To
The Members,
M/s. AUSOM ENTERPRISE LIMITED Ahmedabad
Your Directors have pleasure in submitting their 39th Annual Report of the
Company together with the Audited Statements of Accounts for the year ended 31st
March,
2023.
1. FINANCIAL RESULTS
The Companys financial performance for the year under review along with previous
years figures is given hereunder:
(Rupees in Lakhs)
Particulars |
Standalone |
Consolidated |
|
Current Year 31st March 2023 |
Previous Year 31st March 2022 |
Current Year 31st March 2023 |
Previous Year 31st March 2022 |
Net Sales /Income from Business Operations |
17,775.82 |
2,658.77 |
177,75.82 |
2,658.77 |
Other Income |
632.94 |
748.69 |
632.94 |
706.15 |
Total Income |
184,08.76 |
3,407.46 |
18,408.76 |
3,364.92 |
Profit before Depreciation |
175.07 |
653.98 |
287.70 |
611.44 |
Less: Depreciation |
19.99 |
1.25 |
19.99 |
1.26 |
Shares of Profit / (Loss) from Joint Ventures |
--- |
--- |
(112.63) |
42.54 |
Profit after depreciation but before tax |
155.08 |
652.72 |
155.08 |
652.72 |
Less: Current Income Tax |
34.75 |
116.00 |
34.75 |
116.00 |
Less: Deferred Tax |
Nil |
Nil |
Nil |
Nil |
Net Profit after Tax |
120.32 |
536.72 |
120.58 |
536.72 |
Amount transferred to General Reserve |
Nil |
Nil |
Nil |
Nil |
Balance carried to Balance Sheet |
120.32 |
536.72 |
120.58 |
536.72 |
Earnings per share (Basic) |
0.88 |
3.94 |
0.88 |
3.94 |
Earnings per Share (Diluted) |
0.88 |
3.94 |
0.88 |
3.94 |
The company has prepared its financial statements in accordance with IND-AS.
2. DIVIDEND
During the year, the Company has declared dividend on equity share, the Board of
Directors at its meeting held on May 29, 2023 recommended final dividend of Rs.0.50/- per
equity share of Rs.10/- each for the F.Y. 2022-23, subject to the approval of Members at
the ensuing 39th Annual General Meeting of the Company.
3. AMOUNTS TRANSFERRED TO RESERVES
During the year, Company has earned profit of Rs. 120.32 Lakhs which has been
transferred to surplus in the Statement of Profit and Loss. As a result as on 31st
March, 2023 the balance of total reserve and surplus is amounting to Rs. 10,278.06 Lakhs.
4. STATE OF COMPANY AFFAIRS AND OUTLOOK
The Company, in the year under consideration, has carried out activities in the field
of trading in Commodities, Bullions, Gold Jewellery, Diamonds, Derivatives, Shares and
Securities. The Company has generated revenue of Rs. 17,775.82 Lakhs as against Rs.
2,658.77 Lakhs for the previous year. Similarly, the Company has generated net profit
amounting to Rs. 120.32 Lakhs (PAT) as against Rs. 537.01 Lakhs (PAT) for the previous
year.
The Company during current year is anticipating to achieve gross turnover of Rs.
1,50,000 Lakhs 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 ofbusiness.
• Segment wise position of business and its operation: As the Companys business
activities fall within a single primary business segment viz "trading in Commodities,
Bullions, Gold Jewellery, Diamonds, Derivatives, Shares and Securities" the
disclosure requirements of segment wise position of business and its operations are not
applicable.
• Key business developments if any; Nil
• Details and status of acquisition, merger, expansion, modernization and
diversification if 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 Company
occurred between the end of the financial year to which these financial statements relates
and the date of signing of this report.
Considering the nature of business the Company is into, the COVID-19 pandemic does not
have major impact on the operation of the Company.
6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL
During the year no significant and material order were passed for or against the
Company by any authorities which impact the going concern status and Companies future
operations.
7. INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial control system with reference to the
Financial Statements. As a part of Internal Financial Control, the company has identified
policy and procedure to ensure orderly and efficient conduct of its business including
adherence to companys 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.
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.
In accordance with the Companies (Acceptance of Deposits) Rules, 2014 the details in
respect of money accepted from a person who, at the time of the amount, was a director of
the Company are NIL.
9. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT TO
SHAREHOLDERS
Your Company has complied with all the mandatory requirements of Corporate Governance
norms 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 on
Corporate Governance together with the Certificate regarding compliance of conditions of
Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of
SEBI(LODR) Regulations, 2015 forming part of this Annual Report at Annexure -‘A.
