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Directors Report of Ausom Enterprise Ltd.

Mar 31, 2016

To

The Members,

M/s. AUSOM ENTERPRISE LIMITED Ahmedabad

The Directors have pleasure in submitting their 32nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.

1. FINANCIAL RESULTS

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

PARTICULARS

Particulars for Year ended (Amount in Rs.)

Current Year 31st March 2016

Previous Year 31st March 2015

Net Sales /Income from Business Operations

2,85,54,16,469

10,96,96,20,645

Other Income

4,95,85,622

4,18,51,284

Total Income

2,90,50,02,091

11,01,14,71,929

Profit before Depreciation

58,70,165

25,03,45,961

Less Depreciation

52,776

98,916

Profit after depreciation

58,17,489

25,02,47,045

Less Current Income Tax

10,12,233

4,23,56,226

Less Previous year adjustment of Income Tax,

Nil

Nil

Less Deferred Tax

Nil

Nil

Net Profit after Tax

48,05,256

20,78,90,819

Dividend (including Interim if any and final)

Nil

Nil

Net Profit after dividend and Tax

48,05,256

20,78,90,819

Amount transferred to General Reserve

Nil

Nil

Balance carried to Balance Sheet

48,05,256

20,78,90,819

Earnings per share (Basic)

0.35

15.26

Earnings per Share(Diluted)

0.35

15.26

2. DIVIDEND

No Dividend was declared for the financial year under review.

3. AMOUNTS TRANSFERRED TO RESERVES

During the year, Company earned profit of Rs. 0.48 Cr. which has been transferred to surplus/(deficit) in the Statement of Profit and Loss. As a result as on 31-03-2016 the total reserve and surplus is amounting to Rs. 27.40 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, shares & securities, units of mutual funds. The Company has achieved a turnover of Rs. 290.50 Cr. as against Rs. 1101.15 Cr. for the previous year. Similarly, the Company has generated net profit amounting to Rs. 0.48 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. 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. DETAILSOFSUBSIDIARIES, JOINT VENTURES 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. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review. Even the company does not have any unclaimed deposits.

10. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT TO SHAREHOLDERS

The Listing Regulations which was notified by the Securities and Exchange Board of India on 2nd September, 2015 has replaced the erstwhile Clause 49 of the Listing Agreement, with effect from 1st December, 2015.

Your Company has complied with all the mandatory requirements of Corporate Governance norms as mandated by Regulation 15(2) 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 issued by M/s. C. R. Sharedalal & Co.; Chartered Accountants, Ahmedabad forming part of this Annual Report as Annexure-''A1.

The Management Discussion & Analysis report also forms part of this Annual Report as Annexure-''B''.

11. 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 there under.

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) has adopted the CSR Policy and placed it on the Company’s website: http://ausom.in/PDF/POLICY/CORPORATE%20S0CIAL%20RESP0NSIBILITY%20P0LICY.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- ’C\

12. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OFTHEIR 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 .

13. EXTRACT OF ANN UAL 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''.

14. LISTING AGREEMENT

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was notified on September 2, 2015, with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from December 1,2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company in compliance with this requirement has entered into Listing Agreement with BSE Ltd. and the National Stock Exchange of India Ltd.

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 2015-16. The Secretarial Audit Report in prescribed format MR-3 for the financial year ended March 31, 2016 is annexed here with marked as Annexure-''F'' to this Report.

As regards the observations made in the said Secretarial Audit Report, in respect of not spending on CSR activities, explanation is given in this Board Report under the heading ’Corporate Social Responsibility''.

16. WHISTLE BLOWER POLICY (VIGIL MECHANISM)

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 said policy is attached at Annexure-''G''.

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. Nil (Previous years Rs. 795.95 Cr.) 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. Vipul Z. Mandalia (DIN: 02327708) 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.

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 and the Non Independent Directors was carried out by the Independent Directors.

DECLARATION OF INDEPENDENT DIRECTOR(s)

The definition of Independence of Directors is derived from Regulation 16(l)(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.

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—''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

Name & Designation of the Employee

Remuneration received

Nature of Employment, whether contractual or otherwise

Qualification & Experience of the Employee

Date of commencement of employment

Age of such employ- yee

The last employment held by such employee before joining the Company

Percentage of equity shares held

Rupesh Shah (Chief Financial Officer)

4,97,105/-

Permanent

B.Com & 20 Years

07-08-2009

42

Zaveri & Co. Pvt. Ltd.

