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Ausom Enterprise Ltd.

BSE: 509009 Sector: Financials
NSE: AUSOMENT ISIN Code: INE218C01016
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VOLUME 5668
52-Week high 30.00
52-Week low 17.55
P/E 9.53
Mkt Cap.(Rs cr) 37.66
Buy Price 0.00
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Sell Price 0.00
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OPEN 28.40
CLOSE 24.05
VOLUME 5668
52-Week high 30.00
52-Week low 17.55
P/E 9.53
Mkt Cap.(Rs cr) 37.66
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ausom Enterprise Ltd. (AUSOMENT) - Director Report

Company director report

To

The Members

M/s. AUSOM ENTERPRISE LIMITED Ahmedabad

Your Directors have pleasure in submitting their 31st Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2015.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previousyear's figures is given hereunder:

PARTICULARS Particulars for Year ended

(Amount in Rs. )

Current Year 31st March 2015 Previous Year 31st March 2014
Net Sales /Income from Business Operations 10969620645 4148802903
Other Income 41851284 28039588
Total Income 11011471929 4176842491
Profit before Depreciation 250345961 152742665
Less Depreciation 98916 28232
Profit after depreciation 250247045 152714433
Less Current Income Tax 42356226 Nil
Less Previous year adjustment of Income Tax Nil Nil
Less Deferred Tax Nil Nil
Net Profit after Tax 207890819 152714433
Dividend (including Interim if any and final ) Nil Nil
Net Profit after dividend and Tax 207890819 152714433
Amount transferred to General Reserve Nil Nil
Balance carried to Balance Sheet 207890819 152714433
Earnings per share (Basic) 15.26 11.21
Earnings per Share(Diluted) 15.26 11.21

2. DIVIDEND

No Dividend was declared for the current financial year under review.

3. AMOUNTS TRANSFERRED TO RESERVES

During the year Company earned profit of Rs. 20.78 Cr. which has been transferred toSurplus / (Deficit) in the statement of profit and loss account. As a result as on31-03-2015 the total reserve and surplus is amounting to Rs. 26.92. 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 gold jewellery shares & securities units ofmutual funds diamonds and derivatives. The Company has achieved a turnover of Rs. 1101.15Cr. as against Rs. 417.68 Cr. for the previous year. Similarly the Company has generatednet profit amounting to Rs. 20.79 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 yearto 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.

8. DETAILS OF SUBSIDIARIES JOINT VENTU RES 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.

9. PARTICULARS OF LOANS/ ADVANCES/ INVESTMENTS OUTSTANDING DURING THE FINANCIALYEAR

There are no outstanding loans/ advances/ investments during the financial year2014-15.

10. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

11. 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 Clause 49 of the Listing Agreement with Stock Exchanges. A separatereport on Corporate Governance together with the Certificate of M/s. C. R. Sharedalal& Co. Chartered Accountants Ahmedabad forms part of this Annual Report as Annexure—'A'.

The Management Discussion & Analysis report also forms part of this Annual Report Annexure—'B'.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility Committee in compliancewith Section 135 of the Companies Act 2013.

The Company forthe 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) adopted the CSR Policy and has placed it on theCompany's website: http://ausom.in/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'.

13. 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'.

14. 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'.

15. AUDITORS

STATUTORY AUDITORS

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.

SECRETARIAL AUDITOR

The Board pursuantto the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has appointedMR. NIRAJ TRIVEDI Practicing Company Secretary to conduct Secretarial Audit for thefinancial year 2014-15. The Secretarial Audit Report in prescribed format MR-3 for thefinancial year ended March 31 2015 is annexed here with marked as Annexure-'F' tothis Report.

As regards the observations made in the said Secretarial Audit Report regarding notspending on CSR activities explanation is given in this Board Report underthe heading'Corporate Social Responsibility'.

16. WHISTLE BLOWER POLICY

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 policy is attachedat Annexure-'G'.

17. 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 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. 795.95 Cr. (Previous years Rs.Nil) 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. Zaverilal V. Mandalia (DIN: 00133262) willretire by rotation at the ensuing Annual General Meeting of the Company and beingeligible offers himself for reappointment. The Board recommends his reappointment.

