M/s. AUSOM ENTERPRISE LIMITED Ahmedabad
Your Directors have pleasure in submitting their 33rd Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2017. 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 ) |
| ||Current Year ||Previous Year |
| ||31 st March 2017 ||31 st' March 2016 |
|Net. Sales /Income from Business Operations ||2885127596 ||2855416469 |
|Other Income ||72760532 ||49585622 |
|Total Income ||2957888128 ||2905002091 |
|Profit before Depreciation ||72069792 ||5870165 |
|Less: Depreciation ||34436 ||52676 |
|Profit after depreciation ||72035356 ||5817489 |
|Less: Current Income Tax ||14500000 ||991000 |
|Less: Previous year/s adjustment of Income Tax ||3034141 ||21233 |
|Less: Deferred Tax ||Nil ||Nil |
|Net Profit after Tax ||54501215 ||4805256 |
|Dividend (including Interim if any and final ) ||Nil ||Nil |
|Net Profit after dividend and Tax ||54501215 ||4805256 |
|Amount transferred to General Reserve ||Nil ||Nil |
|Balance carried to Balance Sheet ||54501215 ||4805256 |
|Earnings per share (Basic) ||4.00 ||0.35 |
|Earnings per Share(Diluted) ||4.00 ||0.35 |
No Dividend was declared for the financial year under review due to inadequacy ofprofit.
3. AMOUNTS TRANSFERRED TO RESERVES
During the year Company earned profit of Rs. 5.45 Cr. which has been transferred tosurplus in the Statement of Profit and Loss. As a result as on 31-03-2017 the totalreserve and surplus is amounting to Rs. 32.85 Cr.
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 generated revenue of Rs. 295.79 Cr. as against Rs. 290.50 Cr. for the previousyear. Similarly the Company has generated net profit amounting to Rs. 5.45 Cr. (PAT) asagainst Rs. 0.48
Cr. (PAT) for the previous year.
The Company during current year is anticipating to achieve gross turnover of Rs. 1000Cr. 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 for the 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 the date of signing of this report.
6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS ORTRIBUNAL
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 unpaid or unclaimed deposit at the end of the year.
10. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT TOSHAREHOLDERS
Your Company has complied with all the mandatory requirements of Corporate Governancenorms as mandated by Regulation 15(2) and 27 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 forming part of this Annual Report at Annexure 'A'.
The Management Discussion & Analysis report also forms part of this Annual Reportat 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 such activity in and around the Registered Office and accordinglywill 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 on CSR activities pursuant to Section 135 of the Companies Act2013 that with its rules is attached
at Annexure- 'C'.
12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF
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 is furnished at Annexure-'E'.
14. AUDITORS AND QUALIFICATION RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BYAUDITORS STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s C. R. Sharedalal & Co. Chartered AccountantsAhmedabad the existing Statutory Auditor of the Company has completed the maximum tenurethat he could hold as the Statutory Auditor of the Company hence Audit Committee hasrecommended to appoint new Auditors M/s. SWETA PATEL & ASSOCIATES CharteredAccountants Ahmedabad (F. R. No. 139165W) as the Statutory Auditor of Company in placeof M/s C. R. Sharedalal & Co. Chartered Accountants who shall hold office for aperiod of 5 years from the conclusion of 33rd AGM to the conclusion of 38th AGM subjectto approval/ratification of their appointment by the members in ensuing/subsequent AGM ofthe Company till the expiry of their term. M/s. SWETA PATEL & ASSOCIATES CharteredAccountants Ahmedabad (F. R. No. 139165W) have confirmed their eligibility to the effectthat if their appointment is made by the members in the ensuing Annual General Meeting itshall be within the prescribed limits and they have also confirmed that they are notdisqualified for such appointment.
Necessary resolution for appointment of the said Auditor is included in the Notice ofAGM for seeking approval of members.
There is no qualification or adverse remarks or disclaimers made by the auditors intheir report on the financial statement of the Company for the financial year ended 31stMarch 2017.
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 2016-17. The Secretarial Audit Report in prescribed format MR-3 forthe financial year ended March 31 2017 is annexed here with marked at 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'.
15. WHISTLE BLOWER POLICY (VIGIL MECHANISM)
As per requirement of Section 177(9) read with Rule 7 of the Companies (Meeting ofBoard and its Powers) Rules 2014 The Company has formulated a Whistle Blower policy toestablish a vigil mechanism for Directors and Employees of the Company to report theirgenuine concern or grievances about unethical behavior actual or suspected fraud orviolation
of the company's Code of Conduct. The said policy is attached at Annexure'G'.
16. SHARES 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 Equity Shares duringthe year under review.
c) BONUS SHARES
No Bonus Shares were issued during the year under review. d) EMPLOYEES STOCK OPTIONPLAN
The Company has not provided any Stock Option Scheme to the employees.
17. 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 activitiesi.e. trading of commodities bullions gold jewellery shares and securities units ofmutual funds diamonds and derivatives.
The Company has not earned any Foreign Exchange amount by way of direct export and hasnot spent any amount on purchase of Trade goods or Commodities during the year.
18. 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. Zaverilal V. Mandalia (DIN: 00133262) willretire by rotation at the ensuing Annual General Meeting and being eligible offershimself for reappointment. The Board recommends his reappointment.
The detailed resumed of Mr. Zaverilal V Mandalia is provide in the Notice to thisreport as required under SEBI (LODR) 2015.
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
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 atAnnexure - 'H'to this report.
B. Statement of Particulars of top ten Employees Pursuant to Rule 5 (2) of theCompanies (Appointment And Remuneration of Managerial Personnel) Rules 2014
(I) Name of top 1.0 Employees in terms of remuneration draw: The same shall be providedon request.
(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.
20. NUMBER OF BOARD MEETINGS
During the Financial Year 2016-17 total 4 (Four) meetings of Boards were heldrespectively on 30/05/2016 10/08/2016 10/11/2016 and 08/02/2017.
21. 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.
22. 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 Regulation 23of SEBI (LODR) Regulations 2015 were in the ordinary course of business and on an arm'slength basis. During the year the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance withthe policy of the Company on materiality of related partytransactions.
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 thelink: http://www.ausom.in/PDF/POLICY/Material%20Related%20Party%20Transaction%20Policy.pdf
The particulars in prescribed form AOC-2 is attached at Annexure 'I'.
23. 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 preparation of the annual accounts the applicable accounting standards had beenfollowed 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 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 f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
24. RISK MANAGEMENT POLICY your Directors have voluntarily constituted a RiskManagement Committee which has been entrusted with the responsibility to assist the Boardin (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 strategicfinancial credit market liquidity security property IT legal regulatoryreputational and other risks have been identified and assessed and there is an adequaterisk management infrastructure in place capable of addressing those risks. A Group RiskManagement 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.
25. 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 2016-17 no case has been filedunder the said act.
26. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared in the past by the company.
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 |
|Place: Ahmedabad ||Kishor P. Mandalia ||Vipul Z. Mandalia |
|Date: 10th August 2017 ||Managing Director ||Director |
| ||Din: 00126209 ||Din: 02327708 |