the appointed director, the Board-level

committee(s) in which the director is expected to serve and its tasks;

c) the fiduciary duties that come with such an appointment along with accompanying

liabilities;

d) provision for Directors and Officers (D & O) insurance, if any;

e) the Code of Business Ethics that the Company expects its directors and employees

to follow;

f) the list of actions that a director should not do while functioning as such in the

Company; and

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g) the remuneration, mentioning periodic fees, reimbursement of expense for

participation in the Board and other meetings and profit related commission, if

any.

V. The terms and conditions of appointment of Independent Directors shall be open

for inspection at the registered office of the Company by any member during

normal business hours.

VI. The terms and Condition of appointment of Independent Directors shall also be

posted on the Company’s website at http://www.afenterprisesltd.com/

Separate Meeting of the Independent Directors All Independent Directors of the Company met separately on May 29, 2015 without the presence of Non-Independent Directors and Members of Management. In accordance with the Listing Regulations, following matters were, inter-alia, reviewed and discussed in the meeting: - Performance of Non-Independent Directors and the Board of Directors as a whole. - Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors. - Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Familiarization Programme for the Independent Directors The Company conducts Familiarization Programme for the Independent Directors to provide them an opportunity to familiarize with the Company, its Management and its operations so as to gain a clear understanding of their roles, rights and responsibilities and contribute significantly towards the growth of the Company. They have full opportunity to interact with Senior Management Personnel and are provided all the documents required and sought by them for enabling them to have a good understanding of the Company, its business model and various operations and the industry of which it is a part. The initiatives undertaken by the Company in this respect have been disclosed on the website of the Company at http://www.afenterprisesltd.com/ Remuneration With changes in the corporate governance norms brought by the Companies Act, 2013 as well as Listing Agreement, the Non-Executive Directors (NED) of the Company have a crucial role to play in the independent functioning of the Board. They devote their valuable time in deliberating in the course of the Board and Committee meetings and give their advice to the management of the Company from time to time. Under the Listing Agreement, Clause 49(II)(C)/SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 requires all fees (other than sitting fees if made within the limits prescribed under the Companies Act, 2013) and compensation, if any paid to NEDs, including independent directors, shall be fixed by the Board of Directors and shall require previous approval of shareholders in general meeting.



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Independent Directors ("ID") and Non-Independent Non- Executive Directors ("NED") may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members) and commission within regulatory limits. Quantum of sitting fees may be subject to review on a periodic basis, as required. Within the parameters prescribed by law, the payment of sitting fees and commission will be recommended by the Nomination and Remuneration committee (NRC) and approved by the Board. Apart from sitting fees and Commission, no other payment shall be made to any of the non-executive directors. The company has no stock option plans and hence, such instruments do not form part of remuneration payable to NEDs. The Board shall be responsible for the administration, interpretation, application and review of this policy. The Board shall be empowered to bring about necessary changes to this policy, if required at any stage in compliance with the prevailing laws. CRITERIA FOR SELECTION/APPOINTMENT AND REMUNERATION OF DIRECTOR, KMPs AND SENIOR MANAGEMENT Policy for appointment and removal of Director, KMPs and Senior Management

Appointment criteria and qualifications

1. The Committee shall identify and ascertain the integrity, qualification, expertise and

experience of the person for appointment as Director, KMP or senior management

level and recommend to the Board his /her appointment.

2. A person to be appointed as Director, KMP or senior management level should

possess adequate qualification, expertise and experience for the position he / she is

considered for appointment. The Committee has discretion to decide whether

qualification, expertise and experience possessed by a person are sufficient /

satisfactory for the concerned position.

3. A person, to be appointed as Director, should possess impeccable reputation for

integrity, deep expertise and insights in sectors / areas relevant to the Company,

ability to contribute to the Company’s growth, complementary skills in relation to the

other Board members.

Term / Tenure

1. Managing Director / Whole-time Director

The Company shall appoint or re-appoint any person as its Managing Director and CEO or Whole-time Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director

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An Independent Director shall hold office for a term of up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a resolution by the Company and disclosure of such appointment in the Board’s report.

No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director, it should be ensured that number of Boards on which such Independent Director Serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time (Executive) Director of a listed company.

Removal

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made there under or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director or KMP subject to the provisions and compliance of the said Act, rules and regulations.

Retirement

The Whole-time Directors, KMP and senior management personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Whole-time Directors, KMP and senior management personnel in the same position / remuneration or otherwise, even after attaining the retirement age, for the benefit of the Company. Policy Relating to the Remuneration for Directors, KMPs, Senior Management and Other Employees General

1. The remuneration / compensation / commission etc. to Directors will be determined

by the Committee and recommended to the Board for approval.

2. The remuneration and commission to be paid to the Managing Director shall be in

accordance with the provisions of the Companies Act, 2013, and the rules made

there under.

3. Increments to the existing remuneration / compensation structure may be

recommended by the Committee to the Board which should be within the limits

approved by the Shareholders in the case of Managing Director.

4. Where any insurance is taken by the Company on behalf of its Managing Director,

Chief Financial Officer, the Company Secretary and any other employees for

indemnifying them against any liability, the premium paid on such insurance shall

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not be treated as part of the remuneration payable to any such personnel. Provided

that if such person is proved to be guilty, the premium paid on such insurance shall

be treated as part of the remuneration.

