To
The Members,
The Directors of the Company take pleasure in presenting the 41st Annual
Report on the business and operations of the Company along with the Audited Financial
Statements (Standalone and Consolidated) for the financial year ended 31st
March 2024.
1. FINANCIAL SUMMARY & HIGHLIGHTS
(Amount in Thousands)
| Particulars |
Consolidated Financial Results |
Standalone Financial Results |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
| Revenue From Operations |
85,013.85 |
2,42,867.93 |
85,013.85 |
2,41,847.93 |
| Other Income |
10,073..87 |
54,279.45 |
9,956.68 |
53,768.83 |
| Total Revenue |
95,087.72 |
2,97,147.38 |
94,970.53 |
2,95,616.83 |
| Cost of materials consumed |
38,450.32 |
76,075.45 |
38,450.32 |
76,075.45 |
| Purchase of Stock in Trade |
5,184.20 |
1,49,972.18 |
5,184.20 |
1,49,972.18 |
| Change in Inventories of Finished Goods, Stock in Trade and work in Progress |
165.25 |
718.80 |
115.15 |
718.80 |
| Operating Expenses |
8,850.78 |
9.561.13 |
8,850.78 |
9,561.13 |
| Employee Benefit Expense |
3,229.83 |
19,051.20 |
3,229.83 |
13,108.72 |
| Finance Cost |
1,835.26 |
2,611.56 |
1,692.36 |
1,850.81 |
| Depreciation and Amortization Expenses |
11,112.83 |
12,544.99 |
11,010.14 |
12,296.92 |
| Other Expenses |
37,064.31 |
30,921.64 |
36,035.24 |
27,124.88 |
| Total Expenses |
1,05,892.78 |
3,01,456.95 |
1,04,838.02 |
2,90,708.89 |
| Profit/ (Loss) before exceptional items and tax. |
(10,805.06) |
(4,309.57) |
(9,86.49) |
4,907.87 |
| Exceptional Items |
10,000 |
13,075.00 |
10,000 |
13,075.00 |
| Profit/ (Loss) before Tax |
(805.06) |
8.765.43 |
132.51 |
17,982.87 |
| Tax Expense |
2577.46 |
5360.85 |
2,342.41 |
(7662.82) |
| Profit for the Year |
1,772.4 |
14,126.28 |
2,474.93 |
10,320.05 |
| Other Comprehensive Income |
44.02 |
108.88 |
44.02 |
108.88 |
| Total Comprehensive Income |
1,816.42 |
14,235.16 |
2,518.95 |
10,428.93 |
2. OPERATIONAL HIGHLIGHTS
During the financial year under review, the company experienced a significant decrease
in total revenue. On a consolidated basis, total revenue declined from ^242,867.93
thousand in FY 2022-23 to ^85,013.85 thousand in FY 2023-24. Similarly, on a standalone
basis, total revenue decreased from ^241,847.93 thousand in FY 202223 to ^85,013.85
thousand in FY 2023-24.
The net profit also saws a notable decline. On a consolidated basis, net profit
decreased from ? 3,404.58 thousand in FY 2022-23 to ^1,772.40 thousand in FY 2023-24. On a
standalone basis, net profit fell from ^10,320.05 thousand in FY 2022-23 to ^2,474.93
thousand in FY 2023-24.
3. THE CHANGE IN NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the year or
subsequently.
4. CONTRIBUTION TO THE EXCHEQUER
The Company has contributed Rs. 54.55 Lakhs to the exchequer by way of Income tax,
customs duty, goods and service tax, etc.
5. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and the reviews performed by management and the relevant board
committees, including the audit committee, the board is of the opinion that the Company's
internal financial controls were adequate and effective during the financial year
2023-2024. The details in respect of internal financial control and their adequacy are
included in the Management Discussion & Analysis, which forms part of this report.
