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Autumn Builders Ltd.

BSE: 780004 Sector: Infrastructure
NSE: N.A. ISIN Code: N.A.
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Autumn Builders Ltd. (AUTUMNBUILDERS) - Director Report

Company director report

Your Directors have pleasure in presenting before you the Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March2015.

BACKGROUND:

Autumn Builders Limited was established under the Companies Act 1956 on February 252009 having its registered office in the state of West Bengal. The Company is prominentlyengaged in the development sale and lease of commercial residential retail andindustrial properties undertakes residential and commercial construction projects.

FINANCIAL RESULTS:

The summarized financial results of the Company for the year ended 31stMarch 2015 are as follows:

Particulars Current Year ended 31.03.2015 Previous Year Ended 31.03.2014
Profit Before Tax 2478203.62 446983.70
Less: Provisions for Income Tax 713598.00 86525.00
Less: Provisions for Deferred Tax (585.00) (7288.00)
Profit after Tax 1765190.62 367746.70
Balance of Profit brought forward 497936.70 130190.00
Depreciation Adjustment pursuant to Schedule II of the Companies Act2013 66397.00 -
Balance Carried to Balance Sheet 2196730.32 497936.70

PERFORMANCE:

During the financial year 2014-15 your Company achieved a turnover of ' 19742950 witha 277.29% (approx)

increase over last year turnover. Net profit (Post tax) for the year 2014-15 stood at1765190.62. The Earning per share (EPS) is 0.14.

DIVIDEND:

Your Directors feel that Company should re- invest the profit in the business and totarget growth in the existing business areas. In order to meet its growing fundrequirement and to conserve its resources for future expansions the Directors havedecided not to recommend the dividend for the current year.

CONVERSION OF COMPANY INTO A PUBLIC LIMITED COMPANY

During the FY 2012-13 the Company was a Private limited Company. Subsequently ourCompany was converted into a Public limited Company under the Companies Act 1956 and thename of the Company was changed to "Autumn Builders Limited" pursuant to issueof fresh Certificate of Incorporation consequent upon change of name on conversion topublic limited Company dated October 15 2013.

DIRECTORS:

Mr. Deepak Kumar Singh Managing Director retires by rotation at the ensuing AnnualGeneral Meeting (AGM) and being eligible offers himself for re-appointment.

The Companies Act 2013 provides for appointment of Independent directors. Sub-section(10) of Section 149 of the Companies Act 2013 provides that Independent Director shallhold office for a term of up to five consecutive years on the Board of a company and shallbe eligible for re-appointment on passing a special resolution by the shareholders of thecompany. Sub-section 11 states that no Independent director shall be eligible for morethan two consecutive terms of up to five years each. Sub-section (13) states that theprovision in respect of retirement of directors by rotation as defined in sub-sections (6)and (7) of Section 152 of the Act shall not apply to such Independent directors. Furtherappointment of existing Independent Directors as required by the Companies Act 2013 alsoneeds to be made as per Sections 149150 and 152 read with schedule IV thereto and rulesmade thereunder.

Accordingly Mr. Sant Lal Goel (holding DIN - 01930453) Mr. Punit Parasramka (holdingDIN - 02794913) and Mr. Vikash Agarwal (holding DIN - 06405191)the existing IndependentDirectors of the company are not liable to retire by rotation for a term up to 31stMarch2019.

KMP CHANGES:

Ms Anisha Agarwal ceased to be a Company Secretary & Compliance Officer with effectfrom 21/07/2015

KMP APPOINTMENT

Mrs Priyanka Mohta has been appointed as the Company Secretary &Compliance Officerwith effect from 21/07/2015.

AUDITORS:

M/s Alfa Daga & Associates Chartered Accountants Statutory Auditors of theCompany retire at the conclusion of the ensuing Annual General Meeting of the Company.They have offered themselves for reappointment as Statutory Auditors and have provided acertificate that their re-appointment if it is made will be in conformity with theprovisions of the Act and they are not disqualified for appointment. The Board ofDirectors and the Audit Committee recommend their appointment for the ensuing year.

The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report does notcontain qualification reservation or adverse remark.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause of Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement your Directors hereby confirm that:-

(i) In the preparation of the annual accounts for the year ended 31stMarch2015 the applicable accounting standards read with requirements set out underSchedule III to the Companies Act2013 have been followed and there are no materialdepartures from the same;

(ii) The Directors have 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 as at the end of the financial year andof the profit of the Company for that period;

(iii) The Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provision of the Companies Act2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities ;and

(iv) The Directors have prepared the annual accounts of the Company on a 'goingconcern' basis.

