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Directors Report of Ausom Enterprise Ltd.

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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