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Directors Report of Autumn Builders Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

BACKGROUND:

Autumn Builders Limited was established under the Companies Act, 1956, on February 25, 2009, having its registered office in the state of West Bengal. The Company is prominently engaged in the development, sale and lease of commercial, residential, retail and industrial properties, undertakes residential and commercial construction projects.

FINANCIAL RESULTS:

The summarized financial results of the Company for the year ended 31st March, 2015 are as follows:

Particulars Current Year ended Previous Year Ended 31.03.2015 31.03.2014

Profit Before Tax 2,478,203.62 446,983.70

Less: Provisions for Income Tax 713,598.00 86,525.00

Less: Provisions for Deferred Tax (585.00) (7,288.00)

Profit after Tax 1,765,190.62 367,746.70

Balance of Profit brought forward 497,936.70 130,190.00

Depreciation Adjustment pursuant to 66,397.00 -

Schedule II of the Companies Act,2013

Balance Carried to Balance Sheet 2,196,730.32 497,936.70

PERFORMANCE:

During the financial year 2014-15 your Company achieved a turnover of Rs. 19,742,950 with a 277.29% (approx) increase over last year turnover. Net profit (Post tax) for the year 2014-15 stood at Rs.1,765,190.62. The Earning per share (EPS) is 0.14.

DIVIDEND:

Your Directors feel that Company should re- invest the profit in the business and to target growth in the existing business areas. In order to meet its growing fund requirement and to conserve its resources for future expansions, the Directors have decided not to recommend the dividend for the current year.

CONVERSION OF COMPANY INTO A PUBLIC LIMITED COMPANY

During the FY 2012-13, the Company was a Private limited Company. Subsequently, our Company was converted into a Public limited Company under the Companies Act, 1956 and the name of the Company was changed to "Autumn Builders Limited" pursuant to issue of fresh Certificate of Incorporation consequent upon change of name on conversion to public limited Company dated October 15, 2013.

DIRECTORS:

Mr. Deepak Kumar Singh, Managing Director, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

The Companies Act, 2013 provides for appointment of Independent directors. Sub-section (10} of Section 149 of the Companies Act, 2013 provides that Independent Director shall hold office for a term of up to five consecutive years on the Board of a company and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company. Sub-section 11 states that no Independent director shall be eligible for more than two consecutive terms of up to five years each. Sub-section (13} states that the provision in respect of retirement of directors by rotation as defined in sub-sections (6) and (7) of Section 152 of the Act shall not apply to such Independent directors. Further, appointment of existing Independent Directors as required by the Companies Act, 2013, also needs to be made as per Sections 149,150 and 152 read with schedule IV thereto and rules made thereunder.

Accordingly Mr. Sant Lai Goel (holding DIN - 01930453), Mr. Punit Parasramka (holding DIN - 02794913), and Mr. Vikash Agarwal (holding DIN - 06405191),the existing Independent Directors of the company, are not liable to retire by rotation, for a term up to 31st March,2019.

KMP CHANGES:

Ms Anisha Agarwal ceased to be a Company Secretary & Compliance Officer with effect from 21/07/2015 KMP APPOINTMENT

Mrs Priyanka Mohta has been appointed as the Company Secretary &Compliance Officer with effect from 21/07/2015.

AUDITORS:

M/s Alfa Daga & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They have offered themselves for re- appointment as Statutory Auditors and have provided a certificate that their re-appointment, if it is made will be in conformity with the provisions of the Act and they are not disqualified for appointment. The Board of Directors and the Audit Committee recommend their appointment for the ensuing year.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain qualification reservation or adverse remark.

DIRECTORS' RESPONSIBILITY STITEMENT:

Pursuant to the requirement clause of Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, your Directors hereby confirm that

(i) In the preparation of the annual accounts for the year ended 31st March,2015, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act,2013, have been followed and there are no material departures from the same;

(ii) The Directors have 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 as at the end of the financial year and of the profit of the Company for that period;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;and

(iv) The Directors have prepared the annual accounts of the Company on a 'going concern' basis;

(v) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under the Listing Agreement to be entered into with Bombay Stock Exchange Ltd., Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere to all the stipulations laid down in Listing Agreement. A detailed report on the Corporate Governance in compliance with Listing Agreement is presented as a part of the Annual Report. A Certificate from the Auditor on the compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company. Therefore the information related to those aspects is not given. Further, there has been no foreign exchange earnings and outgo during the year under Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of the Companies Act, 2013 is included in this report as Annexure-B and forms an integral part of the Report.

NUMBER OF BOARD MEETINGS

The number of Board Meetings held during the year stands at 4.

CSR POLICY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

LOANS, GUARANTEES & INVESTMENTS

The Company has not given any loan to or provided any guarantee or security in favor of any other parties. The Company has also not made any investment of its fund with any other party.

INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal financial controls with respect to the financial statements and commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in operation was observed.