6. PUBLIC DEPOSITS
During the year under review, the company has not accepted any deposit under Section 73
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
7. SHARE CAPITAL & FINANCE
a) Share Capital
The Authorized Share Capital of the Company as on March 31, 2024 stood at
Rs.41,00,00,000/- divided into 41,00,00,00 equity shares of Rs. 10/- each. The Paid up
Equity Share Capital as at March 31, 2024 stood at Rs.14,11,36,360/-divided
into1,41,13,636 equity shares of Rs.10/-each fully paid.
The Company's Authorized Share capital stood at 41,00,00,000 divided into 41,00,00,00
equity shares of Rs. 10/- each.
b) Finance
The Borrowings of the Company comprises of external commercial borrowings, term loan
and working capital facilities. The debts (including interest) are being serviced
regularly.
c) Particulars of Loans, Guarantees or Investments
Details of Loans, Guarantees or Investments covered under the provisions of Section 186
of the Companies Act, 2013 ("the Act") are given in the notes to the financial
statements.
8. BUSINESS RESPONSIBILITY REPORT
As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top five hundred (500)
listed entities based on market capitalization shall contain the Business Responsibility
Report in their Annual Report. As the Comp any does not fall under top 500 listed
Companies based on market capitalization, therefore, this regulation is not applicable to
the Company.
9. MANAGEMENT DISCUSSION & ANALYSIS REPORT
In terms of the Regulation 34(2)(e) of SEBI Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management's Discussion and Analysis Report (MDAR) is
set out in the Annual Report. Annexure-VII
10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
During the financial year 2023-24, no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company's
operations in the future.
11. TRANSFER TO RESERVES:
During the year under review, the company has not transferred any amount to the General
Reserve.
12. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
The Company's Wholly owned Subsidiary is Aunik IT Solutions Private Limited. Company do
not have any Joint Ventures or any Associate Companies. Pursuant to the provisions of the
Rule 8 of Companies (Accounts) Rules, 2014, a statement containing salient features of the
financial statements of the Company's subsidiaries, associates and joint venture companies
in FormAOC-1ist attached as Annexure II.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company
having net worth of rupees five hundred crore or more, or turnover of rupees one thousand
crore or more or a net profit of rupees five crore or more during any financial year shall
constitute a Corporate Social Responsibility Committee of the Board and shall formulate a
Corporate Social Responsibility Policy. The Company is not falling under the preview of
said section during the year.
14. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Act, the Annual Return
of the Company as at 31st March, 2024 is uploaded on the website of the Company at
https://afenterprisesltd.in/announcement/
15. VIGIL MECHANISM POLICY
The Vigil Mechanism Policy of the Company deals with instances of actual or suspected
unethical behavior, fraud, etc. The Audit Committee reviews the functioning of the Policy.
The details of the Vigil Mechanism has been elaborated in the Corporate Governance Report
and posted on the Company's website https://afenterprisesltd.in/our-policies/
16. TRANSFER TO IEPF
In accordance with the provisions of Sections 124, 125 of the Act, read with the IEPF
(Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as
"IEPF Rules") the amount of dividend or any other amount remaining unclaimed or
unpaid for a period of seven consecutive years is required to be transferred to the IEPF
Authority. The shares in respect of which dividend remained unclaimed or unpaid for seven
consecutive years or more, shall also be liable for transfer to the demat account of the
IEPF Authority.
The shareholders may note that the Company has not declared dividend yet so this clause
shall not be applicable to the Company.
17. BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
Your Company is managed and controlled by a Board comprising an optimum blend of
Executives and NonExecutive Professional Directors. As on March 31, 2024; the Board of
Directors consists of Five (5) Directors including one (1) Whole Time Director, one (1)
Executive Director Two (2) Non-executive Independent Director and One (1) Non Executive
and Non Independent Director including one Woman Director. All the Directors possess the
requisite qualifications and experience in general Corporate Management, Finance, banking
and other allied fields which enable them to contribute effectively to the Company in
their capacity as Directors of the Company.