PERFORMANCE EVALUATION Pursuant to the provision of the companies Act,2013 and SEBI (LODR) Regulations, 2015 the board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of all the Committee. A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its committees, Board culture, execution and performance of specific duties, obligations and governance. The evaluation/assessment of the Directors, KMP’s and the senior officials of the Company is to be conducted on an annual basis. The following criteria may assist in determining how effective the performances of the Directors/KMP’s/senior officials have been:

Leadership & stewardship abilities,

Contributing to clearly defined corporate objectives & plans,

Communication of expectations & concerns clearly with subordinates,

Obtain adequate, relevant & timely information from external sources,

Review & approval achievement of strategic and operational plans, objectives, budgets,

Regular monitoring of corporate results against projections,

Identify, monitor & mitigate significant corporate risks,

Assess, implement and follow policies, structures & procedures,

Direct, monitor & evaluate KMP’s, senior officials,

Review succession plan,

Effective meetings,

Assuring appropriate board size, composition, independence, structure

Clearly defining roles & monitoring activities of committees,

Review of corporation’s ethical conduct, The Executive Director/Non-Independent Directors along with the Independent Directors will evaluate/assess each of the Independent Directors on the aforesaid parameters.Director being evaluated will not participate in the said evaluation discussion. Review The policy shall be reviewed by the Nomination & Remuneration Committee and the Board, from time to time as may be necessary. MEANS OF COMMUNICATIONS

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Quarterly Results:

i. The quarterly, half-yearly and yearly financial results are sent to /uploaded on the website of Bombay Stock Exchange immediately after the Board approves the same. The quarterly results till Third quarter ending i.e. December, 2015 were published in widely circulated English daily “Indian Horizon” and a Hindi daily "Naya India" and for quarter and year ending on March, 2016 financial results were published in English daily “The Emerging Word (English)” and a Hindi daily “Naya India”as is required under the Listing Agreement and SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 with the Stock Exchanges.

ii. Company’s website http://www.afenterprisesltd.com/contains link to all

important event and material information. iii. The investors can reach the Company for any investor assistance and grievance

redressal or any other redressal at http://www.afenterprisesltd.com/ iv. Registrar and Share Transfer Agent

M/s Skyline Financial Services Pvt. Ltd Address: D-153A, First Floor, Okhla Industrial Area, Phase-I, New Delhi – 110020 Contact No: 011 - 64732681 / 64732688 Fax: 011 – 26812682 E-mail [email protected] Website: www.skylinerta.com




http://www.skylinerta.com/

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GENERAL SHAREHOLDER INFORMATION

Annual General Meeting Date

27th September, 2016 at 09:30 A.M.

Venue Navkar Tirth Atisey Kestra, Village Neewal, Near Mahaviday Kestra, Ghevra More, Rohtak Road, Delhi

Financial Year 1stApril, 2015 to 31stMarch, 2016

Book closure date

21st Sept. 2016 (Wednesday) to 27th Sept. 2016 (Tuesday), both days inclusive for payment of dividend & Bonus (If Any)

Listing on Stock Exchange Bombay Stock Exchange Ltd.

Stock Code 538351

ISIN INE663P01015

Depositories

National Securities Depositories Limited Trade World, 4th Floor, Kamala Mill Compound, Lower Parel, Mumbai-13. Central Depositories Services Limited P.J.Towers,28thFloor,DalalStreet Mumbai-23

Stock Data

Company :A.F. Enterprises Ltd 538351

Period: Apr 2015 to Apr 2016

All Prices in

Month Open High Low Close No. of Shares

No. of Trades

Total Turnover

Deliverable Quantity

% Deli. Qty to Traded Qty

* Spread

H-L C-O

Apr 15 472.00 565.00 382.00 470.20 1,68,290 1,111 7,93,29,288 1,68,190 99.94 183.00 -1.80

May 15

470.30 472.20 465.40 468.00 1,00,760 482 4,72,70,389 1,00,760 100.00 6.80 -2.30

Jun 15 468.80 648.00 185.40 204.50 4,65,737 11,924 15,54,04,420 1,74,397 37.45 462.60 -264.30

Jul 15 210.00 252.40 177.50 229.90 20,17,677 12,831 42,86,62,410 6,63,128 32.87 74.90 19.90

Aug 15 218.50 218.50 87.90 98.90 11,71,553 14,478 15,92,05,705 5,56,035 47.46 130.60 -119.60

Sep 15 95.15 149.70 88.00 134.65 17,91,468 10,175 21,69,79,450 6,71,099 37.46 61.70 39.50

Oct 15 136.00 136.00 94.10 94.10 3,63,753 2,179 4,15,87,090 2,99,333 82.29 41.90 -41.90

Nov 15 89.40 89.40 65.90 65.90 91,950 442 65,76,796 91,944 99.99 23.50 -23.50

http://www.bseindia.com/stock-share-price/af-enterprises-ltd/afel/538351/

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Dec 15 62.65 62.65 53.90 53.90 4,32,913 2,354 2,35,77,602 2,90,969 67.21 8.75 -8.75

Jan 16 52.85 52.85 46.95 46.95 9,731 24 4,67,673 9,731 100.00 5.90 -5.90

Feb 16 46.05 46.05 32.35 32.35 6,578 73 2,48,522 6,576 99.97 13.70 -13.70

Mar 16 31.75 31.75 22.05 22.05 11,189 159 3,00,706 11,189 100.00 9.70 -9.70

Apr 16 21.65 21.65 17.65 17.65 19,368 125 3,50,622 19,368 100.00 4.00 -4.00

* Spread H-L: High-Low C-O : Close-Open

SHARE TRANSFER SYSTEM During the year the share transfers which were received in physical form and for which documents were valid and complete in all respects, were processed and the share certificates were returned within the prescribed time from the date of receipt. The Company has appointed Skyline Financial Services Pvt. Ltd., D-153A, First Floor, Okhla Industrial Area, Phase-I, New Delhi - 110020 as its Registrar and Share Transfer Agent for handling both physical and demat operations. DISTRIBUTION OF SHAREHOLDING The shareholding pattern as on 31st March, 2016 is as follows.

