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Ausom Enterprise Ltd.

BSE: 509009 Sector: Financials
NSE: AUSOMENT ISIN Code: INE218C01016
BSE 00:00 | 30 Nov 73.05 1.05
(1.46%)
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NSE 00:00 | 30 Nov 74.15 2.40
(3.34%)
OPEN

71.70

HIGH

75.15

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OPEN 74.30
PREVIOUS CLOSE 72.00
VOLUME 2599
52-Week high 108.70
52-Week low 56.20
P/E 27.16
Mkt Cap.(Rs cr) 99
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 74.30
CLOSE 72.00
VOLUME 2599
52-Week high 108.70
52-Week low 56.20
P/E 27.16
Mkt Cap.(Rs cr) 99
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 37th Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2021.

1. FINANCIAL RESULTS

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

(Amount in Rs.)
PARTICULARS Standalone & Consolidated*
Current Year 31st March 2021 Previous Year 31st March 2020
Net Sales /Income from Business Operations 4633659394 10727108200
Other Income 101356241 301411868
Total Income 4735015635 11028520068
Profit before Depreciation 203000615 225273427
Less: Depreciation 131614 143998
Profit after depreciation but before tax 202869001 225129429
Less: Current Income Tax 48991060 50010219
Less: Previous year/s adjustment of Income Tax Nil Nil
Less: Deferred Tax Nil Nil
Net Profit after Tax 153877941 175119210
Amount transferred to General Reserve Nil Nil
Balance carried to Balance Sheet 153877941 175119210
Earnings per share (Basic) 11.29 12.85
Earnings per Share (Diluted) 11.29 12.85

*The figures mentioned above remains the same for standalone statement and also forconsolidated statement and hence not separately provide for. The company has prepared itsfinancial statements in accordance with IND-AS.

2. DIVIDEND

During the year your Company declared an interim dividend of 0.50 per equity share.Your Directors have considered it financially prudent in the long-term interests of theCompany to reinvest the profits into the business of the Company to build a strong reservebase and grow the business of the Company. No final dividend has therefore beenrecommended for the year ended March 31 2021.

3. AMOUNTS TRANSFERRED TO RESERVES

During the year Company earned profit of Rs. 15.39 Cr. which has been transferred tosurplus in the Statement of Profit and Loss. As a result as on 31-03-2021 the totalreserve and surplus is amounting to Rs. 97.57 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. 463.36 Cr. as against Rs. 1072.71 Cr. for theprevious year. Similarly the Company has generated net profit amounting to Rs. 15.39 Cr.(PAT) as against Rs. 17.51 Cr. (PAT) for the previous year. The Company during currentyear is anticipating to achieve gross turnover of Rs. 1500 Cr. and for that necessaryefforts has been initiated. The management of the Company is of the view that the targetof gross turnover will definitely be achieved and necessary resources for the same havealso been generated. During the year under review there is no change in the nature ofbusiness.

? Segment wise position of business and its operation: As the Company's businessactivities fall within a single primary business segment viz "trading in CommoditiesBullions Gold Jewellery Diamonds Derivatives Shares and Securities" thedisclosure requirements of segment wise position of business and its operations are notapplicable. ? Key business developments if any; Nil

Details and status of acquisition merger expansion modernization and diversificationif any; Not Applicable

Any other material event having an impact on the affairs of the company if any; Nil

Capital expenditure programmes if any; Not Applicable

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.

Considering the nature of business the Company is into the COVID-19 pandemic does nothave major impact on the operation of the Company.

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. DEPOSITS

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.

9. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTTO SHAREHOLDERS

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'.

10. 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 Companyfor the year under consideration did not spent total amount required to be spent towardsCSR activities mainly due to the reason that the Company could not identify theappropriate activities falls under Schedule VII and CSR policy. The Company will identifysuch activity in and around the Registered Office and accordingly will spend. The Companyas per Section 135(4) has adopted the CSR Policy and placed it on the Company's website: https://www.ausom.in/PDF/POLICY/CORPORATE%20SOCIAL%20RESPONSIBILITY%20POLICY.pdf The requisite details on CSR activities pursuant to Section 135 ofthe Companies Act 2013 that with its rules is attached at Annexure-‘C'.

Composition of CSR Committee is given in the Corporate Governance Report hence notreproduced here for the sake of brevity.