| Sr. No. |
Name Of Director |
Designation |
Din |
Date Of Appointment |
Date Of Appointment At Current Designation |
Date Of Resignation |
| 1. |
Mr. Abhishek Singh |
Chief Financial Officer& Whole Time Director |
03603706 |
30.05.2019 |
30.05.2019 |
- |
| 2. |
Mr. Santosh Kumar Kushawaha |
Managing Director |
02994228 |
30.05.2019 |
03.06.2021 |
- |
| 3. |
Mr. Tinku Kathuria |
Independent Director |
08699650 |
14.02.2020 |
14.02.2020 |
- |
| 4. |
Ms. Preeti |
Independent Director |
09662113 |
02.09.2022 |
02.09.2022 |
31-08-2024 |
| 5. |
Mr. Manishkumar Prafulbhai Mehta |
Non-Executive Director |
07656957 |
03.09.2023 |
03.09.2023 |
|
During the year under review following changes took place in the Board of Directors and
Key Managerial Persons:
1. Mr. Manishkumar Prafulbhai Mehta appointed as Non-Executive Director w.e.f
03.09.2023
2. Ms. Payal Sachdeva the Company Secretary of the Company had resigned during the
financial year 202324.
3. Mr. Vikram Sharma has resigned as Non- Executive Director on 30.05.2023.
4. Ms. Neha Srivastava appointed as a Company Secretary of the company with effect from
19.03.2024. None of the Directors have attained the age of seventy -five years.
11.1 Meetings of Board and Committees
In accordance with the regulatory requirements, the Board of Directors has constituted
Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee and Right Issue Committee
The details with respect to the composition, terms of reference, number of meetings
held, etc. of the Board and that of the Committees are disclosed in the Report on
Corporate Governance, which forms part of the Annual Report.
11.2 Board Evaluation
The annual evaluation of the performance of the Board of Directors, Committee of the
Directors individually has been made as more particularly specified in the Corporate
Governance Report.
11.3 Remuneration Policy
The details of the Remuneration Policy forms part of the Corporate Governance Report
the information relating to remuneration as required pursuant to Section 197 of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
a. Number of permanent employees on the rolls of the Company -18(Eighteen)
b. During the year every employee got 7% increment on the salaries of employees in last
financial year.
It is hereby affirmed that the remuneration paid during the year is as per the
Remuneration Policy of the Company.
18. DECLARATION BY THE INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the Companies
Act, 2013 and Listing Regulations.
19. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise
was carried out to evaluate the performance of individual Directors, including the
Chairman of the Board who were evaluated on parameters such as level of engagement and
contribution and independence of judgment thereby safeguarding the interest of the
Company.
The performance evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and the Non Independent Directors was
carried out by the Independent Directors. The board also carried out an annual performance
evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder
relationship committee. The Directors expressed their satisfaction with the evaluation
process. The Board of Directors reviewed all the laws applicable to the company, prepared
by the company and taking steps to rectify instances of non-compliances.
20. PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration in excess of
limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are mentioned below:
(A) Information as per Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
| Name of The Director/and KMP |
Designation |
Remuneration (In Lakhs) 2023-24 |
Remuneration in Consideration |
Resignation Dated |
| Mr. Santosh Kumar Kushawaha |
Managing Director |
00 |
- |
- |
| Mr. Abhishek Singh Mr. Tinku Kathuria |
CFO Non-Executive Independent Director |
6.00 |
- |
- |
| Mrs. Preeti |
Non-Executive Independent Director |
00 |
- |
31-08-2024 |
| Mr. Manishkumar Prafulbhai Mehta |
Non-Executive NonIndependent Director |
00 |
|
|
| Mrs. Neha Srivastav |
Company Secretary |
7.13 |
- |
- |
21. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors of the company confirm that;
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed and there is no material departures;
(b) They had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company at the end of the financial year and of the profit
of the company for that period;
(c) They had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) They had prepared the annual accounts on a going concern basis;
(e) They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively.