Sr. No. Category No. of shares % (Percentage)

1. Promoters 8,07,600 20.19

2. Private Body Corporate, Indian Public and others

31,92,400 79.81

Total 40,00,000 100.00

Dematerialization of shares and liquidity The Company has entered into an Agreement with M/s Skyline Financial Services Pvt. Limited as Registrar and Share Transfer Agents. Outstanding GDRs/ ADRs/ Warrants or any convertible instruments, conversion dates and likely impact on equity We have no GDRs/ ADRs/ Warrants or any convertible instruments Address for Correspondence Regd. Office: DSM-334, DLF Tower, Shivaji Marg, New Delhi-110015

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Name and Designation of the Compliance Officer(s)* Ms. MamtaSurkali Company Secretary and Compliance Officer *Ms. Charu Sharma, Company Secretary has taken over as Compliance Officer w.e.f 14th August, 2015. She has been appointed under Section 203 of the Companies Act, 2013 as a Key Managerial Personnel and Compliance officer. Ms. Charu Sharma resigned from the post of Company Secretary w.e.f. 13th April, 2016 consequently to fill the vacate position of Company Secretary Ms. Mamta Surkali, member of the Institute of Company Secretaries of India was appointed as Company Secretary & Compliance Officer of the company w.e.f 30th May, 2016. ANNUAL GENERAL MEETINGS (AGM) Location, date, time and venue for the last three AGM:

Year Venue Date Day Time

2014-15 DSM-334, DLF Tower, Shivaji Marg, Delhi-110015

30.09.2015 Wednesday 11.30 A.M.

2013-14

241, 2nd Floor, RG Mall, Opposite Plot No. 39, Sec-9, Rohini, New Delhi-110085

29.09.2014 Monday 11.30 A.M.

2012-13

241, 2nd Floor, RG Mall, Opposite Plot No. 39, Sec-9, Rohini, New Delhi-110085

30.09.2013 Monday 11.00 A.M.

No postal ballot resolutions were passed. EXTRA ORDINARY GENERAL MEETINGS Extra Ordinary General Meeting of the shareholders of the Company was held on 30th March, 2016 during the financial year. DISCLOSURE

1. Disclosure on materially significant Related Party Transactions (RPT) that may have potential conflict with the interests of company at large. As Company do not have any Related Party Transaction, So, the disclosure requirements as prescribed in SEBI (Listing Obligations & Disclosure

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Requirements) Regulations, 2015 applicable to listed companies relating to Related Party Transactions (RPT) presently not applicable on the Company.

2. Details of Non Compliance by the company, penalties, strictures imposed by

SEBI or any statutory authority on any matter related to the Capital market during the last three years. The Company has complied with the requirements of the Stock exchange, SEBI and other statutory authority on all matters related to capital markets during the last three years. There were no penalties imposed nor any stricture issued on the company by the SEBI or any statutory authority, on any matter related to capital markets during the year 2015-16, During the F.Y. 2015-16 Stock Exchange Imposed Penalty of Rs. 2290/- on the Company.

3. Compliance with Accounting Standards In the preparation of financial statements there is no deviation from the prescribed Accounting Standards.

4. Compliance with the conditions of Corporate Governance The Company has complied with the conditions of corporate governance as stipulated in Listing Agreement as well as SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

5. Details of establishment of vigil mechanism, whistleblower policy, and affirmation that no personnel has been denied access to the audit committee

The company has put in place a mechanism of reporting illegal or unethical behavior. Employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor/notified persons. The reports received from any employee will be reviewed by the audit committee. It is affirmed that no person has been denied access to the audit committee in this respect. The Directors and senior management are to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practice. Details of the policy on whistle blower is available on the website and the link for the same ishttp://www.afenterprisesltd.com/

6. Management Discussion and Analysis

The Management Discussion and Analysis is covered separately in the Annual Report.


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7. Risk Management Policy Company has a comprehensive risk management policy. 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 controls the risks through property defined framework. The Audit Committee has been designated by the Board for reviewing the adequacy of the risk management framework of the Company, the key risks associated with the businesses of the Company and the measures are taken in place to and discussed at the Board meeting. The risk management issues are discussed in the Management Discussions and Analysis Report.

COMPLIANCE WITH NON MANDATORY REQUIREMENT There are No Audit Qualifications in the Auditor’s report. The Internal Auditor has direct access to the Audit Committee. SHARE CAPITAL RECONCILIATION AUDIT A qualified practicing Company Secretary carried out Share Capital Reconciliation audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the total number of shares in physicalform and the total number of dematerialised shares held in electronic mode with NSDL and CDSL. Date: 2nd September,2016 For& on behalf of the Board Place: New Delhi Sd/-

(Santosh Kumar) Whole-Time Director

DIN:02994228

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CODE OF CONDUCT AND CFO CERTIFICATION

The Board has adopted a code of conduct for all Board members and senior management of the Company. The term senior management means personnel of the company who are members of its core management team excluding Board of Directors. Normally this would comprise all members of management one level below the executive directors including all functional heads.

The code has been circulated to all members of the Board and senior management and the compliance of the same has been affirmed by them.

Mr. Santosh Kumar, Whole-Time Director and Mr. Neeraj Kumar Singh, CFO of the Company have certified to the Board that:

(A) They have reviewed the Financial Statements and the Cash Flow Statement for the year and that to the best of their knowledge and belief:

(1) these statements do not contain any materially untrue statement or omit any material facts or contain statements that might be misleading;

(2) these statements together present a true and fair view of the company’s affairs and are in compliance with the existing accounting standards, applicable laws and regulations.

(B) There are, to the best of their knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s code of conduct.

(C) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of the internal control systems of the company pertaining to the financial report and they have disclosed to the auditors and the Audit Committee deficiencies in the design or operation of such internal controls, if any, of which they are aware and they have taken steps or propose to take to rectify these deficiencies.

(D) They have indicated to the auditors and the Audit Committee:

(1) significant changes in internal control over financial reporting during the year;

(2) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(3) instances of significant fraud of which they have become aware and the involvement therein, if any , of the management or an employee having a significant role in the company’s internal control over financial reporting.

We hereby confirm that: “The company has obtained from all the members of the Board and senior management, affirmation that they have complied with code of conduct for directors and senior management in the respect of the financial year 2015-16” For & on behalf of the Board

Sd/- Sd/- Santosh Kumar Neeraj Kumar Singh

(Whole-Time Director) (Chief Financial Officer) DIN: 02994228 PAN: CJAPS5588N

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Corporate Governance Compliance Certificate To, The Members of M/s A F Enterprises Limited. We have examined the compliance of conditions of corporate governance by M/s A F Enterprises Limited, for the 12 month period ended on 31st March, 2016 as stipulated in clause 49 of the Listing Agreement and SEBI (Listing obligation and Disclosure Requirements) Regulation 2015of the said Company with Stock Exchange(s). 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 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 and SEBI (Listing obligation and Disclosure Requirements) Regulation 2015. We further 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/- Gaurav Joshi Partner (Membership No. 516027) Place: New Delhi Date: 2nd September, 2016


DECLARATION FOR COMPLIANCE WITH CODE OF CONDUCT

To

The Members of


New Delhi

Pursuant to Regulation 26(3) of the SEBI (LODR) Regulations, 2015 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 2016.

