DIRECTOR'S REPORT
To
The Members,
M/s. AUSOM ENTERPRISE LIMITED
Ahmedabad
Your Directors have pleasure in submitting their 40th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2024.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along with previous year's figures are given hereunder:
(Rupees in Lakhs)
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 21, 2024 recommended final dividend of Rs. 1/- per equity share of Rs.10/- each for the F.Y. 2023-24, subject to the approval of Members at the ensuing 40th Annual General Meeting of the Company.
3. AMOUNTS TRANSFERRED TO RESERVES
During the year, Company has earned profit of Rs. 915.55 Lakhs which has been transferred to surplus in the Statement of Profit and Loss. As a result as on 31st March, 2024 the balance of total reserve and surplus is amounting to Rs. 11,125.52 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. 96,834.91 Lakhs as against Rs. 17,775.82 Lakhs for the previous year. Similarly, the Company has generated net profit amounting to Rs. 915.55 Lakhs (PAT) as against Rs. 120.32 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 of business.
Segment wise position of business and its operation: As the Company's 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.
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 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.
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 receipt 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 (CSR)
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 Company's website, the link for the same is as under https://ausom.in /PDF/POLICY /CORPORATE%20SOCIAL %20RESPONSIBILI TY%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. 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'.
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 Section 92(3) read with Section 134(3)(a) of the Companies Act, 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, 2024. 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 2023-24. The Secretarial Audit Report in prescribed format MR-3 for the financial year ended March 31, 2024 is annexed here with marked at Annexure-‘E' to this Report.
There is qualification made by the auditors in their Secretarial Audit Report of the Company for the financial year ended 31st March, 2024.
The observation made in the Secretarial Audit Report are as per the following:
1. During the year the company had entered in to related party transactions with Zaveri and Company Private Limited, (related party) out of which transactions for sale and purchase of goods being material in nature its approval of shareholders was not taken.
2. During the year 2023-24, the Company had submitted required forms and returns with Registrar of Companies (ROC), Gujarat, within prescribed time, except e-form IEPF-2 which was filed after the prescribed time limits with additional fees in the year 2023-24.
Response from Management:
1. The transaction was on arm's length basis and in the ordinary course of business of the Company but the transactions for sale and purchase of goods with related party being material in nature its prior approval of shareholders was not taken and the same was mainly due to unfortunate, unforeseen and oversight, the Company has made internal control systems to track all Related Parties Transactions to avoid such oversight.
2. E-Form IEPF-2 was filed after the prescribed time limits with additional fees in the year 2023-24, the delay was due to oversight.
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 of the company's 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. 4.07 Lakhs (Previous years Rs. 8.14 Lakhs) and outgo is Rs. 85097.49 Lakhs (Previous years Rs. 17253.75 Lakhs).
18. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMP)
There has been no change in the constitution of Board of Directors. Presently there are three directors. No directors have resigned, or no additional director has been appointed during the year under review.
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vipul Zaverilal Mandalia will liable retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his reappointment. During the year under review, there was changed in the Key managerial Personnel of the Company.
Mr. Ravikumar Pasi Company Secretary Resigned w.e.f. 25/08/2023
Mr. Ravikumar Pasi Company Secretary Appointed w.e.f. 14/09/2023
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.
Completion of second and final term of independent Director of the Company Mr. Hitesh Adeshara (DIN: 02726701), Mr. Ghanshyambhai Bhikhabhai Akbari (DIN: 00196160) and Mrs. Nirupama Hasmukhrai Vaghjiani (DIN: 06956012), whose term will expire on 40th Annual General Meeting.
Key Managerial Personnel:
As on 31st March 2024, Mr. Kishor Pranjivandas Mandalia (DIN: 00126209) is Managing Director, Mr. Rupesh Shah is Chief Financial Officer and Mr. Ravikumar Pasi is Company Secretary are the Key managerial Personal of the Company.
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 24th January, 2024 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 INDEPENDENTDIRECTOR(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 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 under the 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 Company's employees is related to any directors.
20. NUMBER OF BOARD AND COMMITTEE MEETINGS
During the Financial Year 2023-24, total 6 (Six) meetings of Board of Directors were held respectively on 29/05/2023, 09/08/2023, 14/09/2023, 07/11/2023, 24/01/2024 and 28/03/2024.
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 Company's 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 arm's length basis.
During the year, the Company had 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: https://ausom.in /PDF/POLICY/Material %20Related%20Party%20Transact ion%20Policy.pdf The particulars in prescribed form AOC-2 is attached at Annexure ‘J'.
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 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 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 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 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 of brevity.
The Board has accepted all the recommendations of the Audit Committee during the F.Y. 2023-2024.
27. REPORT ON THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
In terms of Section 22 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, we report that, during 2023-24, no case has been filed under the said Act. 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.
28. 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.
29. 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.
30. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared and paid in the previous year, the provisions of Section 125 of the Companies Act, 2013 do not apply to the Company.
31. REVISION OF FINANCIAL STATEMENT 0R 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.
32. 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.
33. 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.
34. 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.