(f) They had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
22. RELATED PARTY TRANSACTIONS
In compliance with the provisions of the SEBI Listing Regulations and the Act, the
transactions with related parties are entered into with the approval of the Audit
Committee and the Board of Directors. The omnibus approval of the Audit Committee is
obtained for transaction which are repetitive in nature.
The Policy on Related Party Transactions can be accessed at
https://afenterprisesltd.in/our-policies/
All transactions with related parties were on arm's length basis and in the ordinary
course of business and necessary approvals were obtained, wherever required. There were no
material related party transactions. The necessary disclosures regarding the transactions
are given in the notes to the financial statements.
None of the Directors and the KMP has any pecuniary relationships or transactions vis-a-vis
the Company other than those disclosed in the financial statements.
23. INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the 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 disclosures.
The Company's Internal Control Systems are commensurate with the nature of its business
and the size and complexity of its operations. It comprises audit and compliance by
internal audit checks by, M/s CAAN& Associates a Chartered Accountant as Internal
Auditors of the Company.
The Internal Auditors independently evaluate the adequacy of internal controls and
concurrently audit the financial transactions and review various business processes.
Independence of the Internal Auditors and therefore compliance is ensured by the direct
report of internal audit division and Internal Auditors to the Audit Committee of the
Board.
24. RISK MANAGEMENT
Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and
implement the Risk Management Policy for the Company including identification therein of
elements of risk, if any, which is in the opinion of the Board may threaten the existence
of the Company. These are discussed at the meeting of the Audit Committee and the Board of
Directors of the Company.
At present the Company has not identified any element of risk which may threaten the
existence of the Company.
25. PREVENTION OF INSIDER TRADING
The Company has a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and certain designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and designated employees while in
possession of unpublished price sensitive information in relation to the Company and
during the period when the trading window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
26. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER-SE
None of the Directors are related to each other.
27. SECRETARIAL STANDARDS
The Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and
Secretarial Standard on General Meetings (SS-2) whenever it has applicable. The Company
will comply with the other Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI)as and when
they are made mandatory.
28. AUDITORS
22.1 STATUTORY AUDITORS
Pursuant to the provisions of section 139(8) of the Companies Act, 2013 and rules frame
thereunder M/s. S. Agarwal & Co., Chartered Accountants (FRN: 000808N), were appointed
as a Statutory Auditors of the Company for a period of five years from the conclusion of
40th Annual General Meeting held in 2023 till the conclusion of 45th Annual General
Meeting of the Company to be held in 2028, at such remuneration plus applicable taxes, and
out of pocket expenses, as may be determined in consultation with the Auditors and duly
approved by the members of the Company.
22.2 AUDITOR'S REPORT
The Auditor's Report for financial year ended March 31, 2024, does not contain any
qualification, reservation or adverse remarks. All Observations made in the Independent
Auditors' Report and Notes forming part of the Financial Statements are self-explanatory
and do not call for any further comments and also, there is no incident of fraud requiring
reporting by the auditors under section 143(12) of the Companies Act, 2013 during the
year. The Auditor's report is enclosed with the financial statements in this Auditor's
Report.
22.3 SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed
M/s Sumit Bajaj & Associates, Company Secretaries to carry out Secretarial Audit, for
the financial year ended March 31,2024.
The report of the Secretarial Auditor is given in "Annexure-I". The
Secretarial Audit Report does not contain any qualification, reservation of adverse
remark.
22.4 INTERNAL AUDITOR
Pursuant to provisions of Section 138, read with the rules made there under, the Board
has appointed M/s CAAN& Associates a Chartered Accountant Firm having FRN: 025675N as
an Internal Auditor of the Company for the financial year 2023-2024, to check the internal
controls and the functioning of the activities of the Company and also recommends ways of
improvement. He has provided an Internal Audit Report of the Company for the financial
year ended March 31, 2024. The Internal audit is carried out quarterly basis and the
report is placed in the Audit Committee Meeting and Board Meeting for their consideration
and direction.