RISK MANAGEMENT POLICY

The Company has robust systems for Risk Assessment and mitigation which is reviewed periodically. The Company's risk identification and assessment process is dynamic and hence it has been able to identify, monitor and mitigate the most relevant strategic and operational risks.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed 5.A. & Associates (Company Secretaries) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is Included in Annexure-A and forms an integral part of this report.

HUMAN RESOURCES:

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under the provisions of Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

During the year under review, relationship with the employees is cordial.

LISTING ON SME PLATFORM

Your Directors are pleased to inform you that the Company's securities have now been listed on the ITP Platform of BSE Limited on April 14, 2014 and the Company has paid listing fee to the Exchange for the year 2014-15.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary of the Company at present, hence no consolidated financial statements have been prepared.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any fixed deposits from the public.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the support extended by its Employees, Bankers, Customers and various Government Agencies. The Board also wishes to thank the shareholders for their unstinted support.

By order of the Board of Directors

Date: 30.05.2015 For Autumn Builders Limited

Place: Kolkata

Deepak Kumar Singh (Managing Director)




Mar 31, 2014

Dear members,

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2014.

BACKGROUND:

Autumn Builders Limited was established under the Companies Act, 1956, on February 25, 2009, having its registered office in the state of West Bengal. The Company is prominently engaged in the development, sale and lease of commercial, residential, retail and industrial properties, undertakes residential and commercial construction projects.

FINANCIAL RESULTS:

The summarized financial results of the Company for the year ended 31st March, 2014 are as follows:

(In Rs.) Particulars Current Year ended Previous Year Ended 31.03.2014 31.03.2013 Profit Before Tax 446,983.70 27,229.00 Less: Provisions for Income Tax 86,525.00 16,924.00 Less: Provisions for Deferred Tax (7,288.00) 8,280.00 Profit after Tax 367,746.70 2,025.00 Balance of Profit brought forward 130,190.00 128,165.00 Balance Carried to Balance Sheet 497,936.70 130,190.00

PERFORMANCE:

During the financial year 2013-14 your Company achieved a turnover of Rs. 5,189,406.85 with a 168.95% (approx) increase over last year turnover. Net profit (Post tax) for the year 2013-14 stood atRs. 367,746.70 The Earning per share (EPS) is 0.03.

DIVIDEND:

Your Directors feel that Company should re-invest the profit in the business and to target growth in the existing business areas. In order to meet its growing fund requirement and to conserve its resources for future expansions, the Directors have decided not to recommend the dividend for the current year.

CONVERSION OF COMPANY INTO A PUBLIC LIMITED COMPANY

During the FY 2012-13, the Company was a Private limited Company. Subsequently, our Company was converted into a Public limited Company under the Companies Act, 1956 and the name of the Company was changed to "Autumn Builders Limited" pursuant to issue of fresh Certificate of Incorporation consequent upon-change of name on conversion to public limited Company dated October 15, 2013.

Mr. Deepak Kumar Singh, Managing Director, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

The Companies Act, 2013 provides for appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that Independent Director shall hold office for a term of up to five consecutive years on the Board of a company and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company. Sub-section 11 states that no independent director shall be eligible for more than two consecutive terms of up to five years each. Sub- section (13) states that the provision in respect of retirement of directors by rotation as defined in sub- sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors. Further, appointment of existing Independent Directors as required by the Companies Act, 2013, also needs to be made as per Sections 149,150 and 152 read with schedule IV thereto and rules made thereunder.

Accordingly Mr. Sant Lal Goel (holding DIN - 01930453), Mr. Punit Parasramka (holding DIN -02794913), and Mr. Vikash Agarwal (holding DIN - 06405191), existing Independent Directors of the company, are proposed to be appointed as Independent Director of the Company, not liable to retires by rotation, for a term up to 31st March,2019.

The Company has received requisite notices in writing from members in terms of Section 160 of the Companies Act, 2013 proposing Mr. Sant Lal Goel, Mr. Punit Parasramka and Mr. Vikash Agarwal for appointment as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013.

The brief resume of the aforesaid Directors and other information have been detailed in the Notice. Yours Directors recommend their appointment as Directors of your company.

AUDITORS:

M/s Alfa Daga & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They have offered themselves for re-appointment as Statutory Auditors and have provided a certificate that their re-appointment, if made, will be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956. The Board of Directors and the Audit Committee recommend their appointment for the ensuing year.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, the Directors hereby confirm that:-

(i) in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have 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 as at the end of the financial year and of the profit of the Company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;and

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the Listing Agreement to be entered into with Bombay Stock Exchange Ltd., Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere to all the stipulations laid down in Listing Agreement. A detailed report on the Corporate Governance in compliance with Listing Agreement is presented as a part of the Annual Report. A Certificate from the Auditor on the compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The provisions of Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the report of Board of Directors") Rules, 1988 regarding conservation of energy and technology absorption are not applicable. Therefore the information relating to conservation of energy or technology absorption etc is not given. There has been no foreign exchange earnings and outgo during the year under report.

