DIRECTORS' REPORT To The Members, M/s. AUSOM ENTERPRISE LIMITED Ahmedabad 1.Your Directors have pleasure in submitting their 31st Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015. 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 to Surplus / (Deficit) in the statement of profit and loss account. As a result as on 31-03-2015 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 field of trading of commodities, bullions, gold jewellery, shares & securities, units of mutual funds, diamonds and derivatives. The Company has achieved a turnover of Rs. 1101.15 Cr. as against Rs. 417.68 Cr. for the previous year. Similarly, the Company has generated net profit amountingto Rs. 20.79 Cr. (PAT). The Company during current year is anticipating to achieve gross turnover of Rs. 1500 Cr. and for that necessary efforts has been initiated. The management of the Company is of the view that the target of gross turnover will definitely be achieved and necessary resources 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 Company occurred between the end of the financial year to which these financial statements relate and on the date of signing of this report. 6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS OR TRIBUNAL During the year no significant and material order were passed for or against the company by any authorities. 7. INTERNAL FINANCIAL CONTROLS The company has adequate internal financial control system with reference to the Financial Statements. 8. DETAILS OF SUBSIDIARIES, JOINTVENTURES AND ASSOCIATE COMPANIES No company has become or ceased to become the Subsidiary, Joint venture or Associate Company during the year under review. The Company does not have any Subsidiary, Joint venture or Associate Company. 9. PARTICULARS OF LOANS/ADVANCES/ INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR There are no outstanding loans/ advances/ investments during the financial year 2014-15. 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 REPORTTO SHAREHOLDERS Your Company has complied with all the mandatory requirements of Corporate Governance norms as mandated by Clause 49 of the Listing Agreement with Stock Exchanges. A separate report 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 compliance with Section 135 of the Companies Act, 2013. The Company for the year under consideration did not spent any amount towards CSR activities mainly due to the reason that the Company could not identify the appropriate activities falls under Schedule VII and CSR policy. The Company will identify such activity 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 the Company's website: <http://ausom.in/PDF/POLICY/CORPORATE%20SOCIAL%20RESPONSIBILITY%20POLICY.pdf> The requisite details that is Annual Report on CSR activities pursuant to Section 135 of the Companies Act, 2013 that with its rules is attached at Annexure- fC\ 13. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013, the Company has constituted the Nomination and Remuneration Committee and their policy and the same is approved by the Board. The Policy is attached at Annexure-'D'. 14. EXTRACTOF ANNUAL RETURN The extract of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure -'E'. 15. AUDITORS STATUTORY AUDITORS M/s C. R. Sharedalal & Co., Chartered Accountants, Ahmedabad was appointed as Statutory Auditors who shall hold such office until the conclusion of 33rd Annual General Meeting. Their continuance of appointment and payment of remuneration are to be ratified in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The Auditors Report do not contain any qualification, reservation and adverse remarks. SECRETARIAL AUDITOR The Board pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has appointed MR. NIRAJ TRIVEDI, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report in prescribed format MR-3 for the financial year ended March 31,2015 is annexed here with marked as Annexure-'F' to this Report. As regards the observations made in the said Secretarial Audit Report, regarding not spending on CSR activities, explanation is given in this Board Report under the heading 'Corporate Social Responsibility'. 16. WHISTLE BLOWER POLICY The Company has formulated a Whistle Blower policy to establish a vigil mechanism for Directors and Employees of the Company to report concern about unethical behavior, actual or suspected fraud or violation of the company's Code of Conduct. The policy is attached at Annexure-'G1. 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 activities that is trading of commodities, bullions, gold jewellery, shares and securities, units of mutual 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 or Commodities 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 and Articles of Association of the Company, Mr. Zaverilal V. Mandalia (DIN: 00133262) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment. The Board recommends his reappointment. Cessation: Mr. Mukesh Adeshara (DIN: 02725479), Director of the Company ceased to be a director w.e.f 22nd August, 2014. Your directors have appreciated the valuable services rendered by Mr. Mukesh Adeshara as Director of the Company. Re-appointment: Mr. Kishor Mandalia, Managing Director, whose tenure expired on 07th August, 2015 and as per the recommendation of Nomination and Remuneration Committee, Board of Directors has subject to the approval of the members, reappointed him as Managing Director for further period 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. of Directors retire by rotation etc. provided in the Report of Corporate Governance forming part of this report. FORMAL ANNUAL EVALUATION Pursuantto the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its committees. The performance evaluation of the Independent directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. DECLARATION OF INDEPENDENT DIRECTORS(s) All the Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. 20. PERSONNEL A. Disclosure under section 197 (12) and rules 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014. The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above rules are annexed at Annexure-'H' to this report. B. Statement of Particulars of Employees Pursuant to Rule 5 (2) Companies {Appointment And Remuneration of Managerial Personnel) Rules, 2014 (i) Employed throughout the year and were in receipt of remuneration of not less than Rs. 60 Lacs per annum: Not Applicable (ii) Names of employees employed for part of the year and were in receipt of remuneration 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 the meaning of clause (iii) of sub rule (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Not Applicable (iv) None of the Company's employees is related to any directors. 21. NUMBER OF BOARD MEETINGS During the Financial Year 2014-15, total 5 (Five) meetings of Boards held respectively on 29/05/2014, 30/07/2014, 23/08/2014,12/11/2014 and 02/02/2015. 22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statements (Please refer to Note 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 financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: <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 the Board hereby submits its Responsibility Statement:— a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relatingto material departures; b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detectingfraud 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 internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.) f) The directors had devised proper systems to ensure compliance with the provisions of all 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 Management Committee 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, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviours that governs how the Group conducts the business of the Company and manages associated risks. The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes. 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 (PREVENTION, PROHIBITION AND REDRESSEL) ACT 2013 we report that, during 2014-15, no case has been filed under the said act. 27. ACKNOWLEDGEMENTS Your Directors place on record their sincere thanks to bankers, business associates, consultants and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. FOR AUSOM ENTERPRISE LIMITED FOR AND ON BEHALF OF THE BOARD OF DIRECTORS, KISHOR P. MANDALIA MANAGIND DIRECTOR DIN:00126209 VIPUL Z. MANDALIA DIRECTOR DIN:02327708 PLACE: AHMEDABAD DATE: 10th August, 2015 |