Cessation:

Mr. Mukesh Adeshara (DIN: 02725479) Director of the Company ceased to be a directorw.e.f 22" August 2014. Your directors have appreciated the valuable servicesrendered by Mr. Mukesh Adeshara as Director of the Company.

Re-appointment:

Mr. Kishor Mandalia Managing Director whose tenure expired on 07th August 2015 andas per the recommendation of Nomination and Remuneration Committee Board of Directors hassubject to the approval of the members reappointed him as Managing Director for furtherperiod of five years w.e.f. 07th August 2015. You are requested to accord your consent.

The details about the education qualification experience nature of work etc. ofDirectors retire by rotation etc. provided in the Report of Corporate Governance formingpart of this report.

FORMAL ANNUAL EVALUATION

Pursuantto the provisions of the CompaniesAct 2013 and Clause 49 of theListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of its committees. Theperformance evaluation of the Independent directors was carried out by the entire Board.The performance evaluation of the Chairman and the Non Independent Directors was carriedout by the Independent Directors.

DECLARATION OF INDEPENDENT DIRECTORS(s)

All the Independent Directors have submitted their declaration to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves as Independent Directors under the provisions of the CompaniesAct 2013 and the relevant rules.

20. PERSONNEL

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 Annexure -H to thisreport.

B. Statement of Particulars of Employees Pursuant to Rule 5 (2) Companies (AppointmentAnd Remuneration of Managerial Personnel) Rules 2014

(i) Employed throughout the year and were in receipt of remuneration of not less thanRs. 60 Lacs per annum: Not Applicable

(ii) Names of employees employed for part of the year and were in receipt ofremuneration of not less than Rs. 5 Lacs per month: Not Applicable.

(iii) The Percentage of equity shares held by the employee in the company within themeaning of clause (iii) of sub rule (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014: Not Applicable (iv) None of the Company's employees isrelated to any directors.

21. NUMBER OF BOARD MEETINGS

During the Financial Year 2014-15 total 5 (Five) meetings of Boards held respectivelyon 29/05/2014 30/07/2014 23/08/201412/11/2014 and 02/02/2015.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of loans given investments made guarantees given and securitiesprovided along with the purpose for which the loan or guarantee or security is proposed tobe utilized by the recipient are provided in the financial statements (Please refer toNote 10 and 38 to the Financial Statement).

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the 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 thelink:

http://www.ausom.in/PDF/POLICY/Material%20Related%20Party%20Transaction%20Policy.pdf

The particulars in prescribed form AOC-2 is attached as Annexure — T.

24. 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 in the case of a listed company had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively; and (Internal financial control means thepolicies and procedures adopted by the Company for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation 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 Policywas 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 2014-15 no case has been filedunder the said act.

27. ACKNOWLEDGEMENTS

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 fortheir 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 2015 MANAGIND DIRECTOR DIRECTOR
DIN: 00126209 DIN: 02327708

Annexure—'F'

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members M/s. AUSOM ENTERPRISE LIMITED

11-B New Ahmedabad Industrial Estate Sarkhej Bavla Road Village Moraiya Gujarat-382213.

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. AUSOM ENTERPRISELIMITED (hereinafter called the Company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2015 compliedwith the statutory provisions listed hereunder and also that the company has properBoard-processes and compliance- mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by M/S. AUSOM ENTERPRISE LIMITED for the financial year ended on31' March 2015 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 madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Boardof India Act 1992 ('SEBI Act') viz..-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011; Not applicable for this year.

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

Not applicable during the audit period;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; - Not applicable during the auditperiod;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; - Not applicable during the audit period;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; - Not applicable during the audit period ; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; - Not applicable for this year

(vi) Other applicable laws - We have relied on the representation made by the Companyand its officers for systems and mechanism formed by the Company for compliances underother applicable Acts Laws and Regulations to the Company. The list of some of the ActsLaws and Regulations as applicable to the Company are

(i) The Employees Provident Fund and Miscellaneous Provisions Act 1952;

(ii) The Minimum Wages Act 1948;

(iii) The Payment of Bonus Act 1965;

(iv) The Payment of Gratuity Act 1972;

(v) Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressel) Act2013;

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

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

(ii) The Listing Agreements entered into by the Company with BSE Limited Mumbai andNational Stock Exchange of India Ltd.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above except to the extent asmentioned below:

The Company has complied with the provisions of Section 135 of the Companies Act 2013pertaining to Corporate Social Responsibility except Section 135(5). The Company hasinformed that Rs. 18.11 Lacs in the amount not spent during the year under report underCSR activity is intended to be utilized in future upon identification of suitable projectswithin the Company's CSR Policy.

