M/s. AUSOM ENTERPRISE LIMITED Ahmedabad
Your Directors have pleasure in submitting their 32nd Annual Report of the Companytogether with the Audited Statements of Accounts forthe year ended 31' March 2016. 1.FINANCIAL RESULTS The Company's financial performance for the year under review along withprevious year's figures is given hereunder:
|PARTICULARS ||Particulars for Year ended |
| ||(Amount in Rs ) |
| ||Current Year ||Previous Year |
| ||31st March 2016 ||31st March 2015 |
|Net Sales /Income from Business Operations ||2855416469 ||10969620645 |
|Other Income ||49585622 ||41851284 |
|Total Income ||2905002091 ||11011471929 |
|Profit before Depreciation ||5870165 ||250345961 |
|Less Depreciation ||52776 ||98916 |
|Profit after depreciation ||5817489 ||250247045 |
|Less Current Income Tax ||1012233 ||42356226 |
|Less Previous year adjustment of Income Tax ||Nil ||Nil |
|Less Deferred Tax ||Nil ||Nil |
|Net Profit after Tax ||4805256 ||207890819 |
|Dividend (including Interim if any and final) ||Nil ||Nil |
|Net Profit after dividend and Tax ||4805256 ||207890819 |
| ||Nil ||Nil |
|Amount transferred to General Reserve || || |
|Balance carried to Balance Sheet ||4805256 ||207890819 |
|Earnings per share (Basic) ||0.35 ||15.26 |
|Earnings per Share(Diluted) ||0.35 ||15.26 |
No Dividend was declared for the financial year under review.
3. AMOUNTS TRANSFERRED TO RESERVES
During the year Company earned profit of Rs. 0.48 Cr. which has been transferred tosurplus/(deficit) in the Statement of Profit and Loss. As a result as on 31-03-2016 thetotal reserve and surplus is amounting to Rs.
4. STATE OF COMPANY AFFAIRS AND OUTLOOK
The Company in the year under consideration has carried out activities in the fieldof trading of commodities bullions shares & securities units of mutual funds. TheCompany has achieved a turnover of Rs. 290.50 Cr. as against Rs. 1101.15 Cr. for theprevious year. Similarly the Company has generated net profit amounting to Rs. 0.48 Cr.(PAT).
The Company during current year is anticipating to achieve gross turnover of Rs. 1500Cr. and for that necessary efforts has been initiated. The management of the Company is ofthe view that the target of gross turnover will definitely be achieved and necessaryresources forthe same have also been generated.
During the year under review there is no change in the nature of business.
5. MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand on the date of signing of this report.
6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNAL
During the year no significant and material order were passed for or against theCompany by any authorities.
7. INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial control system with reference to theFinancial Statements. As a part of Internal Financial Control the company has identifiedpolicy and procedure to ensure orderly and efficient conduct of its business includingadherence to company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information.
8. DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
No company has become or ceased to become the Subsidiary Joint venture or AssociateCompany during the year under review. The Company does not have any Subsidiary Jointventure or Associate Company.
The Company has neither accepted nor renewed any deposits during the year under review.Even the company does not have any unclaimed deposits.
10. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT TOSHAREHOLDERS
The Listing Regulations which was notified by the Securities and Exchange Board ofIndia on 2nd September 2015 has replaced the erstwhile Clause 49 of the ListingAgreement with effect from 1' December 2015.
Your Company has complied with all the mandatory requirements of Corporate Governancenorms as mandated by Regulation 15(2) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. A separate report onCorporate Governance together with the Certificate regarding compliance of conditions ofCorporate Governance as stipulated under Regulation 34(3) read with Schedule V ofSEBI(LODR) Regulations 2015 issued by M/s. C. R. Sharedalal & Co. CharteredAccountants Ahmedabad forming part of this Annual Report as Annexure 'A'.
The Management Discussion & Analysis report also forms part of this Annual Reportas Annexure 'B'.
11. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has constituted a Corporate Social Responsibility Committee in compliancewith Section 135 of the Companies Act 2013 read with rules framed thereunder.