22.5 COST AUDITORS
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, the cost audit is not applicable to the Company.
22.6 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION& FOREIGN EXCHANGE
(A) Conservation of energy:
(i) Steps taken or impart on conservation of energy : - Required steps have been taken
by the Company
(ii) Steps taken by the company for utilizing alternate sources of energy: - Required
steps have been taken by the Company
(iii) Capital Investment on energy conservation equipment:- NIL
(B) Technology absorption
(I) Efforts made towards technology absorption:- As the Company is not using any
borrowed technology no such steps are required.
(II) benefit derived :- NA
(III) In case of imported technology-N.A.
a) The detail of technology imported
b) The year of import
c) Whether the technology been fully absorbed
d) If not fully absorbed areas where absorption has not been taken place, and the
reasons thereof
(IV) Expenses incurred on R & D: NIL
(C) Foreign Exchange Earnings And Outgo
(Amount in Rs. 000)
| PARTICULARS |
CURRENT YEAR |
PREVIOUS YEAR |
| F oreign Exchange Outgo |
Nil |
-- |
| F oreign Exchange Earning |
Nil |
13482.30 |
29. BUSINESS RESPONSIBILITY REPORT
As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top five hundred (500)
listed entities based on market capitalization shall contain the Business Responsibility
Report in their Annual Report. As the Company does not fall under top 500 listed Companies
based on market capitalization, therefore, this regulation is not applicable to the
Company.
30. CORPORATE GOVERNANCE
During the year under review, the Company has complied with the requirements of
Corporate Governance and a report on the same along with the Auditor's Certificate
confirming compliance is attached with and forms part of this report.
31. PREVENTION OF SEXUAL HARRASMENT
The Company is an equal opportunity provider and has zero tolerance in any form or
manner towards the sexual harassment of women at work place. In accordance with the Sexual
Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013, the
Company has formulated a policy on prevention, prohibition and redressal of sexual
harassment of women at work place. The Company has constituted Internal Complaints
Committee which meets as and when required.
No complaints pertaining to sexual harassment of women employees were received during
the year.
32. ISO CERTIFICATION
The Company continued to be certified under ISO 9001:2015 for quality management
systems, ISO 14001:2015 for environment management systems and ISO 45001:2018 for
Occupational Health and Safety Management System by UK Certification & Inspection Ltd.
33. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF
THE FINANCIAL YEAR AND DATE OF REPORT
Our Company is subject to various legal proceedings from time to time, primarily
arising in the ordinary course of business. There is no outstanding litigation which has
been considered material in accordance with our Company's ‘Policy for Determination
of Materiality', framed in accordance with Regulation 30 of the SEBI Listing Regulations.
However, solely for the purpose of the Issue, the following outstanding litigations have
been disclosed in this section of this report, to the extent applicable: any outstanding
civil litigation, including tax litigation, involving our Company, where the amount
involved is where the amount involved is 20% of Turnover or Net Worth of the Company for
the immediately preceding financial year ("Materiality Threshold") or above.
Except as disclosed below, there are no outstanding litigation with respect to (i)
issues of moral turpitude or criminal liability on the part of our Company; (ii) material
violations of statutory regulations by our Company; (iii) economic offences where
proceedings have been initiated against our Company;(iv) any pending matters, which if
they result in an adverse outcome, would materially and adversely affect our operations or
our financial position.
- The Company has initiated the process of Issue of Equity Shares on Right basis to
existing equity shareholders. The company received the in-principle approval from Stock
exchange dated 08.03.2023. Due to adverse market conditions the company did not received
minimum subscription as per regulation minimum subscription as per requirement of
Regulation 86 (1) of Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018. Accordingly, In the event of non-receipt of
minimum subscription referred to in sub-regulation (1) of Regulation 86 of Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018,
Company on 8th May, 2023 has already refunded all the application monies received from the
applicants which is refunded within the timeline as prescribed under Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
and no share has been allotted till date with respect to right shares.