The Management Discussion & Analysis report also forms part of this Annual Report
at Annexure -‘B.
10. CORPORATE SOCIAL RESPONSIBILITY fCSR)
The Company has constituted a Corporate Social Responsibility Committee in compliance
with Section 135 of the Companies Act, 2013 read with rules framed thereunder.
The Company for the year under consideration had spent total amount required to be
spent towards CSR activities.
The Company as per Section 135(4) has adopted the CSR Policy and placed it on the
Companys website, the link for the same is are as under https://ausom.in/PDF/POLICY/CORPORATE%20SOCIAL%20RESPONSIBILITY%
20POLICY.pdf
The Annual Report on CSR activities pursuant to Section 135 of the Companies Act, 2013
that with its rules is attached at Annexure-‘C.
Composition of CSR Committee is given in the Corporate Governance Report hence not
reproduced here for the sake of brevity.
11. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The Companys 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.
There is no Director who is in receipt of any commission from the Company and who is
Managing or Whole time Director of the Company.
12. ANNUAL RETURN
Link of annual return as per the Companies Amendment Act, 2017 is as below;.
https://ausom.in/annual-return.html
13. AUDITORS AND QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY
AUDITORS
STATUTORY AUDITORS
M/s C. R. Sharedalal & Co., Chartered Accountants, Ahmedabad, (F. R. No. 109943W)
was appointed as Statutory Auditors at the 38th Annual General Meeting of the
Company held on 29th September, 2022 who shall hold such office for a period of
5 years until the conclusion of 43rd Annual General Meeting. There is no
qualification or adverse remarks or disclaimers made by the auditors in their report on
the financial statements of the Company for the financial year ended 31st
March, 2023. The Statutory Auditors have not reported any incident 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 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 2022-23. The Secretarial Audit Report in prescribed format MR-3 for
the financial year ended March 31, 2023 is annexed here with marked at Annexure-‘E
to this Report.
There is no qualification or adverse remarks or disclaimers made by the auditors in
their Secretarial Audit Report of the Company for the financial year ended 31st March,
2023.
14. DETAILS OF FRAUDS REPORTED BY THE AUDITORS
During the year under review no fraud has been reported by the Auditors.
15. WHISTLE BLOWER POLICY (VIGIL MECHANISM)
As per requirement of Section 177(9) read with Rule 7 of the Companies (Meeting of
Board and its Powers) Rules, 2014 and Regulation 22 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
has formulated a Whistle Blower policy to establish a vigil mechanism for Directors and
Employees of the Company to report their genuine concern or grievances about unethical
behavior, actual or suspected fraud or violation ofthe companys Code of Conduct. The said
policy is attached at Annexure -‘F. No personnel have been denied access to
the Audit Committee.
16. 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.
e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any Equity Shares with differential rights.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
(A) Conservation of energy:
1. The Steps taken / impact on conservation of energy:
The company has installed LED Lighting which has resulted in substantial savings of
power.
2. The Steps taken by the company for utilizing alternate sources of energy:
No Sources
3. The Capital investment on energy conservation equipment: No Investment in such
equipments during the year
(B) Technology absorption:
1. The Efforts made towards technology absorption: Not Applicable
2. The Benefits derived e.g., product improvement, cost reduction, product development,
import substitution, etc.: Not Applicable
3. In case of imported technology (imported during the last 3 years reckoned from the
beginning of the financial year), following information may be furnished: Not Applicable
(a) Details of technology imported:
(b) Year of import:
(c) Whether the technology been fully absorbed:
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof:
4. The Expenditure incurred on Research and Development: Not Applicable
(C) Pursuant to provisions of Section 134(m) of the Companies Act, 2013, the total
Foreign Exchange Inflow and outflow is as provided below.
During the year under consideration, the Company has earned Foreign Exchange amounting
is Rs. 7.97 Lakhs (Previous years Rs. 18. 77 Lakhs) and outgo is Rs. 4263.82 Lakhs
(Previous years Rs. Nil).
18. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMP)
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Zaverilal Virjibhai Mandalia will liable
retire by rotation at the ensuing Annual General Meeting and being eligible, offers
himself for reappointment. The Board recommends hisreappointment.
During the year under review, there was no change in the Key managerial Personnel of
the Company.