For A F Enterprises Limited

Sd/-

Date: 02-09-2016 Santosh Kumar

Place: New Delhi Whole- time Director

(DIN- 02994228)

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INDEPENDENT AUDITOR’S REPORT To The Shareholders of AF ENTERPRISES LIMITED Report on Financial Statements We have audited the accompanying financial statements of AF ENTERPRISES LIMITED, which comprise the Balance Sheet as at 31st March, 2016 and the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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 have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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.

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An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, 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 financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place the adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, 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 on the financial statements. Opinion In our opinion and to the best of our information and 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 accounting principles generally accepted in India, i) In case of Balance Sheet, of the state of affairs of the company as at 31st March 2016; ii) In case of Statement of Profit & Loss, of the profit for the year ended on that date; and iii) In 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 2016 (the Order), as amended, issued by the Central Government of India in terms of sub- section (11) of Section 143 of the Act, we give in the Annexure- A, a statement on the matters specified in paragraphs 3 and 4 of the said Order.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement

dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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e) The observation of financial transactions does not reveal any matter which has any adverse effect on the functioning of the company.

f) On the basis of the written representations received from the directors as on 31st

March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i) The Company does not have any pending litigations in its financial statements;

ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses. However, company does not enter into any long-term contracts including derivative during the specified period; iii) The Company is not required to transfer any amount to the Investor Education and Protection Fund.

Signed for the purpose of identification FOR V.N. PUROHIT & CO. Chartered Accountants Firm Regn. No. 304040E Sd/- Gaurav Joshi Partner Membership No. 516027 New Delhi, the 30th day of May 2016

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“ANNEXURE A” TO THE INDEPENDENT AUDITOR’S REPORT

(As referred in paragraphs of our report) (i) In respect of fixed assets: -

a. As per information and explanation given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

b. According to information and explanation given to us, fixed assets of the Company

has been physically verified by its management once during the year which is reasonable having regard to size of business and nature of fixed assets. We have been informed that no material discrepancies have been noticed by the management on such verification.

c. According to information and explanation given to us, the company does not hold any immovable property during the period dealt with by this report.

(ii) As per information and explanation given to us, physical verification of inventories

has been conducted once at the end of year which in our opinion is reasonable having regard to size and nature of business and we have been informed that no material discrepancy was noticed on physical verification.

(iii) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses 3(iii)(a) to (c) of the order are not applicable to the Company.

(iv) According to information and explanations given to us, the Company has complied

with the provisions of Section 185 of the Companies Act, 2013. (v) According to information and explanations given to us, the Company has not accepted

public deposits and hence the provision of section 73 to 76 or other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable;

(vi) According to information and explanations given to us, the Company is not liable to

maintain cost records as prescribed under section 148(1) of the Companies Act, 2013; (vii) In respect of timely deposit of statutory dues as applicable to Company: -

a. The company is generally regular in payment of its undisputed statutory dues such as Income Tax, Provident Fund, Wealth Tax, Service Tax and other statutory dues as applicable, to the appropriate authorities. There are no statutory dues outstanding as at March 31, 2016 for a period of more than six months from the date on when they became payable; and

b. According to information and explanations given to us, there is no outstanding

statutory dues on the part of Company which is not deposited on account of dispute.

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(viii) According to information and explanation given to us, the company has not defaulted

in repayment of loans or borrowings to any bank, government or dues to debenture-holders;

(ix) According to information and explanation given to us, the company has not raised

any money by way of initial public offer during the period covered by this report. Hence, requirement of sub- clause (ix) of the order are not applicable;

(x) During the course of our examination of books of accounts and according to

information and explanation given to us, no fraud on or by the company has been noticed or informed during the year.

(xi) According to information and explanations given to us, the Company has not paid

any managerial remuneration during the year;

(xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

(xiii) In our opinion, all transactions with the related parties are in compliance with

section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) According to information and explanations given to us, the Company has not made

any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review;

(xv) According to information and explanations given to us, the Company has not

entered into non- cash transactions with directors or persons connected with him; (xvi) In our opinion, the company is not required to be registered under section 45 IA of

the Reserve Bank of India Act, 1934 and accordingly, the provisions of sub- clause (xvi) of the Order are not applicable to the Company.

Signed for the purpose of identification

FOR V.N. PUROHIT & CO. Chartered Accountants Firm Regn. No. 304040E Sd/- Gaurav Joshi Partner Membership No. 516027 New Delhi, the 30th day of May 2016

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“ANNEXURE B” TO THE INDEPENDENT AUDITOR’S REPORT (As referred in paragraphs of our report)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of AF Enterprise Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

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Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that:- (1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of the assets of the company; (2) Provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorised

acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by Institute of Chartered Accountants of India”. FOR V.N. PUROHIT & CO. Chartered Accountants Firm Regn. No. 304040E Sd/- Gaurav Joshi Partner Membership No. 516027 New Delhi, the 30th day of May 2016

CIN- L65993DL1983PLC016354

Particulars Notes 31st March 2016 31st March 2015

(Rupees) (Rupees)

EQUITY AND LIABILITIES

Shareholders' fund

Share Capital 3 40,000,000 40,000,000

Reserves and Surplus 4 (11,064,802) (11,414,782)

