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Asutosh Enterprises Ltd.

BSE: 512433 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE508W01018
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Asutosh Enterprises Ltd. (ASUTOSHENTERPRI) - Director Report

Company director report

To the Members

The Directors of the Company have pleasure in presenting their Annual Report togetherwith the Audited Accounts for the Financial year ended 31s! March 2017.

COMPANY PERFORMANCE

2016-2017 2015-2016
FINANCIAL RESULTS Rs. Rs.
Total Revenue 4981727 3813300
Net Profit after Tax 3448761 2987744
Add: Opening Balance in Statement of Profit & Loss 51146289 48756094
Less: Transferred to RBI Reserve Fend 689752 597549
Closing Balance 53905298 51146289

DIVIDEND

The Directors have considered to plough back the profit in business for betterfinancial strength and as such they have not recommended any dividend for the year underreview.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34(3) of SEBI (LODR) Regulations 2015 the ManagementDiscussion and Analysis Report for the year under review is appended below:

A. BUSINESS

Your Company was initially an exporter of tea to the Middle East countries mainly Iraqand Libya. However due to the political uncertainties in Iraq the said business wasdiscontinued many years back.

Presently the Company is engaged in the business of Investment and Finance relatedactivities. The Company has applied for NBFC registration and the said application ispending for approval of RBI.

B. REVIEW OF OPERATIONS & FUTURE PROSPECTS

The operations of the Company during the year under review were stable. The Board ofyour Company is exploring alternatives to improve its operations for its long term growth.

C. OPPORTUNITIES AND THREATS RISKS AND CONCERNS

Your Company's objective is to effect continuous improvement in its operations.However the Company is exposed to threats and risks as faced by other organizations ingeneral and engaged in similar business like adverse changes in the general economic andmarket conditions changes in Government policies and regulations etc.

D. INTERNAL CONTROL SYSTEM

The Company has Internal control procedures commensurate with the nature of itsbusiness and size of its operations. The objectives of these procedures are to ensureefficient use and protection of Company's resources accuracy in financial reports and duecompliance of applicable statutes and Company's norms policies and procedures.

The Internal Audit Report the progress in implementation of recommendations containedin such reports and the adequacy of Internal Control Systems are reviewed by the AuditCommittee of the Board in its periodical meetings.

E. HUMAN RESOURCES

The employees of the Company are fully committed towards the growth of the Company andthere was no loss of work or any problem during the year with respect to them.

DIRECTORS

Mr. V. N. Agarwal Director retires by rotation at the ensuing Annual General Meeting(AGM) and being eligible offers himself for re-appointment. His Brief Resume is attachedto the Notice of the ensuing AGM.

NUMBER OF BOARD MEETINGS HELD

During the Financial year 2016-17 Five (5) Board Meetings were held on 28thMay 2016 10th August 2016 8th November 2016 5thJanuary 2017 and 3rd February 2017.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act 2013 your Board of Directorsconfirms that:-

(a) in the preparation of the Annual Accounts for the Financial Year ended 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) the annual accounts of the Company have been prepared on a "goingconcern" basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has evaluated theeffectiveness of its functioning and that of the Committees and of Individual Directors byseeking inputs on various aspects of Board/Committee Governance and considered anddiscussed in details the inputs received from the Directors.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. R. K. Agarwal who serves as the Chairman of theCommittee and Mr. V. N. Agarwal and Mr. K. K. Ganeriwala as the other members. All therecommendations made by the Audit Committee during the financial year under review wereaccepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Mr. V. N. Agarwal who serves asthe Chairman of the Committee and Mr. K. K. Ganeriwala and Mr. R. K. Agarwal as the othermembers. The recommendations made by this Committee during the financial year under reviewwere accepted by the Board.

INDEPENDENT DIRECTORS DECLARATION:

The Independent Directors meet the criteria of being Independent as prescribed in theCompanies Act 2013 and an Independency Certificate from them have been obtained.

AUDITORS

M/s Salarpuria & Partners Chartered Accountants the existing Statutory Auditorshold office till the conclusion of the ensuing AGM and would have to vacate the same onits conclusion in terms of Section 139(2) of the Companies Act 2013 dealing withrotation of Auditors.

Your board has therefore proposed to appoint M/s Amitava Sarkar & Co. CharteredAccountants (Firm Registration No. 328605E) as the Statutory Auditors of the Company for aterm of 5 years commencing from Financial year 2017-18 and to hold the said office fromthe conclusion of the ensuing AGM till the conclusion of the AGM to be held in the Year2022 (subject to ratification of their appointment at each intervening AGM). M/s AmitavaSarkar & Co. Chartered Accountants have expressed their willingness to act as suchif so appointed. The necessary resolution for their appointment is included in the Noticeof the ensuing AGM.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act 2013 the extract of AnnualReturn in Form MGT-9 pursuant to Rule 12 of the Companies (Management and Administration)Rules 2014 is annexed herewith as Annexure A as part of this Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rulesthere under the Board of Directors of the Company has appointed CS Rinku GuptaPracticing Company Secretary to conduct the Secretarial Audit. The Secretarial AuditReport for the financial year ended 31.03.2017 is annexed herewith as Annexure B as partof this Report.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company with its Related Partiesduring the financial year were on arm's length basis and in the ordinary course ofbusiness. The transactions with Related Parties are disclosed in the Notes to theFinancial Statements.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures in terms of Section 197(12) of the Companies Act 2013 and the rules madethere under are not applicable to the company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars relating to Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo as required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are not applicable to the company.

ACKNOWLEDGEMENTS

Your Directors would like to thank shareholders bankers and all other businessassociates for the continuous support given by them to the Company and their confidence inits management.

FOR AND ON BEHALF OF THE BOARD
PLACE: KOLKATA
DATE: 30th MAY 2017
DIRECTORS