The Company for the year under consideration did not spent any amount towards CSRactivities mainly due to the reason that the Company could not identify the appropriateactivities falls under Schedule VII and CSR policy. The Company will identify suchactivity in and around the Registered Office and accordingly will spend.
The Company as per Section 135(4) has adopted the CSR Policy and placed it on theCompany's website: http://ausomin/PDF/POLICY/CORPORATE%20SOCIAL%2ORESPONSIBILITY%2OPOLICY.pdf
The requisite details that is Annual Report on CSR activities pursuant to Section 135of the Companies Act 2013 that with its rules is attached at Annexure- 'C'.
12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 theCompany has constituted the Nomination and Remuneration Committee and their policy and thesame is approved by the Board. The Policy is attached at Annexure 'D'.
13. EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form MGT-9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and Administration) Rules 2014 isfurnished in Annexure-'E'.
14. LISTING AGREEMENT
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 wasnotified on September 2 2015 with the aim to consolidate and streamline the provisionsof the Listing Agreement for different segments of capital markets to ensure betterenforceability. The said regulations were effective from December 1 2015. Accordinglyall listed entities were required to enter into the Listing Agreement within six monthsfrom the effective date. The Company in compliance with this requirement has entered intoListing Agreement with BSE Ltd. and the National Stock Exchange of India Ltd.
M/s C. R. Sharedalal & Co. Chartered Accountants Ahmedabad was appointed asStatutory Auditors who shall hold such office until the conclusion of 33rd Annual GeneralMeeting. Their continuance of appointment and payment of remuneration are to be ratifiedin the ensuing Annual General Meeting. The Company has received a certificate from theabove Auditors to the effect that if they are reappointed it would be in accordance withthe provisions of Section 141 of the Companies Act 2013. The Auditors Report do notcontain any qualification reservation and adverse remarks.
The Board pursuant to the provisions of Section 204 of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 hasappointed MR. NIRAJ TRIVEDI Practicing Company Secretary to conduct Secretarial Auditfor the financial year 2015-16. The Secretarial Audit Report in prescribed format MR-3 forthe financial year ended March 31 2016 is annexed here with marked as Annexure-'F' tothis Report.
As regards the observations made in the said Secretarial Audit Report in respect ofnot spending on CSR activities explanation is given in this Board Report under theheading 'Corporate Social Responsibility'.
16. WHISTLE BLOWER POLICY (VIGIL MECHANISM)
The Company has formulated a Whistle Blower policy to establish a vigil mechanism forDirectors and Employees of the Company to report concern about unethical behavior actualor suspected fraud or violation of the company's Code of Conduct. The said policy isattached at Annexure'G'.
a) BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b) SWEAT EQUITY
The Company has not issued any Sweat EquityShares during the year under review.
c) BONUS SHARES
No Bonus Shares were issued during the year under review.
d) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 do not apply to our Company considering the nature of activitiesthat is trading of commodities bullions gold jewellery shares and securities units ofmutual funds diamonds and derivatives.
The Company has earned Foreign Exchange amounting to Rs. Nil (Previous years Rs. 795.95Cr.) by way of direct export and has not spent any amount on purchase of Trade goods orCommodities during the year.
19. CHANGE IN DIRECTORS / KEY MANAGERIAL PERSONNELS Retirement by Rotation:
In accordance with the provisions of Section 152(6) of the Companies Act 2013 andArticles of Association of the Company Mr. Vipul Z. Mandalia (DIN: 02327708) will retireby rotation at the ensuing Annual General Meeting of the Company and being eligibleoffers himself for reappointment. The Board recommends his reappointment.
FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Regulation 19(4) read withSchedule II Part-D of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of its committees. The performance evaluation of the Independent directors wascarried out by the entire Board. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors.
DECLARATION OF INDEPENDENT DIRECTOR(s)
The definition of Independence of Directors is derived from Regulation 16(1)(b) of SEBI(LODR) Regulations 2015 and Section 149(6) of the Companies Act 2013.
All the Independent Directors have submitted their declaration to the Board to theeffect that they fulfill all the requirements as stipulated in Section 149(6) of theCompanies Act 2013 so as to qualify themselves as Independent Directors under theprovisions of Section 149(7) of the Companies Act 2013 and the relevant rules.