All the Directors of the Company have confirmed that they are not disqualified from
being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and not
debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory
authority from being appointed or continuing as Director of the Company or 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 Disclosure Requirements) Regulations,
2015. A Certificate to this effect, duly signed by Shri Niraj Trivedi, 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 with
Schedule II, Part-D of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, 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, the Non
Independent Directors and the board of the Directors as a whole, was carried out by the
Independent Directors.
Separate meeting of Independent Directors of the Company was held on 10th
February, 2023 and it reviewed the performance of Non-Independent Directors & the
Board as a whole and also reviewed the performance of Chairman of the Company, taking into
views of executive directors and non-executives directors. The same was discussed in the
board meeting that followed the meeting of the Independent Directors, at which the
performance of the Board, its committees and individual Directors was also discussed.
DECLARATION OF INDEPENDENT DIRECTORS
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 the Independent Directors have submitted their declaration to the Board to the
effect 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 underthe
provisions of Section 149(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 have
been 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 and
experience (including the proficiency) of the independent directors appointed during the
year.:- No appointment during the year.
19. 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 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 Three
employees on the payroll of the Company.
(ii) Employed throughout the year and were in receipt of remuneration of not less than
Rs. 102.00 Lakhs per annum: Not Applicable
(iii) Names of employees employed for part of the year and were in receipt of
remuneration of not less than Rs. 8.5 Lakhs per month: Not Applicable.
(iv) Employed throughout the financial year or part thereof, was in receipt of
remuneration in that year which, in aggregate, or as the case may be, at a rate which, in
the aggregate, is in excess of that drawn by the managing director or whole time director
or manager and hold by himself or along with his spouse and dependent children, not less
than two percent of the equity shares of the company: Not Applicable
(v) None of the Companys employees is related to any directors.
20. NUMBER OF BOARD AND COMMITTEE MEETINGS
During the Financial Year 2022-23, total 4 (Four) meetings of Board of Directors were
held respectively on 25/05/2022, 09/08/2022, 11/11/2022 and 10/02/2023.
Details in respect of number of meetings Board and Committee held during the year
indicating number of meeting attended by each Director are provided in the Corporate
Governance Report at Annexure -‘A.
21. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
The particulars of loans given, investments made, guarantees given and securities
provided under Section 186 of the Companies Act, 2013 and Rules thereof 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 statement at Note 5, 6 , 13 and 37 to this
Financial Statement.
22. DETAILS OF SUBSIDIARIES AND JOINT VENTURES
In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared
Consolidated Financial Statements and the same is part of this Annual Report. Further, a
statement containing salient features of the Financial Statements of the Companys joint
venture is given in prescribed form AOC-1. The said form is attached at Annexure -
‘I.
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 under Section 188 of Companies Act, 2013 and the Regulation 23
of SEBI (LODR), Regulations, 2015 were in the ordinary course of business and on an arms
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 Companys website at the
link:
https://ausom.in/PDF/PQLICY/Material%20Related%20Party%20Transaction
%20Policy.pdf
The particulars in prescribed form AOC-2 is attached at 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 preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to materialdepartures;
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 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 detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The directors, 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
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
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 Companys 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 Companys management
systems, organizational structures, processes, standards, code of conduct and behaviors
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. AUDIT COMMITTEE
Composition of Audit Committee is given in the Corporate Governance Report hence not
reproduced here for the sake ofbrevity.
The Board has accepted all the recommendations of the Audit Committee during the F.Y.
2022-2023.
27. REPORT ON THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REPRESSED 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 2022-23, no case has been
filed under the said act.
28. 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 constitution of Internal
Complaints Committee under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
29. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to ‘Meetings of the Board of Directors and ‘General Meetings, respectively,
have been duly followed by the Company.
30. MAINTENANCE OF COST RECORDS
The Company is not required to maintain any cost records as specified by Central
Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts
and records are not made and maintained by the Company.
31. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 is applicable to the
Company. However, the Company is proposing the declare dividend which is subject to
approval of shareholders in ensuing Annual General Meeting.
32. REVISION OF FINANCIAL STATEMENT OR BOARDS REPORT
During the year under review, there were no such instance due to which revision in
Financial Statement or Boards Report is being made.
33. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE ("IBC")
There are no such proceedings or appeals pending under Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year and at the end of the financial year even upto the date
of this report.
34. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS
No such instance of One-time settlement or valuation was done while taking or
discharging loan from the Banks/ Financial institutions occurred during the year.
35. 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 |
Vipul Z. Mandalia |
Place: Ahmedabad |
Managing Director |
Director |
Date: 9th August, 2023 |
DIN: 00126209 |
DIN: 02327708 |
+91-9892691696