11. COMPANY'S PO LIC Y RELATING TO DIRECTORS APPOINTMENT PAYMENT OF

REMUNERATION AND DISCHARGE 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'.

12. ANNUAL RETURN

Link of annual return as per the Companies Amendment Act 2017 is as below;.https://www.ausom.in/PDF/Annual-Return/ANNUAL%20RETURN_2021_AUSOM%20ENTERPRISE%20LIMITED.pdf

13. AUDITORS AND QUALIFICATION RESERVATION OR ADVERSE REMARK OR

DISCLAIMER MADE BY AUDITORS STATUTORY AUDITORS

M/s. SWETA PATEL & ASSOCIATES Chartered Accountants Ahmedabad was appointed asStatutory Auditors at the 33rd Annual General Meeting of the Company held on 28thSeptember 2017 who shall hold such office for a period of 5 years until the conclusion of38th Annual General Meeting. There is no qualification or adverse remarks or disclaimersmade by the auditors in their report on the financial statements of the Company for thefinancial year ended 31st March 2021. The Statutory Auditors have not reported anyincident of fraud to the Audit Committee during the year under review.

SECRETARIAL AUDITOR

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 2020-21. The Secretarial Audit Report in prescribed format MR-3 forthe financial year ended March 31 2021 is annexed here with marked at Annexure-‘E'to this Report. As regards the observations made in the said Secretarial Audit Reportin respect of not spending on CSR activities explanation is given in this Board Reportunder the heading ‘Corporate Social Responsibility'.

14. 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 and Regulation 22 of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companyhas formulated a Whistle Blower policy to establish a vigil mechanism for Directors andEmployees of the Company to report their genuine concern or grievances about unethicalbehavior actual or suspected fraud or violation of the company's Code of Conduct. Thesaid policy is attached at Annexure ‘F'. No personnel have been denied accessto the Audit Committee.

15. 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 OPTIONPLAN

The Company has not provided any Stock Option Scheme to the employees.

16. 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. During the year under consideration the Companyhas earned Foreign Exchange amounting earning Rs. 375.25 Cr. (Previous years Rs. 1045.53Cr) and outgo is Rs. 365.89 Cr. (Previous years Rs. 1028.35 Cr.).

17. DIRECTORS AND KEY MANAGERIAL PERSONNELS

In accordance with the provisions of Section 152(6) of the Companies Act 2013 andArticles of Association of the Company Mr. Zaverilal V. Mandalia will retire by rotationat the ensuing Annual General Meeting and being eligible offers himself forreappointment. The Board recommends his reappointment.

Mr. Zaverilal V. Mandalia aged 74 is the Non-Executive Director of the Company. Inaccordance with Regulation 17 (1A) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 no listed entity shall appoint a person or continue theDirectorship of any person as a Non-Executive Director who has attained the age ofseventy-five years unless a special resolution is passed to that effect. Mr. Zaverilal V.Mandalia will attain the age of 75 years in September 2021 and the continuation of herDirectorship will be subject to approval by the shareholder by special resolution. Hencethe approval of the shareholders is sought for the continuation of her Directorship on theBoard of the Company even after attaining the age of 75 years.

The detailed profiles of above Directors are provided in the Notice to this report asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

During the year under review there was no change in the Key managerial Personnel ofthe Company. All the Directors of the Company have confirmed that they are notdisqualified from being appointed as Directors in terms of Section 164 of the CompaniesAct 2013 and not debarred or disqualified by the SEBI / Ministry of Corporate Affairs orany such statutory authority from being appointed or continuing as Director of the Companyor any other Company where such Director holds such position in terms of Regulation(10)(i) of Part C of Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A Certificate to this effect duly signed by Shri NirajTrivedi Practicing Company Secretary is annexed as Annexure-‘G' to thisreport.

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 the NonIndependent Directors and the board of the Directors as a whole was carried out by theIndependent Directors.

Separate meeting of Independent Directors of the Company was held on 9th February 2021and it reviewed the performance of Non-Independent Directors & the Board as a wholeand also reviewed the performance of Chairman of the Company taking into views ofexecutive directors and non-executives directors. The same was discussed in the boardmeeting that followed the meeting of the Independent Directors at which the performanceof the Board its committees and individual Directors was also discussed.