Nil

Ravikumar Pasi (Company Secretary & Compliance Office#

2,79,609/-

Permanent

M.Com, LL.M., CS & 5 Years

09-08-2011

28

NA

Nil

(ii) Employed throughout the year and were in receipt 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 of remuneration of not less than Rs. 8.5 Lacs 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.

21. NUMBER OF BOARD MEETINGS

During the Financial Year 2015-16, total 5 (Five) meetings of Boards held respectively on 18/05/2015, 10/08/2015, 29/10/2015,09/12/2015 and 02/02/2016.

22. 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 10,16 and 41 to this 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 under Section 188 of Companies Act, 2013 and the SEBI (LODR), Regulations, 2015 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 -V.

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 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 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 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 (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 HARRASSMENTOF 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 2015-16, 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,

PLACE: AHMEDABAD KISHOR P. MANDALIA VIPULZ. MANDALIA

DATE: 10th August, 2016 MANAGING DIRECTOR DIRECTOR

DIN: 00126209 DIN: 02327708


Mar 31, 2014

The Members of the Company,

The directors have pleasure in presenting theThirtieth Annual Report of your Company together with the Audited Accountsfortheyear ended 31st March, 2014.

FINANCIAL RESULTS (Rs.inlacs)

PARTICULARS Year ended on Year ended on 31/03/2014 31/03/2013

Gross Sales 41768.42 68037.90

Expenditure 40241.28 67861.69

Profit/(Loss) before Tax 1527.14 176.21

Profit/(Loss) after Tax 1527.14 176.21

Profit Carry to Reserves NIL NIL

DIVIDEND

Considering past accumulated loss, the Board has decided to plough back the current year''s profit for the development of the business and hence could not recommend the dividend and regret for the same.

OPERATIONS

The Company, in the year, under consideration, has carried out activity in the field of trading of Commodities, Bullions, Gold jewellery, Shares & Securities, Units of Mutual Funds, Diamonds & Derivatives. The Company has achieved a turnover of Rs.41,768.42 Lacs as against Rs. 68,037.90 Lacs for the previous year. The turnover of the company decreased by 38.61%. Similarly, the Company in the fifth consecutive year has generated profit amountingtoRs. 1527.14 Lacs (PAT).

The Company during current year is anticipating to achieve gross turnover of Rs. 1500 Cr. and for that necessary efforts have been initiated. The management of the Company is of the view that the target of gross turnover will be definitely achieved and necessary resources for the same have also been Generated.

DEMATERIALISATION OF SHARES

As on 31-03-2014,1,26,31,398 Equity Shares have been dematerialised, out of which 1,19,68,507 Equity Shares have been dematerialised with National Securities Depository Limited (NSDL) and balance 6,62,891 Equity Shares have been dematerialised with Central Depository Services (India) Limited (CDSL). It means 92.72 % of total capital of the company has been Dematerialised. In compliance with the requirements of SEBI, the promoters shares are indamatform.

International Security Identification Number (ISIN) of the company''s equity shares is INE218C01016.

DIRECTORS

During the year under review Mr. Vipul Z. Mandalia retire by rotation and being eligible, offer himself for re- appointment.

Brief profile of the above mentioned directors such as education qualification, experience, nature of work etc. is provided in the Report of Corporate Governance forming part of this report.

FIXED DEPOSITS

Du ring the year under review, Company has not accepted and/or renewed any Deposits as provided under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rule, 1975. There is no unclaimed or overdue Fixed Deposits.

AUDITORS

The auditors, M/s. C. R. Sharedalal & Company, Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have also consented to act as Auditors of the Company.

AUDITORS1 REPORT

The auditors of the Company have not given any adverse remark/ qualification in their Report. However they have given "Emphasis of Matters" in respect of event occuring after the balance sheet date. The detailed clarification on the same has already mentioned at note no. 39 of "Notes to financial statements for the year ended 31st March 2014/''

AUDIT COMMITTEE

During the year, the Audit Committee meetings were conducted as per the requirements of Listing Agreement with the Stock Exchanges read with Section 292A of the Companies Act, 1956. The details about the Role, Power etc. of the committee are enumerated in the Corporate Governance Report forming part of this report.

DIRECTORS1 RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

I) In the preparation of annual accounts for the year ended March 31,2014, the applicable accounting standards have been followed and that no material departures have been made from the same;

II) 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 31st March, 2014 and of the profit or loss of the Company for that year.