A. Disclosure under section 197 (12) and rules 5(1) of the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014.
The requisite details relating to ratio of remuneration percentage increase inremuneration etc. as stipulated under the above rules are annexed at'H' to thisreport.
B. Statement of Particulars of Top ten Employees Pursuant to Rule 5 (2) of theCompanies (Appointment And Remuneration of Managerial Personnel) Rules 2014
(1) Name of Top 10 Employees in terms of remuneration draw
|Name & Designation of the Employee ||Remuneration received ||Nature of Employment whether contractual or otherwise ||Qualification & Experience of the Employee ||Date of commence- ment of employment ||Age of such employ yee ||The last employment held by such - employee before joining the Company ||Perce- ntage of equity shares held |
|Rupesh Shah Financial (Chief Officer) ||497105/- ||Permanent ||B.Com & 20 Years ||07-08-2009 ||42 ||Zaveri & Co. Pvt. Ltd. ||Nil |
|Ravikumar Pasi (Company Secretary & Compliance Officer) ||279609/- ||Permanent ||M.Com LL.M. CS & 5 Years ||09-08-2011 ||28 ||NA ||Nil |
(ii) Employed throughout the year and were in receipt of remuneration of not less thanRs. 1.02 Crore per annum: Not Applicable
(iii) Names of employees employed for part of the year and were in receipt ofremuneration of not less than Rs. 8.5 Lacs per month: Not Applicable.
(iv) Employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in aggregate or as the case may be at a rate which inthe aggregate is in excess of that drawn by the managing director or whole time directoror manager and hold by himself or along with his spouse and dependent children not lessthan two percent of the equity shares of the company: Not Applicable
(v) None of the Company's employees is related to any directors.
21. NUMBER OF BOARD MEETINGS
During the Financial Year 2015-16 total 5 (Five) meetings of Boards held respectivelyon 18/05/2015 10/08/2015
29/10/2015 09/12/2015 and 02/02/2016.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of loans given investments made guarantees given and securitiesprovided under Section 186 of the Companies Act 2013 and Rules thereof along with thepurpose for which the loan or guarantee or security is proposed to be utilized by therecipient are provided in the financial statement at Note 10 16 and 41 to this FinancialStatement.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered by the Company during the financialyear with related parties under Section 188 of Companies Act 2013 and the SEBI (LODR)Regulations 2015 were in the ordinary course of business and on an arm's length basis.During the year the Company had not entered into any contract / arrangement / transactionwith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the
Board may be accessed on the Company's website at the link:http://www.ausom.in/PDF/POLICY/Material%20Related%20Party%20Transaction%20Policy.pdf
The particulars in prescribed form AOC-2 is attached as Annexure 'I'.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its Responsibility Statement:
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 and 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 this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(Internal financial control means the policies and procedures adopted by the Companyfor ensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.)
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
25. RISK MANAGEMENT POLICY
During the year your Directors have voluntarily constituted a Risk ManagementCommittee which has been entrusted with the responsibility to assist the Board in (a)Overseeing and approving the Company's enterprise wide risk management framework; and (b)Overseeing that all the risks that the organization faces such as strategic financialcredit market liquidity security property IT legal regulatory reputational andother risks have been identified and assessed and there is an adequate risk managementinfrastructure in place capable of addressing those risks. A Group
Risk Management Policy was reviewed and approved by the Committee.
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company's managementsystems organizational structures processes standards code of conduct and behavioursthat governs how the Group conducts the business of the Company and manages associatedrisks.
The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities. This integration is enabled byall three being fully aligned across Group wide Risk Management Internal Control andInternal Audit methodologies and processes.
26. REPORT ON THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSEL) ACT 2013.
In terms of section 22 of the SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSEL) ACT 2013 we report that during 2015-16 no case has been filedunder the said act.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
| ||FOR AUSOM ENTERPRISE LIMITED |
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
| ||KISHOR P. MANDALIA ||VIPUL Z. MANDALIA |
|PLACE: AHMEDABAD || || |
|DATE: 10th August 2016 ||MANAGING DIRECTOR ||DIRECTOR |
| ||DIN: 00126209 ||DIN: 02327708 |