HUMAN RESOURCES:

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975.

During the year under review, relationship with the employees is cordial.

LISTING ON SME PLATFORM

Your Directors are pleased to inform you that the Company''s securities have now been listed on the ITP Platform of BSE Limited on April 14, 2014 and the Company has paid listing fee to the Exchange for the year 2013-14.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary of the Company at present, hence no consolidated financial statements have been prepared.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any fixed deposits from the public.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the support extended by its Employees, Bankers, Customers and various Government Agencies. The Board also wishes to thank the shareholders for their unstinted support.

By order of the Board of Directors Date: 28.05.2014 For Autumn Builders Limited Place: Kolkata Deepak Kumar Singh (Managing Director)


Mar 31, 2011

The Directors present herewith Annual Report of the Company together with the audited statement of accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

Particulars Current year Previous Year

Profit before / (Loss) Tax 1,12,371 33,788

Less: Provisions for Income Tax 20,833 5,644

Deferred Tax 0 0

Profit after Tax 91,538 28,124

Balance as per last account 24,029 (4,115)

Balance Carried to Balance Sheet 1,15,567 24,029

DIVIDEND

Your Directors regret to not recommend any dividend on Equity Shares for the year under review in view of the inadequate profit of the company during the period under review.

YEAR IN FUTURE PROSPECTS

During the year under review the company was unable to attained achievable profit. Your Directors are looking better. for year in prospects.

STAFF & LABOUR RELATIONS

None of the employees are covered under section 217(2A) of the Companies Act, 1956. The industrial climate is congenial and relations with the workers, staff and officers’ of the Company are warm and cordial.''

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Since there is no Manufacturing activities carried on by the Company The particulars in respect of conservation of Energy, technology Absorption and Foreign Exchange earnings & outgo as required u/s 217 (I) ( c) of the Companies Act, 1956 are not Furnished.

AUDITORS

M/s Rakesh Kumar Agarwal, Chartered Accountants, the Auditors of the Company shall be retiring at the conclusion of the ensuing Annual General Meeting and offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT-.

Pursuant to Sub Section (2AA) of section 217 of the Companies (Amendment) Act, 2000 The Board of Directors of the Company hereby state and confirm that

i) In the preparation of the Annual Accounts, The applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) The Directors had selected such accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fan view of the State Affairs of the company at the end of the Financial Year and of the Profit of the Company for the period.

iii) The Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the Provisions of the Companies Act 1956 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.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the co-operation and continued assistance extended by central and State Governments and all others whose continued support has been a source of strength to the Company.

BY ORDER OF THE BOARD

AUTUMN BUILDERS PVT. LTD.

Place:- Kolkata

Date:- 1st Day of September, 2011 Director


Mar 31, 2010

The Directors present herewith Annual Report of the Company together with the audited statement of accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

PARTICULARS Current Year Previous Year

Profit before/(Loss) Tax 33,788 (4,115)

Less;- Provisions for

Income Tax 5,644 0

Fringe Benefit Tax 0 0

Deferred Tax 0 0

Profit after Tax 28,144 (4,155)

Balance as per last account (4,115) 0

Balance Carried to Balance Sheet 24,029 (4,115)

DIVIDEND

Your Directors regret to not recommend any dividend on Equity Shares for the year under review in view of the inadequate profit of the company during the period under review.

YEAR IN FUTURE PROSPECTS

During the year under review the company was unable to attained achievable profit. Your Directors are looking better for year in prospects.

STAFF & LABOUR RELATIONS

None of the employees are covered under section 217(2A) of the Companies Act, 1956. The industrial climate is congenial and relations with the workers, staff and officers of the Company are warm and cordial.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Since there is no Manufacturing activities carried on by the Company, The particulars in respect of conservation of Energy, technology Absorption and Foreign Exchange earnings & outgo as required u/s 217 (I) ( c) of the Companies Act, 1956 are not Furnished.

AUDITORS

M/s S.K.Thakur & Associates , Chartered Accountants, the Auditors of the Company shall be retiring at the conclusion of the ensuing Annual General Meeting and offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to Sub Section (2 AA) of section 217 of the Companies (Amendment) Act, 2000 The Board of Directors of the Company hereby state and confirm that :-

i) In the preparation of the Annual Accounts, The applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) The Directors had selected such accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the State Affairs of the company at the end of the Financial Year and of the Profit of the Company for the period.

iii) The Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 1956 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.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the co-operation and continued assistance extended by central and State Governments and all others whose continued support has been a source of strength to the Company.

BY ORDER OF THE BOARD

Autumn Builders Pvt. Ltd

Place :- Kolkata

Date :- 1st Day of September, 2010 Director

 
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