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 theIndependent Directors have submitted their declaration to the Board to the effect thatthey fulfill all the requirements as stipulated in Section 149(6) of the Companies Act2013 so as to qualify themselves as Independent Directors under the provisions of Section149(7) of the Companies Act 2013 and the relevant rules.

According to Rule 6 of the Companies (Appointment and Qualification of Directors)Rules 2014 as amended the names of all the Independent Directors of the Company havebeen included in the data bank maintained by the Indian Institute of Corporate Affairs.

A statement regarding opinion of the Board with regard to integrity expertise andexperience (including the proficiency) of the independent directors appointed during theyear.:- No appointment during the year.

18. PERSONNEL

A. Disclosure under section 197 (12) and rules 5(1) of the Companies

(Appointment and Remuneration of Managerial personnel) Rules 2014. The requisitedetails relating to ratioof remuneration percentage increase in remuneration etc. asstipulated under the above rules are annexed at Annexure ‘H' to this report.

B. Statement of Particulars of top ten Employees Pursuant to Rule 5 (2) of the

Companies (Appointment And Remuneration of Managerial Personnel) Rules 2014(i) Name of top 10 Employees in terms of remuneration draw: At present there are Threeemployees on the payroll of the Company. (ii) Employed throughout the year and were inreceipt of remuneration of not less than Rs. 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) Employedthroughout the financial year or part thereof was in receipt of remuneration in that yearwhich in aggregate or as the case may be at a rate which in the aggregate is inexcess of that drawn by the managing director or whole time director or manager and holdby himself or along with his spouse and dependent children not less than two percent ofthe equity shares of the company: Not Applicable (v) None of the Company's employees isrelated to any directors.

19. NUMBER OF BOARD MEETINGS

During the Financial Year 2020-21 total 4 (Four) meetings of Board of Directors wereheld respectively on 30/06/2020 01/09/2020 10/11/2020 and 09/02/2021.

20. 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 5 12 and 37 to this FinancialStatement.

21. SUBSIDIARIES AND JOINT VENTURES

In accordance with Section 129(3) of the Companies Act 2013 the Company has preparedConsolidated Financial Statements and the same is part of this Annual Report. Further astatement containing salient features of the Financial Statements of the Company's jointventure is given in prescribed form AOC-1. The said form is attached at Annexure‘I'.

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

The particulars in prescribed form AOC-2 is attached at Annexure ‘J'.

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 directorshad selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany for that period; c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisionsof this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) The directors had prepared the annual accounts on a going concernbasis; 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 Risk Management Committee which has beenentrusted with the responsibility to assist the Board in (a) Overseeing and approving theCompany's enterprise wide risk management framework; and (b) Overseeing that all the risksthat the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks have beenidentified and assessed and there is an adequate risk management infrastructure in placecapable of addressing those risks. A Group Risk Management Policy was reviewed andapproved by the Committee. The Company manages monitors and reports on the principalrisks and uncertainties that can impact its ability to achieve its strategic objectives.The Company's management systems organizational structures processes standards code ofconduct and behaviours that governs how the Group conducts the business of the Company andmanages associated risks. The Company has introduced several improvements to IntegratedEnterprise Risk Management Internal Controls Management and Assurance Frameworks andprocesses to drive a common integrated view of risks optimal risk mitigation responsesand efficient management of internal control and assurance activities. This integration isenabled by all three being fully aligned across Group wide Risk Management InternalControl and Internal Audit methodologies and processes.

25. AUDIT COMMITTEE

Composition of Audit Committee is given in the Corporate Governance Report hence notreproduced here for the sake of brevity. The Board has accepted all the recommendations ofthe Audit Committee during the F.Y. 2020-2021.

26. REPORT ON THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION AND REDRESSEL) ACT 2013.

In terms of Section 22 of the SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSEL) ACT 2013 we report that during 2020-21 no case has beenfiled under the said act.

27. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER SEXUAL

HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSEL) ACT 2013.

The Company has complied with the provisions relating to the constitutionof InternalComplaints Committee under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

28. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

29. MAINTENANCE OF COST RECORDS

The Company is not required to maintain any cost records as specified by CentralGovernment under Section 148(1) of the Companies Act 2013 and accordingly such accountsand records are not made and maintained by the Company.

30. 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.

31. 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 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: 12th August 2021 Managing Director Director
DIN: 00126209 DIN: 02327708

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