III) 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;

IV) The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

In pursuance to Clause 49, as amended from time to time, of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report and Management Discussion and Analysis Report are given elsewhere and forming part of this Report.

PERSONNEL

None of the employee of the company is in receipt of annual remuneration of Rs. 60.00 lacs p.a. or Rs. 5.00 lacs per month, a limit as prescribed under Companies (Particulars of Employees) Rule, 1975 and hence information as required under section 217(2AA) read with Companies (Particulars of Employees) Rule, 1975 is not applicable.

MATTER REQUIRED TO BE REPORTED AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULE/1988

The information in respect of Conservation of Energy, Technology absorption etc. is not applicable to this Company mainly due to reason that the Company is only engaged in Trading Activity.

FOREIGN EXCHANGE EARNING AND OUTGO:

During the year under consideration, the company has not earned foreign exchange amounting by way of direct export (Previous year Rs. 290.24 cr.) and has spent Rs. 257.57 cr. (Previous year Rs. 287.98 cr.) on purchase of commodities and Rs. 1.80 cr. towards interest.

ACKNOWLEDGEMENTS

The Directors would like to thank bankers namely Axis Bank Ltd., HDFC Bank Ltd., Allahabad Bank., and Induslnd Bank Ltd. for providing support to your company. The Directors also further acknowledge the support received from employees, customers, shareholders and other government agencies.

For and on behalf of the Board of Directors

Place: Ahmedabad Kishor Mandalia Vipul Mandalia

Date:-30thJuly, 2014 Managing Director Director


Mar 31, 2013

To, The Members of the Company,

The directors have pleasure in presenting the Twenty-Ninth Annual Report of your Company together with the Audited Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS (Rs. in lacs)

PARTICULARS Year ended on Year ended on 31/03/2013 31/03/2012

GrOSS Sales 68037.90 86413.26 Expenditure 67861.69 85403.69

Profit/(Loss) before Tax 176.21 1009.57

Profit/(Loss) after Tax 176.21 1013.50

Profit Carry to Reserves nil nil

DIVIDEND

Considering past accumulated loss, the Board has decided to plough back the current year''s profit for the development of the business and hence could not recommend the dividend and regret for the same.

OPERATIONS

The Company, in the year under consideration, has carried out activity in the field of trading of Gold, Silver, Diamonds, Bullions, Shares and Securities & Units of Mutual Funds. The Company has achieved a turnover of Rs.68,037.90 Lacs as against Rs. 86,413.26 Lacs for the previous year. The turnover of the company decreased by 78.74%. Similarly, the Company in the third consecutive year has generated profit amounting to Rs. 176.21 Lacs (PAT). The reduction of turn over is mainly due to overall recession scenario of the economy of the country.

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 be definitely achieved and necessary resources for the same has also been finalised.

DEMATERIALISATION OF SHARES

As on 31-03-2013, 1,26,28,548 Equity Shares have been dematerialised, out of which 1,19,57,241 Equity Shares dematerialised with National Securities Depository Limited (NSDL) and balance 6,71,307 Equity Shares with Central Depository Services (India) Limited (CDSL). It means 92.70 % of total capital of the company has been Dematerialised.

International Security Identification Number (ISIN) of the company''s equity shares is INE218C01016.

DIRECTORS

During the year under review Mr. Zaverilal V. Mandalia and Mr. Mukesh B. Adeshara retire by rotation and being eligible, offer themselves for reappointment.

The details about the education qualification, experience, nature of work etc. of each such directors mentioned in the Report of Corporate Governance forming part of this report.

FIXED DEPOSITS

During the year under review, Company has not accepted and/or renewed any Deposits as provided under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rule, 1975. There is no unclaimed or overdue Fixed Deposits.

AUDITORS

The auditors, M/s. C. R. Sharedalal & Company, Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have also consented to act as Auditors of the Company.

AUDITORS'' REPORT

The auditors of the Company have not given any adverse remark / qualification in their Report and hence explanation of the Board is not required.

AUDIT COMMITTEE

During the year, the Audit Committee meetings were conducted as per the requirements of Listing Agreement with the Stock Exchanges read with Section 292A of the Companies Act, 1956. The details about the Role, Power etc. of the committee enumerated in the Corporate Governance Report forming part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

I) In the preparation of annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed and that no material departures have been made from the same;

II) 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 31st March, 2013 and of the profit or loss of the Company for that year.

