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Asutosh Enterprises Ltd.

BSE: 512433 Sector: Others
NSE: N.A. ISIN Code: INE508W01018
BSE 05:30 | 01 Jan Asutosh Enterprises Ltd
NSE 05:30 | 01 Jan Asutosh Enterprises Ltd

Asutosh Enterprises Ltd. (ASUTOSHENTERPRI) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting their Annual Report together with theAudited Accounts of the Company for the financial year ended 31st March 2022.

COMPANY PERFORMANCE

2021 - 2022 2020 - 2021
FINANCIAL RESULTS Rs. In Lakhs Rs. In Lakhs
Total Income 190.80 335.49
Net Profit before Tax 180.22 154.18
Less: Provision for Taxation 43.50 1.75
Net Profit after Tax 136.72 152.43
Add: Opening Balance in Statement of Profit & Loss 838.32 716.38
Less: Transferred to RBI Reserve Fund 27.34 30.49
Closing Balance 947.70 838.32

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.

COVID-19 PANDEMIC

The Board of Directors of your Company has considered the possible effects that mayhave resulted from the COVID-19 pandemic outbreak during the year ended 31stMarch 2022. They do not anticipate any challenge in recovering the carrying value of theCompany's assets based on its assessment of business/economic conditions.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review is appended below:

A. BUSINESS

The Company is a Core Investment Company (CIC) in terms of the Master Direction - CoreInvestment Companies (Reserve Bank) Directions 2016 and is exempted from registrationunder Section 45IA of the Reserve Bank of India Act 1934 in terms of the said Directions.In addition to it the Company used to carry on the business of import and export andgeneral trading activities.

B. REVIEW OF OPERATIONS & FUTURE PROSPECTS

In view of the COVID-19 pandemic prevalent during the last year the operations of theCompany were stable. The Board of your Company is exploring alternatives for improving itsoperations for long term growth.

C. OPPORTUNITIES AND THREATS RISKS AND CONCERNS

Your Company's objective is to effect improvement in its operations. However theCompany is exposed to threats and risks as faced by other organizations in general andthose engaged in similar business like adverse changes in the general economic and marketconditions 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.

E. HUMAN RESOURCES

There was no loss of work or any human resource related problem during the year.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. V.N. Agarwal (DIN 00408731) Director retires by rotation at the ensuing AnnualGeneral Meeting (AGM) and being eligible offers himself for re-appointment. His briefresume is attached to the Notice of the said Meeting.

The appointment of Mr. S.K. Roychowdhury (DIN 09116850) as an Independent Director onthe Company's Board with effect from 2nd April 2021 was approved by theMembers at the pervious AGM of the Company.

NUMBER OF BOARD MEETINGS HELD

During the Financial Year 2021-22 Seven (7) Board Meetings were held on 2ndApril 2021 10th April 2021 6th May 2021 29th June2021 12th August 2021 10th November 2021 and 8thFebruary 2022.

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 2022 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.

POLICY FOR DIRECTORS APPOINTMENT

The Company believes that in order to ensure that the Board of Directors can dischargetheir duties and responsibilities effectively; it aims to have a Board with optimumcombination of experience and commitment with the presence of Independent Directors. SuchBoard can provide a long term plan for the Company's growth improve the quality ofgovernance and increase the confidence of its members.

The Company has a policy in terms of Section 178(3) of the Companies Act 2013 ondirectors' appointment and remuneration including the criteria for determining theirqualifications positive attributes and independence.

BOARD EVALUATION

The Board has evaluated the effectiveness of its functioning and that of the Committeesand of individual Directors by seeking inputs on various aspects of Board/CommitteeGovernance and considered and discussed in details the inputs received from the Directors.

AUDIT COMMITTEE

The Audit Committee as on 31st March 2022 comprised of Mr. R.K. Agarwal asthe Committee Chairman and Mr. V.N. Agarwal and Mr. S.K. Roychowdhury as the otherMembers. All the recommendations made by the Audit Committee during the financial yearunder review were considered by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee as on 31st March 2022 comprisedof Mr. V.N. Agarwal as the Committee Chairman and Mr. S.K. Roychowdhury and Mr. R.K.Agarwal as the other Members. All the recommendations made by the Nomination andRemuneration Committee during the financial year under review were considered by theBoard.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors meet the criteria of being Independent (as prescribed in theCompanies Act 2013 and the Listing Regulations) and an Independency Certificate from themhave been obtained.

ANNUAL RETURN

As provided under Section 92(3) read with Section 134(3)(a) of the Companies Act 2013the Annual Return as on 31st March 2022 in Form MGT-7 is available on theWebsite of the Company at: www.asutosh.co.in/investor.php.

STATUTORY AUDITORS

M/s Amitava Sarkar & Co. Chartered Accountants (Firm Registration No. 328605E)Statutory Auditor of the Company holds office till the conclusion of the ensuing AGM. Interms of Section 139(2) of the Companies Act 2013 his tenure as the Statutory Auditorshall end at the ensuing AGM.

The Board recommends appointment of M/s S. Ghose & Co. LLP Chartered Accountants(Firm Registration No. 302184E/E300007) as the Statutory Auditors of the Company in hisplace for a term of five years commencing from the Financial Year 2022-2023 to holdoffice from the conclusion of this AGM till the conclusion of the AGM of the Company to beheld in the year 2027 for approval of members based on the recommendation of the AuditCommittee.

The Auditors have expressed their willingness to be appointed and are eligible for suchappointment. Necessary resolution for their appointment forms part of the Notice of theensuing AGM.

SECRETARIAL AUDITOR

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 a Practicing CompanySecretary to conduct the Secretarial Audit of the Company for the Financial Year 2021-22.The Secretarial Audit Report for the financial year ended 31st March 2022 isannexed herewith as Annexure A.

COST AUDIT

The Company is not required to maintain cost records in terms of Section 148(1) of theCompanies Act 2013.

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. Hence the provisions of Section 188 of the Companies Act 2013 and disclosure inForm AOC-2 are not applicable. The transactions with Related Parties are disclosed in theNotes to the Financial Statements.

PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES

Details of Loans Investments and Guarantees if any given/made by the Company aredisclosed in the Notes to the Financial Statements.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for Directors and Employees has been established details of which aregiven on the website of the Company.

INTERNAL FINANCIAL CONTROL

The Company's internal financial control systems are commensurate with the Company'ssize and nature of business enabling it to safeguard assets prevent and detect frauds aswell as other irregularities.

RISK MANAGEMENT

Risk Management is the process of identification assessment and prioritization ofrisks to minimize/mitigate/monitor the probability and/or impact of unfortunate events.Risk Management Policy enables the Company to manage such uncertainties and changes in theinternal and external environment to reduce their negative impact. The Board of Directorsof the Company as and when needed develops such policies for assessing and managing therisks in accordance with the requirements of the Companies Act 2013.

PARTICULARS OF EMPLOYEES

Disclosures in terms of Section 197(12) of the Companies Act 2013 and the Rules madethere under in respect of Directors' Remuneration were not applicable to the Companyduring the year ended 31st March 2022 as no remuneration is being paid toDirectors other than sitting fees for attending the Board Meetings.

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 Companies (Accounts) Rules 2014 were not applicable to the Company during the yearended 31st March 2022.

ACKNOWLEDGEMENTS

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

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