Non-Current liabilities

Deferred tax liabilities (net) 5 2,661 2,507

Current liabilities

Short-Term Borrowing 6 1,390,000 2,500,000

Trade Payables 7 1,210,716 25,826,014

Short-Term Provisions 8 161,505 155,579

Total 31,700,080 57,069,318

ASSETS

Non-Current Assets

Fixed Assets

Tangible Assets 9 18,934 31,556

Current Assets

Inventories 10 - 105,490

Trade Receivable 11 9,243,915 25,328,011

Cash and Cash Equivalents 12 627,912 4,717,569

Loan and Advances 13 21,809,319 26,886,692

Total 31,700,080 57,069,318

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/-

Gaurav Joshi Abhishek Singh

Partner Director

Membership No. 516027 DIN: 03603706

Sd/- Sd/-

Neeraj Kumar Singh

CFO

PAN: CJAPS5588N

New Delhi, the 30th day of May 2016

DIN: 02994228

Mamta Surkali

Company Secretary

M.No. A40303


BALANCE SHEET AS AT 31ST MARCH 2016

For and on behalf of the Board of Directors of


Whole-Time Director

Santosh Kumar

77 33RD ANNUAL REPORT 2015-16

CIN- L65993DL1983PLC016354

Particulars Notes 31st March 2016 31st March 2015

(Rupees) (Rupees)

A. CONTINUING OPERATIONS

Income

Revenue from operations 14 182,429,889 105,665,148

Other Income 15 - 3,663

Total Revenue (I) 182,429,889 105,668,811

Expenses

Purchases of stock in trade 16 179,128,567 102,904,105

Changes in inventories 17 105,490 144,810

Employee benefit expenses 18 738,640 911,240

Depreciation & amortise expenses 9 12,622 21,037

Other administrative expenses 19 1,936,003 1,194,343

Total (II) 181,921,322 105,175,535

Profit/ (loss) before tax ( I - II) 508,567 493,276

Tax expenses

Current Tax 158,433 152,612

Deferred tax 154 (86)

Total Tax Expenses 158,587 152,526

Net Profit/ (Loss) after tax 349,980 340,750

Earning per share (EPS)

[nominal value of share Rs. 10/-]

Basic 0.0875 0.0852

Diluted 0.0875 0.0852

Summary of significant acounting polices 2






Sd/- Sd/-

Sd/- Santosh Kumar Abhishek Singh

Gaurav Joshi Whole-Time Director Director

Partner DIN: 02994228 DIN: 03603706

Membership No. 516027

Sd/- Sd/-

Mamta Surkali Neeraj Kumar Singh

Company Secretary CFO

M.No. A40303 PAN: CJAPS5588N



STATEMENT OF TRADING & PROFIT AND LOSS FOR THE PERIOD ENDED ON 31ST MARCH 2016




CIN- L65993DL1983PLC016354

31st March 2015

(Rupees) (Rupees)

CASH FLOW FROM OPERATING ACTIVITIES

Net profit before tax and after extra- ordinary items 362,756 514,313

Adjustments for items not included - -

Operating Profit before working capital changes 362,756 514,313

Working capital adjustments: -

(Increase)/ decrease in current loans and advances 5,077,373 4,119,344

(Increase)/ decrease in Trade receivables 16,084,096 (532,316)

(Increase)/ decrease in inventories 105,490 105,490

Increase/ (decrease) short term provision 5,926 13,407

(Increase)/ decrease current Assets - 31,556

Increase/ (decrease) in current liabilities (24,615,298) 75,362

Cash generated from operations (2,979,657) 4,327,156

Direct Taxes Paid (144,765)

Net cash flow from operating activities (A) (2,979,657) 4,182,391

CASH FLOW FROM INVESTING ACTIVITIES

Net cash flow from investing activities (B) - -

CASH FLOW FROM FINANCING ACTIVITIES

Net Proceeds from Borrowings (1,110,000) (700,000)

Net cash flow from financing activities (C) (1,110,000) (700,000)

Net cash flow during the year (A + B + C) (4,089,657) 3,482,391

Add: Opening cash and cash equivalents 4,717,569 1,235,178

Closing cash and cash equivalents 627,912 4,717,569

Components of cash and cash equivalents

Cash in hand 369,526 159,930

Deposit with banks in current accounts 258,386 4,557,639

Toal cash and cash equivalents (note 8) 627,912 4,717,569






Sd/- Sd/- Sd/-

Gaurav Joshi Santosh Kumar Abhishek Singh

Partner Whole-Time Director Director

Membership No. 516027 DIN: 02994228 DIN: 03603706

Sd/- Sd/-

Mamta Surkali Neeraj Kumar singh


New Delhi, the 30th day of May 2016 M.No. A40303 PAN: CJAPS5588N


CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH 2016


A F ENTERPRISES LIMITEDCIN- L65993DL1983PLC016354NOTES ANNEXED TO AND FORMING PART OF FINANCIAL STATEMENTS

1. Basis of preparation of Financial Statement

The Financial Statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these Financial Statements to comply in all material respect with the accounting standards notified under the Companies (Accounting standards) Rule, 2006, (as amended) and the relevant provision of the Companies Act, 2013.

The Financial Statements have been prepared on the accrual basis and under the historical cost convention.

2. Summary of significant accounting policies :

a. Use of estimatesThe preparation of Financial Statements in conformity with Indian GAAP requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on the management's best knowledge of current event and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future period.

b. Fixed assetsFixed assets are carried at the cost of acquisition or construction less accumulated depreciation. The cost of fixed assets includes non-refundable taxes, duties, freight and other incidental expenses related to the acquisition and installation of the respective assets.

c. DepreciationDepreciation on fixed asset is provided on the Written Down Value Method. Depreciation is provided based on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013.

d. Revenue recognitionHaving regards 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.

e. InventoriesInventories include Fabrics, Basmati Rice and Other Electronic Accessories held for sale in ordinary course of business. Valuation of them has been made at cost.

f. InvestmentsInvestments are stated at cost. Provision for diminution in value of investments is made only if such a decline is of permanent nature.



g. Cash and cash equivalentsCash and cash equivalents comprise cash- in- hand, cash at bank and short term investments with the original maturity of three months or less.

h. Taxes on IncomeTax expense comprises of current tax and deferred tax. Current tax is measured at the amount expected to be paid to the tax authorities, using the applicable tax rates. Deferred income tax reflect the current period timing differences between taxable income and accounting income for the period and reversal of timing differences of earlier years/period.