We further report that -

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provision of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further reportthat during the audit period the company has not signed anytechnical collaboration agreement.

Signature
Place: Vadodara Name of Company Secretary in practice NIRAJ TRIVEDI
Date: 10th August 2015 C. P. No.

3123

`Annexure-A'

To

The Members M/s. AUSOM ENTERPRISE LIMITED

11-B New Ahmedabad Industrial Estate

SarkhejBavla RoadVillage Moraiya

Gujarat - 382213.

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 thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

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

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

Place: Vadodara Signature
Date: 10th August 2015 Name of Company Secretary in practice NIRAJ TRIVEDI
C. P. No. 3123

Annexure —'G'

VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY

1. INTRODUCTION:

+ We at AUSOM ENTERPRISE LIMITED. "AEL" believe in the conduct of the affairsof its constituents in a fair and transparent manner by adopting highest standards ofprofessionalism honesty integrity and ethical behavior.

+ The Company is committed towards developing a culture where it is safe for allemployees to raise concerns about any poor or unacceptable practice and any event ofmisconduct.

• :. Clause 49 of the Listing Agreement between listed companies and the StockExchanges inter-alia provides a non-mandatory requirement for all listed companies toestablish a mechanism called "Vigil Mechanism" & "Whistle BlowerPolicy" for employees to report to the management instances of unethical behavioractual or suspected fraud or violation of the Company's code of conduct or ethics policy.

+ The purpose of this policy is to provide a framework to promote responsible andsecure Vigil Mechanism & whistle blowing. It protects employees wishing to raise aconcern about serious irregularities within the Company.

+ The policy neither releases employees from their duty of confidentiality in thecourse of their work nor is it a route for taking up a grievance about a personalsituation.

2. POLICY:

The Whistle Blower Policy is a policy of the Company to encourage employees when theyreasonably believe that serious misconduct or wrongful activities have occurred or areoccurring to report them to the Company's management (on an anonymous basis if employeesso desire) as described below.

All reports will be taken seriously and will be promptly investigated. The specificaction taken in any particular case depends on the nature and gravity of the conduct orcircumstances reported and the quality of the information provided. Where seriousmisconduct has occurred those matters will be corrected and if appropriate the personsresponsible will be disciplined.

Serious Misconduct or wrongful activities:

The following actions or activities may be considered as "Serious Misconduct orWrongful Activities":

• Conduct which results in violation of law by the Company

• Substantial mismanagement of Company resources

• Unethical behaviour

• Actual orsuspected fraud

• Violation of the Company's Code of Conduct or ethics policy

• Internal accounting controls or auditing matters.

• Any kind of Harassment

3. APPLICABILITY:

This Whistle Blower policy is applicable to all employees including full timeconsultants retainers and job-work

employees of the Company irrespective of any grade/category/designation/Gender.

4. REPORTING:

Any employee who has sufficient reasons to believe that any act of serious misconductor wrongful activity has occurred or is occurring within the organization he mayimmediately report the same to his immediate HOD or the HR Head or directlyto theconcerned Managing Director of the Company as he may desire.

While making aforesaid report of alleged misconduct he must provide sufficient groundsor evidence if any in support of his report to the satisfaction of the concerned HOD orManaging Director as the case may be. The said report of alleged misconduct may be madein any of the following manner:

1. By making an Oral Report

2. By sending a written report (on an anonymous basis if employee so desire)

3. By sending email to his HOD or the concerned Managing Director.

If for any reason the concerned employee does not feel comfortable in discussing thematter with either his HOD or HR Head or the concerned Managing Director he may bring thematter to the attention of the Audit Committee of the Company.

5. TIMING:

It is imperative that the employee brings such type of matters to the Company'sattention promptly so that Company can take proper actions againstthe same.