-There is liability of Rs. 542.00 Lakhs on account of Demand from the GST Department,
our Company has filed an appeal with higher authority(ies) which is under process.
-In the matter of M/s. Findoc Finvest Pvt Ltd (Petitioner) and M/s. AF Enterprises
Limited (Respondent) under Section 7 of the Insolvency and Bankruptcy Code, 2016, before
the National Company Law Tribunal (NCLT) at New Delhi concerning an amount of Rs 210.00
Lakhs. M/S Findoc Finvest Pvt Ltd sanctioned a loan of Rs 500 lakhs to M/S AF Enterprises
Limited, but the sanctioned amount has not been fully disbursed. Consequently, M/S AF
Enterprises Limited has not been able to complete its project due to a shortage of funds.
Litigation involving Tax Liabilities
| Sr. No. |
Section Code |
Date of demand raised |
Demand Reference No. |
Assessment Year |
Outstanding Demand Amount |
Accrued Interest |
Outstanding Demand Amount |
| 1 |
U/s 154 |
17/03/2024 |
202320174041587117 0C |
2017 |
37,92,477 |
- |
37,92,477 |
| 2 |
U/s143(1)( a) |
01/05/2020 |
202020193700217821 5C |
2019 |
9,60,250 |
1,82,438 |
11,42,688 |
| 3 |
U/s143(3) |
28/03/2024 |
202320223724654737 5C |
2022 |
13,5,21,170 |
20,28,165 |
1,55,49,335 |
| 4 |
U/s143(1)( a) |
30/04/2024 |
202420233724726903 2C |
2023 |
25,73,510 |
51,470 |
26,24,980 |
34. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors duly met 09 times during the year i.e.
• 30.05.2023
• 18.06.2023
• 14.08.2023
• 28.08.2023
• 03.09.2023
• 14.11.2023
• 27.01.2024
• 14.02.2024
• 19.03.2024
in respect of which notices were given and the proceedings were recorded and signed.
The intervening gap between any two meetings was within the period prescribed by the
Companies Act, 2013.The details of Board meetings and the attendance of Directors in such
meetings are given in the Corporate Governance Report forming part of this Annual Report.
35. COMMITTEES AND THEIR MEETINGS
A. Audit Committee
The Company has an Audit Committee of Directors in compliance with provisions of the
Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Committee comprises of:
• Mr. Tinku Kathuria (Chairman & Independent Director),
• Ms. Preeti (Member, Independent Director) and
• Mr. Abhishek Singh (Member, Executive Director)
The terms of reference of the Audit Committee inter alia include overseeing the
financial reporting process, reviewing the financial statements and recommending the
appointment of Auditors. All the recommendations made by Audit Committee were accepted.
During the year Five (5) Audit Committee Meetings were held;
• 30.05.2023
• 18.06.2023
• 03.09.2023
• 14.11.2023
• 14.02.2024
B. NOMINATION AND REMUNERATION COMMITTEE
The Company has a Nomination & Remuneration Committee of Directors in compliance
with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
The Committee's scope of work includes nominate the directors as per their
qualifications, experience and positive attributes, deciding on remuneration and policy
matters related to remunerations of Directors and laying guidelines for remuneration
package or compensation etc.
The Committee comprises of:
• Ms. Preeti (Independent Director & Chairperson)
• Mr. Tinku Kathuria (Member, Independent Director)
• Mr. Vikram Sharma (Member, Non- Executive Director), Resigned on 30.05.2023
• Mr. Manishkumar Prafulbhai Mehta (Member, Non-Executive - Non Independent
Director) Appointed on 03-09-2023
During the year (04) Nomination and Remuneration Committee Meeting was held on;
• 30.05.2023
• 03.09.2023
• 14.11.2023
• 19.03.2024
C. STAKEHOLDERS & RELATIONSHIP COMMITTEE
The Company has a Stakeholder Relationship Committee of Directors in compliance with
provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 to look into the redressed of complaints of
investors such as transfer or credit of shares, non-receipt of dividend/notices /annual
reports, etc.