Deferred tax assets are recognised only to the extent that there is a reasonable certainty that sufficient future income will be available except that deferred tax assets, in case there are unabsorbed depreciation or losses, are recognised if there is virtual certainty that sufficient future taxable income will be available to realize the same.

Deferred tax assets and liabilities are measured using the tax rates and tax law that have been enacted or substantively enacted by the Balance Sheet date.

i. ProvisionsA provision is recognized when the company has a present obligation as a result of past event, it is probable that an outflow of resource embodying economic benefits will be require to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are review at the end of each reporting date and adjusted to reflect the current best estimates.

j. Earnings Per ShareBasic Earnings per Share has been calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Diluted Earnings per share has been computed by dividing the net profit after tax by the weighted average no. of equity shares considered for deriving basic earnings per share and also the weighted average no. of equity shares that could have been issued upon conversion of all dilutive potential equity shares.


CIN- L65993DL1983PLC016354

3. Share capital

(Rupees) (Rupees)

Authorised shares

45,000,000 45,000,000

Issued, subscribed and fully paidup shares

40,000,000 40,000,000

Total issued, subscribed and fully paidup share capital 40,000,000 40,000,000

a. Reconciliation of Shares outstanding at the beginning and at the end of reporting period

Nos. (Rupees) Nos. (Rupees)

Share Capital at the beginning of the period 4,000,000 40,000,000 4,000,000 40,000,000

Issue during the period - - - -

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

807,600 20.19% 807,600 20.19%

Kiran Mittal 201,500 5.04% 253,000 6.33%

Arcadia Share and Stock Brokers Pvt Ltd. 203,014 5.08% - -

4. Reserves and surplus

(Rupees) (Rupees)

Surplus/ (deficit) in statement of profit & loss

Balance as per last financial statements (11,414,782) (11,755,532)

Add: Profilt/ (loss) for the year 349,980 340,750

Net (deficit) in statement of profit and loss (11,064,802) (11,414,782)

(11,064,802) (11,414,782)


NOTES TO THE FINANCIAL STATEMENTS

As at 31st March 2015As at 31st March 2016

31st March 2016 31st March 2015

45,00,000 (31 March 2015: 45,00,000) equity shares of Rs.10 each

40,00,000 (31 March 2015: 40,00,000) equity shares of Rs.10 each

fully paid up

The company has issued only one class of equity share having nominal value of Rs. 10 per share. Each holder of equity

shares is entitled to one 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 the approval of shareholders in 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.


RMS Mosquto Private Ltd

As at 31st March 2016 As at 31st March 2015


AF ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS

5. Deferred tax liabilities (net)

Allowances under the Income Tax Act,1961 (Rupees) (Rupees)

Opening Balance 2,507 2,593

154 (86)

charged under Companies Act with Income Tax Act.

2,661 2,507

6. Short term borrowings

(Rupees) (Rupees)

Loans from Related Parties (Unsecured): -

From Directors 390,000 -

From Companies 1,000,000 2,500,000

1,390,000 2,500,000

7. Trade payable

(Rupees) (Rupees)

Sundry Creditors: -

For Goods 1,112,450 25,661,910

For Expenses 86,866 143,972

Vat Payable - 20,132

TDS Payable 11,400 -

1,210,716 25,826,014

8 Short-term provisions

(Rupees) (Rupees)

Provision for income tax 161,505 155,579

161,505 155,579

9 Fixed Assets (Tangible)

(Rupees) (Rupees)

As per Annexure Enclosed 18,934 31,556

18,934 31,556

10 Inventories

(Rupees) (Rupees)

Stock of Trading Goods (at cost): -

Computer Accessories - 95,700

Fabrics - 9,790

- 105,490

11 Trade receivables

(Rupees) (Rupees)

Unsecured, considered good

Outstanding for a period exceeding 6 months - -

Other receivables 9,243,915 25,328,011

9,243,915 25,328,011

As at 31st March 2015








Add: Tax effect of timing difference between depreciation





12 Cash and Cash Equivalents

(Rupees) (Rupees)

Cash in hand (as certified) 369,526 159,930

Balances with banks in current account 258,386 4,557,639

627,912 4,717,569

13 Short- term loans and advances

(Rupees) (Rupees)

Unsecured, considered good

Recoverable in cash or kind or value to be received 21,608,656 26,601,632

Security deposits - 36,000

Balance with government authorities: -

Tax deducted at source 160,527 210,063

Income tax refundable 40,136 38,997

21,809,319 26,886,692

14 Revenue from operations

(Rupees) (Rupees)

Sale/ Trading of Goods: -

Cloth fabrics 65,886,885 12,432,475

Rice 114,685,995 -

Electronic accessories 100,295 91,132,027

Interest income 1,756,714 2,100,646

182,429,889 105,665,148

15 Other income

(Rupees) (Rupees)

Miscellaneous income - 3,663

- 3,663

16 Purchase of Stock-in-Trade

(Rupees) (Rupees)

Purchase of Goods:-

Fabrics 65,975,747 12,405,298

Basmati Rice 113,152,820 -

Electronic Accessories - 90,498,807

179,128,567 102,904,105

17 Changes in inventories

(Rupees) (Rupees)

Inventories at the beginning of the year 105,490 250,300

Inventories at the end of the year - 105,490

105,490 144,810


For the year ended For the year ended



For the year ended

For the year ended



For the year ended


For the year ended


For the year ended

For the year ended



18 Employee benefit expenses

(Rupees) (Rupees)

Salaries and wages 629,522 850,000

Staff welfare expenses 109,118 61,240

738,640 911,240

19 Other administrative expenses

(Rupees) (Rupees)

Advertisement & Publication Expenses 63,596 52,555

Accounting Charges 84,000 84,000

Auditors Remuneration 22,900 22,472

Bank Charges 9,679 1,505

Business Promotion 2,400 -

Conveyance Expenses 275,167 211,258

Electricity & Water Charges 96,980 50,260

General Expenses 158,733 -

Interest Paid 102,736 -

ROC Expenses 6,600 28,500

News Paper, Books & Periodicals - 24,450

Loading & Unloading Expenses 37,460 -

Freight Expenses 177,990 -

Postage, Courier, Fax & Telegrams - 21,736

Printing and Stationery 37,220 92,750

Legal & Professional Charges 372,858 341,657

Rent Paid 311,400 144,000

Telephone & Mobile Expenses 137,100 110,400

Misc Expenses 39,184 8,800

1,936,003 1,194,343







20. 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 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.