III) 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;

IV) The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

In pursuance to Clause 49, as amended from time to time, of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report and Management Discussion and Analysis Report are given elsewhere and forming part of this Report.

PERSONNEL

None of the employee of the company is in receipt of annual remuneration of Rs. 60.00 lacs p.a. or Rs. 5.00 lacs per month, a limit as prescribed under Companies (Particulars of Employees) Rule, 1975 and hence information as required under section 217(2AA) read with Companies (Particulars of Employees) Rule, 1975 is not applicable.

MATTER REQUIRED TO BE REPORTED AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULE, 1988

The information in respect of Conservation of Energy Technology absorption etc. is not applicable to this Company mainly due to reason that the Company is only engaged in Trading Activity.

FOREIGN EXCHANGE EARNING AND OUTGO:

During the year under consideration, the company has earned foreign exchange amounting to Rs. 290.24 cr. by way of direct exports (Previous year Rs. 70.56 cr.) and has spent Rs. 287.98 cr. (Previous year Rs. 70.39 cr.) on purchase of commodities and Rs. 6.48 cr. towards interest.

ACKNOWLEDGEMENTS

The Directors would like to thank bankers namely Axis Bank Ltd., HDFC Bank Ltd., Allahabad Bank., and IndusInd Bank Ltd. for providing support to your company. The Directors also further acknowledged the support received from employees, customers, shareholders and other government agencies.

For and on behalf of the Board of Directors

Place: Ahmedabad Kishor Mandalia Vipul Mandalia

Date: - 29th May, 2013 Managing Director Director


Mar 31, 2012

The directors have pleasure in presenting the Twenty-Eighth Annual Report of your Company together with the Audited Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS

PARTICULARS Year ended on Year ended on 31/03/2012 31/03/2011

Gross Sales 86368.11 103976.60

Expenditure 85358.54 103223.74

Profit/(Loss) before Tax 1009.57 752.86

Profit/(Loss) after Tax 1013.50 752.86

Profit Carry to Reserves NIL NIL

DIVIDEND

This being the consecutive third year, in which the company has generated profit, however, considering past accumulated loss, the Board has decided to plough back the current year's profit for the development of the business and hence could not recommend the dividend and regret for the same.

OPERATIONS

The Company, in the year under consideration, has carried out activity in the field of trading of Gold, Silver, Diamonds, Bullions, Shares and Securities & Units of Mutual Funds. The Company has achieved a turnover of Rs. 86,368.11 Lacs as against Rs. 1,03,976.60 Lacs for the previous year. The turnover of the company has been decreased by 83.06%. Similarly, the Company in the third consecutive year has generated profit amounting to Rs. 1013.50 Lacs (PAT). The reduction of turn over is mainly due to imposition of custom duty on gold etc.

As you all know that the manufacturing activity has been discontinued by the company, after demerger of its manufacturing division.

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 be definitely achieved and necessary resources for the same has also been finalised.

DEMATERIALISATION OF SHARES

As on 31-03-2012, 12623598 Equity Shares have been dematerialised, out of which 11971110 Equity Shares dematerialised with National Securities Depository Limited (NSDL) and 652488 Equity Shares with Central Depository Services (India) Limited (CDSL). It means 92.66 % of total capital has been Dematerialised.

International Security Identification Number (ISIN) of the company's equity shares is INE218C01016.

DIRECTORS

During the year under review Mr. Hitesh Adeshara and Mr. Ghyanshambhai Akbari retire by rotation and being eligible, offer themselves for reappointment.

Further, the term of appointment of Mr. Kishor Mandalia as Managing Director was for a period of three years and gets expire on 07/08/2012. The Board therefore considering the contribution made by him during his tenure as Managing Director and also on the basis of recommendation received by the Remuneration Committee has re-appointed him as Managing Director of the company with the same terms and conditions.

The details about the education qualification, experience, nature of work etc. of each such directors mentioned in the Report of Corporate Governance forming part of this report.

You are therefore requested to accord your consent for his re-appointment as Managing Director of the company.

FIXED DEPOSITS

During the year under review, Company has not accepted and/or renewed any Deposits as provided under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rule, 1975. There is no unclaimed or overdue Fixed Deposits.

AUDITORS

The auditors, M/s. C. R. Sharedalal & Company, Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have also consented to act as Auditors of the Company for the F.Y. 2012-13.