The Committee comprises of:
• Mr. Tinku Kathuria (Independent Director& Chairman) and
• Ms. Preeti (Member, Independent Director)
• Mr. Santosh Kumar Kushawaha (Member, Executive Director).
• Mr. Vikram Sharma (Member, Non-Executive Director) Resigned on 30.05.2023
The Company has a Stakeholder Relationship Committee of directors to look into the
redressal of complaints of investors such as transfer or credit of shares, non-receipt of
dividend/notices /annual reports, etc.
During the year (03) Stakeholders & Relationship Committee Meeting was held on;
• 30.05.2023
• 14.11.2023
• 27.01.2024
36. CORPORATE GOVERNANCE CERTIFICATE
The Company believes that the essence of Corporate Governance lies in the phrase
"Your Company". The Chairman and Directors are "Your" fiduciaries and
trustees. Their objective is to take the business forward in such a way that it maximizes
"Your" long term value. Besides, adhering to the prescribed Corporate Governance
practices as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the company also endeavors to share information with its stakeholders openly and
transparently on matters which have a bearing on its economic and reputational interest.
The Corporate Governance Report is a part of this Annual report.
A certificate from Secretarial Auditors of the company regarding the compliance of the
conditions of Corporate Governance by the Company as stipulated under Schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is also attached to
this Annual Report.
37. HUMAN RESOURCES
The Management has a healthy relationship with the officers and the Employee.
38. POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION& DISCHARGE OF THEIR DUTIES
A Nomination and Remuneration Committee has been constituted under section 178 of the
Companies Act, 2013 for formulization the criteria for determining qualifications,
positive attributes and independence of a Directors and recommend to the Board a policy
relating to the remuneration for the Directors, Key Managerial Personnel and other
employees. Further, the Directors of the Company are being paid remuneration as approved
by the Shareholders and Board as per the provisions of the Act and rules made thereunder.
39. FORMAL ANNUAL EVALUATION
The Nomination and Remuneration Committee of the Company has formulated Evaluation
Policy during the year, which was approved by the Board of Directors. The Policy provides
for evaluation of the Board, the Committee of the Board and individual Directors,
including the Chairman of the Board. The policy provides that evaluation of the
performance of the Board as a whole, Board Committees and Directors shall be carried out
on an annual basis.
40. WHOLE TIME DIRECTOR & CFO CERTIFICATE ON CODE OF CONDUCT
The Board has laid down a specific code of Conduct for all Board Members and Senior
Management of the Company. All the Board Members and Senior Management Personnel have
affirmed compliance with the Code on annual basis. In this regard certificate from Whole
Time Director and CFO as required under Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is
attached herewith as per Annexure-V.
41. CAUTIONARY NOTE
The statements forming part of the Board's Report may contain certain forward looking
remarks within the meaning of applicable securities laws and regulations. Many factors
could cause the actual results, performances or achievements of the Company to be
materially different from any future results, performances or achievements that may be
expressed or implied by such forward looking statements.
42. APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND AS)
The financial statements have been prepared in accordance with the Indian Accounting
Standards (Ind AS) specified under section 133 of the Companies Act, 2013, read with Rule
3 of the Companies (Indian Accounting Standards) Rules, 2015.
ACKNOWLEDGEMENTS
The Board of Directors acknowledges with gratitude the co-operation extended by the
Company's Bankers and also appreciates the continued trust and confidence reposed by the
Shareholders in the management. They also place on record their appreciation for the
valuable contribution and whole hearted support extended by the Company's employees at all
levels.
By the Order of the Board AF Enterprises Limited
|
Sd/- |
Sd/- |
| Date: 29/08/2024 |
Abhishek Singh |
Santosh Kumar |
| Place: Delhi |
Director |
Kushawaha |
|
DIN: 03603706 |
Managing Director |
|
|
DIN:02994228 |
|