21. Segment Information:

(a) The Company has identified four reportable segments viz., cloth fabrics, basmati rice, electronic accessories and advancing of loans after taking into account the nature of product and services and the differing risk and returns on such products and services. The accounting policies adopted for segment reporting are in line with the accounting policy of the company with following additional policies for segment reporting: -

(i) Revenue and expenses have been identified to a segment on the basis of relation to operating activities of the segment. Revenue and Expenses relates to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as “Un-allocable”.

(ii) Segment Assets and Segment Liabilities represent Assets and Liabilities in respective segments. Assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as “Un-allocable”.

(b) Primary Segment information: -

Particulars 31st March 2016 (Rs.) 31st March 2015 (Rs.)(i) Segment Revenue: -

Cloth fabrics 6,58,86,885 1,24,32,475Rice 11,46,85,995 NilElectronics accessories 1,00,295 9,11,32,027Advancing of Loans 17,56,714 21,00,646Un-allocable Nil 3,663Total Revenue 18,24,29,889 10,56,68,811

(ii) Segment Expenses: -Cloth Fabrics 6,59,85,337 1,24,05,298Rice 11,31,52,820 NilElectronics accessories 95,700 9,06,53,407Advancing of Loans Nil NilUn-allocable 26,87,465 21,16,830Total Expenses 18,19,21,322 10,51,75,535

(iii) Segment Profit Before Tax: -Cloth Fabrics (-)98,452 27,177Rice 15,33,175 NilElectronics accessories 4,595 4,78,620Advancing of Loans 17,56,714 21,00,646Un-allocable (-)26,87,465) (-)21,13,167Total Profit 5,08,567 4,93,276



(iv) Segment Assets: -Cloth Fabrics 21,39,000 9,790Rice 71,04,915 NilElectronics accessories Nil 2,54,23,711Advancing of Loans 2,16,08,656 2,66,01,632Un-allocable 8,47,509 50,34,185Total Assets 3,17,00,080 5,70,69,318

(v) Segment Liabilities: -Cloth Fabrics 11,12,450 9,92,540Rice Nil NilElectronics accessories Nil 2,56,55,076Advancing of Loans Nil NilUn-allocable 16,49,771 18,33,977Total Liabilities 27,62,221 2,84,81,593

(c) Secondary Segment information: -The Company does not have secondary segment division in respect of reportable segments.

22. 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.

23. Related party disclosures/ transactions

(a) Related Parties covered:

(i) Key Management Personnel Mr. Santosh Kumar (Wholetime Director)Mr. Abhishek Singh (Director)Ms. Charu Aggarwal (Director)Ms. Shweta Gupta (Director)Mr. Deepak Kumar (Director)Mr. Parveen Kumar (Director)Mr. Gaurav Kumar Pandey (Director)Mr. Neeraj Kumar Singh (CFO)Mr. Navneet Mangal (Past Director)Mr. Pankaj Bansal (Past Director)Ms. Varsha Bharti (Past Company Secretary)Ms. Mamta Surkali (Company Secretary)

(ii) Relatives of Key Management Personnel None

(iii) Enterprises owned or significantly influenced by the Key Management Personnel or their Relatives

RMS Mosquto Private Limited



(b) Transaction with Related Parties: -

Transaction with Nature of Transaction

31/03/2016 (Rs.)

31/03/2015 (Rs.)

Key Management Personnel:-Mr. Santosh KumarMs. Varsha BhartiMs. Mamta Surkali

Loan TakenSalary PaidSalary Paid

3,90,00050,00036,000

NilNilNil

Relatives of Key Management Personnel: None

Enterprises owned or significantly influenced by the Key Management Personnel or their Relatives:- None

24. Balance shown under head Sundry Debtors, Creditors and Advances are subject to confirmation.

25.Particulars

31/03/2016(Rs.)

31/03/2015(Rs.)

Earnings/ Remittances and/ or Expenditure in Foreign Currency

Nil Nil

26. Particulars31/03/2016

(Rs.)31/03/2015

(Rs.) Contingent Liability not provided for Nil Nil

27. Figures have been rounded off to the nearest rupees.

28. Figures in brackets indicate negative (-) figures.

29. Previous Year’s Figures have been re- arranged or re- grouped wherever considered necessary.

Signed for the purpose of Identification

FOR V.N. PUROHIT & CO.Chartered AccountantsFirm Regn. 304040E

Gaurav JoshiPartnerMembership No. 516027


For and on behalf of Board of Directors ofA F ENTERPRISES LIMITED

Santosh Kumar Abhishek Singh Mamta Surkali

Director Director Company SecretaryDIN: 02994228 DIN: 03603706 M. No. A40303

Neeraj Singh CFO


CIN- L65993DL1983PLC016354

NOTES TO THE FINANCIAL STATEMENTS

Note - 09 (Fixed Assets) (Amount in Rupees)