AUDITORS' REPORT

The auditors of the Company have not given any adverse remark/qualification in their Report and hence explanation of the Board is not required.

AUDIT COMMITTEE

During the year, the Audit Committee meetings were conducted as per the requirements of Listing Agreement with the Stock Exchanges read with Section 292A of the Companies Act, 1956. The details about the Role, Power etc. of the committee enumerated in the Corporate Governance Report forming part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

I) In the preparation of annual accounts for the year ended March 31,2012, the applicable accounting standards have been followed and that no material departures have been made from the same;

II) 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 31st March, 2012 and of the profit or loss of the Company for that year.

III) 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;

IV) The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

In pursuance to Clause 49, as amended from time to time, of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report and Management Discussion and Analysis Report are given elsewhere and forming part of this Report.

PERSONNEL

None of the employee of the company is in receipt of annual remuneration of Rs. 60.00 lacs p.a. or Rs. 5.00 lacs per month, a limit as prescribed under Companies (Particulars of Employees) Rule, 1975 and hence information as required under section 217(2AA) read with Companies (Particulars of Employees) Rule, 1975 is not applicable.

MATTER REQUIRED TO BE REPORTED AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULE, 1988

The information in respect of Conservation of Energy, Technology absorption etc. is not applicable to this Company mainly due to reason that the Company is only engaged in Trading Activity.

FOREIGN EXCHANGE EARNING AND OUTGO:

During the year under consideration, the company has earned foreign exchange amounting to Rs. 70.56 cr. by way of direct exports (Previous year Rs. 918.62 cr.) and has spent Rs. 70.39 cr. (Previous year Rs. 914.36 cr.) on purchase of commodities and Rs. 13.74 cr. towards interest.

ACKNOWLEDGEMENTS

The Directors would like to thanks bankers namely Axis Bank Ltd., HDFC Bank Ltd., Allahabad Bank., and Induslnd Bank Ltd. for providing support to your company. The Directors also further acknowledged the support received from employees, customers, shareholders and other government agencies.

For and on behalf of the Board of Directors

VipulMandalia Director

Kishor Mandalia Managing Director

Place: Ahmedabad Date :-30th July, 2012


Mar 31, 2011

The Members of the Company,

The directors have pleasure in presenting the Twenty-Seventh Annual Report of your Company together with the Audited Accounts for the year ended on 31st March, 2011.

FINANCIAL RESULTS (Rs. in lacs)

Year ended on Year ended on 31/03/2011 31/03/2010

Gross Sales 104200.82 14337.25

Expenditure 102558.35 14313.52

Profit after interest from the 753.05 23.72 operation

Profit/(Loss) after depreciation 752.8 23.66

Profit Carry to Reserves NIL NIL

DIVIDEND

The Board has decided to plough back the profit generated during the year for the development of the business and hence could not recommend the dividend for the year under consideration and regret for the same.

OPERATIONS

The Company, in the year under consideration, has carried out activity in the field of trading of Gold, Silver, Diamonds, Bullions, Shares and Securities & Units of Mutual Funds. The Company has achieved a turnover of Rs. 1042.00 Cr. as against Rs.143.37 Cr. for the previous year. It means that the turnover of the company has been increased by 626.79%. Similarly, the Company in the second consecutive year has generated profit amounting to Rs. 752.86 Lacs. (PBT).

As you all know that the manufacturing activity has been discontinued by the company, after demerger of its manufacturing division.

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 be definitely achieved and necessary resources for the same has also been finalised.

DEMATERIALISATION OF SHARES

As on 31-03-2011, 12610148 Equity Shares have been dematerialised, out of which 11913477 Equity Shares dematerialised with National Securities Depository Limited (NSDL) and 696671 Equity Shares with Central Depository Services (India) Limited (CDSL). It means 92.56 % of total shares have been Dematerialised.

International Security Identification Number (ISIN) of the company's equity shares is INE218C01016.

DIRECTORS

During the year under review Mr. Zaverilal Mandalia and Mr. Vipul Mandalia retire by rotation and being eligible, offer themselves for reappointment.

The details about the education qualification, experience, nature of work etc. of each such directors mentioned in the Corporate Governance forming part of this report

You are therefore requested to accord your consent for their re-appointment as director of the company.

FIXED DEPOSITS

During the year under review, Company has not accepted and/or renewed any Deposits as provided under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rule, 1975. There is no unclaimed or overdue Fixed Deposits.