(v) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under the Listing Agreement to be entered into with Bombay Stock ExchangeLtd. Management Discussion and Analysis Report is presented in the separate section andforms an integral part of the Directors Report.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere to all the stipulations laid down inListing Agreement. A detailed report on the Corporate Governance in compliance withListing Agreement is presented as a part of the Annual Report. A Certificate from theAuditor on the compliance with Corporate Governance requirements by your Company isattached to the Report on Corporate Governance.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is not applicable to the Company. Thereforethe information related to those aspects is not given. Further there has been no foreignexchange earnings and outgo during the year under Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this report as Annexure-B andforms an integral part of the Report.

NUMBER OF BOARD MEETINGS

The number of Board Meetings held during the year stands at 4.

Date of Meeting Board Strength No. of Directors Present
1. 28th May 2014 4 4
2. 21st August 2014 4 3
3. 13th November 2014 4 4
4. 11th February 2015 4 2

CSR POLICY

The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany.

LOANS GUARANTEES & INVESTMENTS

The Company has not given any loan to or provided any guarantee or security in favor ofany other parties. The Company has also not made any investment of its fund with any otherparty.

INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal financial controls withrespect to the financial statements and commensurate with its size and nature of businesswhich helps in ensuring the orderly and efficient conduct of business. No reportablematerial weakness in operation was observed.

RISK MANAGEMENT POLICY

The Company has robust systems for Risk Assessment and mitigation which is reviewedperiodically. The Company's risk identification and assessment process is dynamic andhence it has been able to identify monitor and mitigate the most relevant strategic andoperational risks.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed S.A. & Associates (Company Secretaries) to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is Included in Annexure-A and forms anintegral part of this report.

HUMAN RESOURCES:

There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under the provisions of Section 197(12) of the Actread with Rules 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules2014.

During the year under review relationship with the employees is cordial.

LISTING ON SME PLATFORM

Your Directors are pleased to inform you that the Company's securities have now beenlisted on the ITP Platform of BSE Limited on April 14 2014 and the Company has paidlisting fee to the Exchange for the year 2014-15.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary of the Company at present hence no consolidated financialstatements have been prepared.

PUBLIC DEPOSITS

During the year under review the Company has not accepted or renewed any fixeddeposits from the public.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the support extended by itsEmployees Bankers Customers and various Government Agencies. The Board also wishes tothank the shareholders for their unstinted support.

By order of the Board of Directors
Date: 30.05.2015 For Autumn Builders Limited
Place: Kolkata
Deepak Kumar Singh
(Managing Director)

Annexure-A

SECRETARIAL AUDIT REPORT

For the FY ended 31.03.2015

[Pursuant to Section 204(1) of the Companies Act 2013 and rule no. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Autumn Builders Limited

29A Weston Street 2nd Floor

Room No. B3 Kolkata-700 012.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and adherence of good corporate practices by Autumn Builders Limited(hereinafter called the Company) bearing CIN: L14299WB2009PLC133130. Secretarial Audit wasconducted in a manner that provided me a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.

Based on my verification of Autumn Builders Limited's books papers minute booksforms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I hereby report that in my opinion the Companyhas during the audit period covering the FY 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 and subjectto the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the FY ended on 31st March 2015according to the provisions of:

1. The Companies Act 2013 (the Act) and rules made there under;

2. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules made thereunder;

3. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

4. Foreign Exchange Management Act 1999 and the rules made there under to the extentof Foreign Direct Investment Overseas Direct Investment and External CommercialBorrowings;

5. The following Regulations & Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

i. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011.

ii. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations1992;

iii. The Securities and Exchange Board of India (Registrars to Issue and ShareTransfers Agents) Regulations 1993 regarding the Companies Act 1993 regarding theCompanies Act and dealing with the client;

iv. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009.

6. Laws prescribed for environment protection.

7. Labour Laws and other laws related to labour and employeesappointed/engaged/deployed through contractors by the Company including contract labouras related to wages bonus provident fund gratuity ESIC compensation maternitybenefits and public holidays.

I have also examined with applicable clauses of the following:

a. Secretarial Standards issued by the Institute of Company Secretaries of India;

b. The Listing Agreement entered into by the Company with the Bombay Stock Exchange.

I further report that the compliances by the Company of applicable financial laws likeDirect and Indirect tax laws have not been reviewed in this Audit since the same aresubject to review by Statutory financial audit

I further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions 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.

I 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.

I further report that during the audit period there were no instances of:

a. Public/Right/Preferential issue of shares /debentures/sweat equity etc.

b. Redemption / buy-back of securities

c. Merger / amalgamation / reconstruction etc.

d. Foreign technical collaborations

Date:30.05.2015 For S.A & Associates
Place:Kolkata Company Secretaries
SHIPRA AGARWAL
(Proprietor)
C.P. No. 3173

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