Rate

Balance

as at

1 April, 2015

Additions /

Deletion

Balance

as at

31 March, 2016

Balance

as at

1 April, 2015

Depreciation

during the

year

Balance

as at

31 March,

2016

W.D.V. as on

31.03.16

W.D.V. as on

31.03.2015

I. Intangible Assets

II. Tangible Assets

(a) Computers 40.00% 52,593 - 52,593 21,037 12,622 33,659 18,934 31,556

Total 52,593 - 52,593 21,037 12,622 33,659 18,934 31,556

Previous year 52,593 - 52,593 - 21,037 21,037 31,556 52,593




Sd/- Sd/-

Sd/-

Gaurav Joshi

Partner

Membership No. 516027 Sd/- Sd/-


New Delhi, the 30th day of May 2016 Mem. No.-A40303



Abhishek SinghSantosh Kumar

Whole-Time Director Director


Tangible assets GROSS BLOCK DEPRECIATION NET BLOCK

DIN: 02994228 DIN: 03603706

PAN: CJAPS5588N

Mamta Surkali Neeraj Kumar Singh


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




Sd/- Sd/-

Sd/- Santosh Kumar

Gaurav Joshi Whole-Time Director

Partner

Sd/- Sd/-

New Delhi, the 30th day of May 2016 PAN: CJAPS5588NMem. No.-A40303

Neeraj Kumar Singh

CFO

Mamta Surkali

Company Secretary


DIN: 02994228 DIN:03603706

Abhishek Singh

Director

Limited Company

Annexure I

PART A


DSM - 334, IIIrd Floor, DLF Tower,

Shivaji Marg,Delhi - 110015

AAACA0482D

31.03.2016

2016-2017

PART B

Nature of business or profession in respect of every

business or profession carried on during the previous year

Current year Preceding Year

40,000,000 40,000,000

- -

(11,064,802) (11,414,782)

- -

1,390,000 2,500,000

1,374,882 25,984,100

31,700,080 57,069,318

182,429,889 105,665,148

3,195,832 2,616,233

- -

- -

- -

For and on behalf of the Board of

Directors of A F Enterprises Limited

158,433 152,612

- -

12,622 9,907

508,567 493,276


Annexure - 2

Computers 60% 13,480 - - 13,480 8,088 5,392

13,480 - - 13,480 8,088 5,392




Sd/- Sd/-

Sd/-

Gaurav Joshi

Partner

Sd/- Sd/-

Mamta Surkali

CFO

New Delhi, the 30th day of May 2016 Mem. No.-A40303 PAN: CJAPS5588N

Neeraj Kumar Singh

Company Secretary

Santosh Kumar

Whole-Time Director

DIN: 02994228


For and on behalf of the Board of

Directors of A F Enterprises Limited

DIN:03603706

Abhishek Singh

Director

TOTAL


DEPRECIATION CHART FOR THE YEAR ENDED 31.03.2016

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



A F ENTERPRISES LIMITED Regd. Office: DSM- 334, DLF TOWER, SHIVAJI MARG, DELHI- 110015,

CIN: L65993DL1983PLC016354 Website: www.afenterprisesltd.com

E-mail Id: [email protected] Ph: 011-45084850

ATTENDANCE SLIP (To be handed over at the entrance of the meeting hall)

33rd ANNUAL GENERAL MEETING – SEPTEMBER 27, 2016

Members’ Name and Address details

Reg. Folio No.

DP & Client No.

No. of Shares Held

I certify that I am a registered Shareholder/Proxy for the registered shareholder of the Company. I

hereby record my presence at the 33rd Annual General Meeting of the Company at Navkar Tirth Atisey,

Village Neewal, Near Mahaviday Kestra, Ghevra More, Rohtak Road, Delhi at 09.30 a.m. on Tuesday, the

27th September, 2016.

Member’s Name: ____________ Proxy’s Name:_______________

Member’s/Proxy’s Signature________________

ELECTRONIC VOTING PARTICULARS

Electronic Voting Sequence Number (EVSN)

User id Password

Please use existing user id and password

Note: Please refer to the instruction printed under the Notes to the Notice of the 33rd Annual General

Meeting. The E-voting period starts Friday, 23-09-2016 at 9:00 am IST and ends on Monday 26-09-2016

at 5:00 pm IST. The E-Voting portal shall be disabled by NSDL immediately after 5:00 pm IST on 26-09-

2016




A F ENTERPRISES LIMITED Regd. Office: DSM- 334, DLF TOWER, SHIVAJI MARG, DELHI- 110015,

CIN: L65993DL1983PLC016354 Website: www.afenterprisesltd.com E-mail Id: [email protected] Ph: 011-45084850

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]

Name of the Member(s)

Registered Address

E-mail Id Folio No /Client ID DP ID

Name : E-mail Id:

Address:

Signature , or failing him

as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 33rd Annual General Meeting

of the company, to be held on Tuesday, the 27th day of September at 9:00 A.M. at Navkar Tirth Atisey, Village Neewal, Near Mahaviday Kestra, Ghevra More, Rohtak Road, Delhi and at any adjournment thereof in

respect of such resolutions as are indicated below: Sl.

No.

Resolution(S) I /we assent to

the Resolution

(FOR)

I /we

dissent to

the

Resolution

(AGAINST)

1. Adoption of statement of Profit & Loss, Balance Sheet, report of Director’s and Auditor’s for the financial year 31st March, 2016

2. To appoint a Director in place of Mrs. Charu Aggarwal (DIN: 06632839), who retires by rotation and being eligible offers himself for re-appointment.

3. To Ratify the appointment of auditors of the Company and to fix their Remuneration

4. Appointment of Mr. Gaurav Kumar Pandey (DIN: 07530385) as an Independent Director of the Company.

5. Appointment of Mr. Deepak Kumar (DIN: 07488211) as an Independent Director of the Company.

6. Appointment of Mr. Parveen Kumar (DIN: 07488246) as Director of the Company.

7 Appointment of Mrs. Shweta Gupta (DIN: 07452923) as Director of the Company.

* Applicable for investors holding shares in Electronic form. Signed this ___day of _____20___

Signature of Shareholder Signature of Proxy holder Signature of the shareholder across Revenue Stamp

Note: 1) 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. 2) The proxy need not be a member of the company. ELECTRONIC VOTING PARTICULARS

EVEN (Remote E -Voting Event Number) USER ID PASSWORD

Notes: 1) Each equity share of the Company carries one vote.

2) Please read carefully the instructions printed overleaf before exercising the vote.

Affix

Revenue

Stamps




ROAD MAP FOR VENUE OF THE 33RD AGM

VENUE OF AGM

Navkar Tirth Atisey, Village Neewal, Near Mahaviday Kestra, Ghevra More, Rohtak Road,

Delhi