AUDITORS

The auditors, M/s. C. R. Sharedalal & Company, Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have also consented to act as Auditors of the Company.

AUDITORS' REPORT

The auditors of the Company have not given any adverse remark in their Report and hence explanation of the Board is not required.

AUDIT COMMITTEE

During the year, the Audit Committee meetings were conducted as per the requirments of Listing Agreement with the Stock Exchanges. The details about the Role, Power of the committee enumerated in the Corporate Governance Report forming part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

I) In the preparation of annual accounts for the year ended March 31, 2011, the applicable accounting standards have been followed and that no material departures have been made from the same;

II) 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 31st March, 2011 and of the profit or loss of the Company for that year.

III) 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;

IV) The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

In pursuance to Clause 49, as amended from time to time, of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report and Management Discussion and Analysis Report are given elsewhere and forming part of this Report.

PERSONNEL

None of the employee of the company is in receipt of annual remuneration of Rs. 24.00 lacs p.a. or Rs. 2.00 lacs per month, a limit as prescribed under Companies (Particulars of Employees) Rule, 1975 and hence information as required under section 217(2AA) read with Companies (Particulars of Employees) Rule, 1975 is not applicable.

MATTER REQUIRED TO BE REPORTED AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULE, 1988

The information in respect of Conservation of Energy, Technology absorption etc. is not applicable to this Company mainly due to reason that the Company is engaged in only Trading Activities.

FOREIGN EXCHANGE EARNING AND OUTGO:

During the year under consideration, the company has earned foreign exchange amounting to Rs. 918.62 cr. by way of direct exports (Previous year Rs. Nil) and has spent Rs. 914.36 cr. (Previous year Rs. Nil) on purchase of commodities and Rs. 8.49 cr. towards interest.

ACKNOWLEDGEMENTS

The Directors would like to thanks bankers namely Axis Bank Ltd., HDFC Bank Ltd., Allahabad Bank., and IndusInd Bank Ltd. for providing support to your company. The Directors also further acknowledged the support received from employees, customers, shareholders and other government agencies.

For and on behalf of the Board of Directors

Kishor Mandalia Vipul Mandalia Managing Director Director

Place: Ahmedabad Date : 30/05/2011


Mar 31, 2010

The directors have pleasure in presenting the Twenty-Sixth Annual Report of your Company together with the Audited Accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS

(Rs. in lacs)

Year ended on Year ended on

31/03/2010 31/03/2009

Gross Sales 14337.25 7330.52

Expenditure 14313.52 8235.05

Profit after interest from the operation 23.72 (904.52)

Profit/(Loss) after depreciation 23.66 (1295.46)

Profit Carry to Reserves NIL NIL

DIVIDEND

The Board has decided to plough back the profit generated during the year for the development of the business and hence could not recommend the dividend for the year under consideration and regret for the same.

OPERATIONS

The Company, in the year under consideration, has only carried out activity in the field of trading of Gold, Silver and other Bullions. The Manufacturing activity which has been discontinued in the financial year 2008-09 on account of demerger of the said unit. The Company has achieved a turnover of Rs. 143.26 Cr. as against Rs. 50.99 Cr. for the previous year, it means that the turnover has been increased by 180.95%. Similarly, the Company after such a long period has generated profit amounting to Rs. 23.66 Lacs. (PBIT).

The Company during current year is anticipating to achieve gross turnover of Rs.500 Cr. and for that necessary efforts has been initiated. The management of the Company is of view that the target of gross turnover will definitely achieve. The Company is focusing on trading in futures contracts and derivatives at BSE, NSE, MCX, NCDEX AND MCX-SX.

As you know that, the year under consideration, the new promoters namely Mandalias and Pawanis have completed the procedure under takeover code after due compliances with SEBI and Stock Exchanges and with effect from 7,h August, 2009 the entire management of the Company has been taken over by them. The new promoters are having enriched experience in the field of trading of bullions, commodities, precious metals and stones, considering their experience in this line of activities after they being promoters of this Company started the activities of the Company in similar field. This resulted into generation of profit by the Company almost after one and half decades.

After change of management the new promoters of the Company, with the consent of members, with effect from 29lh September,2009 shifted the Registered Office of this Company to 11-B, New Ahmedabad Industrial Estate, Village-Moraiya, Sarkhej-Bavla Road, Moraiya-382213. Dist.-Ahmedabad.