6. INVESTIGATION:

All complaints under this policy will be promptly and thoroughly investigated and allinformation disclosed during the course of the investigation will remain confidentialexcept as necessary to conduct the investigation and take any remedial action inaccordance with applicable laws.

All employees and supervisors have a duty to co-operate in the investigation of reportsof such serious misconduct. In addition an employee shall be subject to disciplinaryaction including the termination of their employment if the employee fails to co-operatein an investigation or hides any material information or deliberately provides falseinformation during an investigation.

If at the conclusion of its investigation the Company determines that a violation ofpolicy has occurred the Company will take effective remedial action commensurate with theseverity of the offence. This action may include disciplinary action against the accusedparty up to and including termination. Reasonable and necessary steps will also be takento prevent any further violations of policy.

7. DISCRIMINATION RETALIATION OR HARASSMENT:

The Company strictly prohibits any discrimination retaliation or harassment againstany person who reports incidents of such serious misconduct based on the person'sreasonable belief that such misconduct occurred. The Company also strictly prohibits anydiscrimination retaliation or harassment against any person who participates in aninvestigation of complaints about such serious misconduct.

Any complaint that any managers supervisors or employees are involved indiscrimination retaliation or harassment related to the reporting or investigation ofserious misconduct shall be promptly and thoroughly investigated in accordance with theCompany's investigation procedures. If a complaint of discrimination retaliation orharassment is substantiated appropriate disciplinary actions up to and includingdischarge will be taken.

8. RETENTION OF DOCUMENTS :

All documents related to the reporting investigation and enforcement of this policyas a result of a report of serious misconduct or of the discrimination retaliation orharassment of an employee that made such a report shall be kept in accordance with theCompany's record retention policy and applicable law.

9. CONFIDENTIALITY :

The Company ensures that the information regarding the employee who has reported aboutthe suspected misconduct will be kept confidential by the Company at any point of time.The Company further ensures that the information regarding employee who has participatedin the investigation or provided material information during the course of investigationwill be kept confidential by the Company at any point of time.

10. FALSE OR MALAFIDE ALLEGATION:

An employee who knowingly makes false or malafide allegations of unethical &improper practices or alleged wrongful conduct to the HOD or the concerned ManagingDirector or the Audit Committee shall be subject to disciplinary action up to andincluding termination of employment as the competent authority may deem fit.

11. ADDITIONAL ENFORCEMENT INFORMATION:

The Company's policies and practices have been developed as a guide to our legal andethical responsibilities to achieve and maintain the highest business standards. Conductthat violates the Company's policies will be viewed as unacceptable under the terms ofemployment of the Company. Certain violations of the Company's policies and practicescould even subject the Company and any individual employees involved to civil and criminalpenalties.

12. MODIFICATION IN THE POLICY :

The Audit Committee or the Board of Directors of the Company can modify this Policyunilaterally at any time without notice. Modification may be necessary among otherreasons to maintain compliance with laws and regulations and / or accommodationorganizational changes within the Company.

Annexure-'H'

PERSONNEL

Disclosure under Section 197 (12) and Rules 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

1. Ratio of Remuneration of each director to the median remuneration of the employee ofthe Company for the financial year ended 31st March 2015: Not Applicable

2. The Percentage increase in remuneration of each Directors CFO Company Secretary inthe financial year ended 31' March 2015: Nil

3. Percentage increase in median remuneration of employees in the financial year- Nil.

4. The number of employees employed including manager and workers as on 31st March2015 :- 2 (Two)

5. The explanation on the relationship between average increase in remuneration andcompany Performance.

( in Crores)
Particulars 2014-15 2013-14
Total Turnover 1101.15 417.68
Profit Before Tax 25.02 15.27
Net Profit 20.79 15.27

There was no increase in remuneration.

6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:

The remuneration of employee is in line with the current year's performance marketdynamics and as a measure to motivate the employee for better future performance toachieve organization's growth expectations.

7. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedCompanies and in case of unlisted Companies the variations in the net worth of theCompany as at the close of the current financial year and previous financial year.

a) The market capitalization as on 31st March 2015 was Rs. 3746.48 Lacs (Rs. 918.23Lacs as on 31st March 2014).

b) Price Earning Ratio of the Company was 15.26 as at 31st March 2015 and was 11.21 asat 31st March 2014.

c) Company's stock price as at 31st March 2015 has decreased by 45% to Rs. 27.50 overthe last public offering i.e. Right Issue duringJune 1995 at the price of Rs. 50.00 pershare.

8. Average percentile increase already made in the salaries of employees other than theManagerial personnel in the Last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NotApplicable

9. Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company.

( in Crores)
Particulars 2014-15 2013-14
Total Turnover 1101.15 417.68
Profit Before Tax 25.02 15.27
Net Profit 20.79 15.27

The total turnover of the Company increased by 62.07%. The net profit of the Companyincreased from Rs. 15.27 Crores to Rs. 20.79 Crores translating to an increase of 26.55%.As no increase in remuneration to the Key Managerial Personnel Comparison of KMPRemuneration not provided for.

10. The key parameters for any variable component of remuneration availed by theDirectors

There is no variable component paid to any of the directors of the Company.

11. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid Directorduring the year.

Not applicable

12. Affirmation that the remuneration is as per the remuneration policy of the Company

The Company affirm that the remuneration paid is in accordance with the remunerationpolicy of the Company.

Annexure 'I'

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis:

A B C D E F G H
SL. No. Name (s) of the related party & nature of relationship Nature of contracts/ arrangements / transacti on Duration of the contracts/ arrangements / transaction Salient terms of the contracts or arrangements or transaction including the value if any Justification for entering into such contracts or arrangements or transaction including the value if any Date(s) of approval by the Board if any: Amount paid as advances if any Date on which the special resolution was passed in general meeting as required under first proviso to section 188
1 Nil

2.Details of contracts or arrangements or transactions at Arm's length basis:

A B C D E F
SL. No. Name (s) of the related party & nature of relationship Nature of contracts/ arrangements/transaction Duration of the contracts/ arrangements/ transaction Salient terms of the contracts or arrangements or transaction including the value if any Date(s) of approval by the Board / Audit Committee if any: Amount paid as advances if any
1. Zaveri and Company Pvt. Ltd. (director is member or/and director) Availing service of buying and selling of Future Contracts in NCDEX and making payment of brokerage. 3 years 01/04/2013 to 31/03/2016 Brokerage as per the rate defined by SEBI 31st January 2013 Nil
2. Zaveri and Company Pvt. Ltd. (director is member or/and director) Availing service of buying and selling of Future Contracts in MCX and making payment of brokerage. 3 years 01/04/2013 to 31/03/2016 Payment of brokerage as per SEBI guideline. 31st January 2013 Nil
3. Zaveri and Company Pvt. Ltd. (director is member or/and director) Purchase & sales of Gold Silver and other Bullions. 3 years 01/04/2013 to 31/03/2016 Purchase & sales of Gold Silver and other Bullions. 31st January 2013 Nil
4. Zaveri Enterprise Pvt. Ltd. (director is member or/and director) Availing service of buying and selling of Future Contracts in NSE and making payment of brokerage. 3 years 01/04/2013 to 31/03/2016 Payment of brokerage as per SEBI guideline. 31st January 2013 Nil
5. Zaveri Enterprise Pvt. Ltd. (director is member or/and director) Availing service of buying and selling of Future Contracts in MCX-SX and making payment of brokerage. 3 years 01/04/2013 to 31/03/2016 Payment of brokerage as per SEBI guideline. 31st January 2013 Nil
6. Zaveri & Co. Exports (directors or their relatives are partner) Purchase & sales of Gold Silver and other Bullions. 3 years 01/03/2015 to 31/03/2018 Purchase & sales of Gold Silver and other Bullions. 2nd February 2015 Nil
7. Zaveri Realty Pvt. Ltd. (director is member or/and director) Leasing Premises 11 Months from 01/04/2015 Lease Rent @ Rs. 9900/- p.m. 2nd February 2015 Nil

 

FOR AUSOM ENTERPRISE LIMITED

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

PLACE: AHMEDABAD KISHOR P. MANDALIA VIPUL Z. MANDALIA
DATE: 10th August 2015 MANAGING DIRECTOR DIRECTOR
DIN: 00126209 DIN: 02327708

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