CHANGE OF NAME

During the year under consideration, the Company, after obtaining members consent, has changed its Name to AuSom Enterprise Limited. The necessary consent of the Central Government (ROC) as required under Companies Act, 1956 has been obtained and the new name became applicable with effect from 16lh October, 2009. The shares of the Company at both the Stock Exchanges i.e. BSE and NSE are now traded in new name.

If any of the members are holding shares in physical form with old name are requested to surrender their certificate(s) to the R&T Agent for New Certificates.

DEMATERIALISATION OF SHARES

As on 31-03-2010, 12585098 Equity Shares have been dematerialised, Out of which 7693867 Equity Shares dematerialised with National Securities Depository Limited (NSDL) and 4891231 Equity Shares with Central Depository Services (India) Limited (CDSL). It means 92.37% of total shares have been Dematerialised. International Security Identification Number ((SIN) of the companys equity shares is INE218C01016.

DIRECTORS

During the year under review Mr. Hitesh Adeshara and Mr. Mukesh Adeshara retire by rotation and being eligible, offer themselves for reappointment.

During the year under consideration Mr. Sunil Handa, Mr. Bimal Patel, Mr. B. R. Handa, Mrs. Divya Deepti Handa and Mr. B.J. Divan ceased from the directorship with effect from 7th August, 2009. Mr. Rajiv Mehta ceased from the directorship with effect from 30lh September, 2009. The Board of Directors appreciated the valuable services rendered by them during their tenure as Directors of the Company.

Further on 10"1 June, 2010 Mr. Kirtan Soni has resigned and relieved from the directorship of the Company due to his other pre- occupation. Board appreciated the valuable services rendered by him during his tenure as director.

At the Board Meeting held on 10lh June, 2010, Mr. Ghanshyambhai Akbari was appointed as an Additional Director pursuant to section 260 of the Companies Act, 1956 and shall hold office upto the conclusion of forthcoming 26"1 Annual General Meeting. The details in respect of his brief resume, nature of his expertise etc. have been mentioned in the Corporate Governance Report section and hence not provided here. You are therefore requested to kindly accord your consent for his appointment as Director liable to retire by rotation.

FIXED DEPOSITS

During the year under review, Company has not accepted and/or renewed any Deposits as provided under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rule, 1975. There is no unclaimed or overdue Fixed Deposits.

AUDITORS

The auditors, M/s. C. R. Sharedalal & Company, Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have also consented to act as Auditors of the Company.

AUDITORS REPORT

The auditors of the Company have not given any adverse remark in their Report and hence explanation of the Board is not required.

AUDIT COMMITTEE

During the year, the Audit Committee meetings were conducted as per the provisions of Listing Agreement with the Stock Exchanges. The details about the Role, Power of the committee etc. enumerated in the Corporate Governance Report and is forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act. 1956. your Directors state that:

I) In the preparation of annual accounts for the year ended March 31, 2010, the applicable accounting standards have been followed and that no material departures have been made from the same;

II) 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 31st March, 2010 and of the profit or loss of the Company for that year.

III) 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;

IV) The directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

In pursuance to Clause 49, as amended from time to time, of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report and Management Discussion and Analysis Report are given elsewhere and forming part of this Report.

PERSONNEL

None of the employee of the company is in receipt of remuneration of Rs. 24.00 lacs p.a. or Rs. 2.00 lacs per month, a limit as prescribed under Companies (Particulars of Employees) Rule, 1975 and hence information as required under section 217(2AA) read with Companies (Particulars of Employees) Rule, 1975 is not applicable.

MATTER REQUIRED TO BE REPORTED AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULE, 1988

The information in respect of Conservation of Energy, Technology absorption etc is not applicable to this Company mainly due to reason that the Company is engaged only in Trading Activities.

FOREIGN EXCHANGE EARNING AND OUTGO:

No Foreign Exchange Earning and Outgo during the year. (Previous year Rs. Nil)

ACKNOWLEDGEMENTS

The Directors would like to thanks bankers namely Axis Bank Ltd., HDFC Bank Ltd., Jammu and Kashmir Bank Ltd. and Induslnd Bank Ltd. for providing support to your company. The Directors also further acknowledged the support received from employees and customers.



For and on behalf of the Board of Directors

Place : Ahmedabad Kishor Mandalia Vipul Mandalia

Date : 10-06-2010 Managing Director Director

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