The Members,

M/s. AUSOM ENTERPRISE LIMITED Ahmedabad

The Directors have pleasure in submitting their 34th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^s’ March, 2018.

1. FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previous year’s figures is given hereunder: (Amount in Rs.)

*The figures mentioned above remains the same for standalone statement and also for consolidated statement and hence not separately provide for.

The company has prepared its financial statements in accordance with IND AS.

2. DIVIDEND

No Dividend was declared for the financial year under review due to inadequacy of profit.

3. AMOUNTSTRANSFERREDTO RESERVES

During the year, Company earned profit of Rs. 19.45 Cr. which has been transferred to surplus in the Statement of Profit and Loss. As a result as on 31-03-2018 the total reserve and surplus is amounting to Rs. 55.38 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 generated revenue of Rs. 347.33 Cr. as against Rs. 288.26 Cr. for the previous year. Similarly, the Company has generated net profit amounting to Rs. 19.45 Cr. (PAT) as against Rs. 8.03 Cr. (PAT) forthe previous year.

The Company during current year is anticipating to achieve gross turnover of Rs. 1000 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 forthe 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 the date of signing of this report.

6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS ORT8IBUNAL

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. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review. Even the company does not have any unpaid or unclaimed deposit at the end of the year.

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

Your Company has complied with all the mandatory requirements of Corporate Governance norms as mandated by Regulation 15(2) and 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance together with the Certificate regarding compliance of conditions of Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of SEBI(LODR) Regulations, 2015 forming part of this Annual Report at Annexure-’A’.

The Management Discussion & Analysis report also forms part of this Annual Report atAnnexure-’B’.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility Committee in compliance with Section 135 of the Companies Act, 2013 read with rules framed thereunder.

The Company for the year under consideration 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://aus0m.in/PDF/P0LICY/C0RP0RATE%20S0CIAL%20RESP0NSIBILITY%20P0LICY.pdf

The requisite details on CSR activities pursuant to Section 135 of the Companies Act, 2013 that with its rules is attached at Annexure- ‘C”.

11. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013, the Company has constituted the Nomination and Remuneration Committee and their policy and the same is approved by the Board. The Policy is attached at Annexure -’D’.

12. EXTRACTOF ANNUAL 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 at Annexure-’E’.

The same is also available on the website of the Company:

http://ausom.in/PDF/AnnuaI-Return/Annual%20Return_IViGT-7_2018_AUSOM%20ENTERPRISE%20LIMITED.pdf

13. AUDITORS AND QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITORS STATUTORY AUDITORS

M/s. SWETA PATEL & ASSOCIATES, Chartered Accountants, Ahmedabad was appointed as Statutory Auditors at the 33^,d Annual General Meeting of the Company held on 28th September, 2017 who shall hold such office for a period of 5 years until the conclusion of 38th Annual General Meeting.

Pursuant to the Companies (Audit and Auditors) Second Amendment Rules, 2018 dated 7th May 2018, the provision for ratification of Members in Annual General Meeting of the Company has been omitted.

There is no qualification or adverse remarks or disclaimers made by the auditors in their report on the financial statement of the Company for the financial year ended 31st March, 2018.

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 2017-18. The Secretarial Audit Report in prescribed format MR-3 for the financial year ended March 31,2018 is annexed here with marked at 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 underthe heading’Corporate Social Responsibility’.

14. WHISTLE BLOWER POLICY (VIGIL MECHANISM)

As per requirement of Section 177(9) read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014, the Company has formulated a Whistle Blower policy to establish a vigil mechanism for Directors and Employees of the Company to report their genuine concern or grievances about unethical behavior, actual or suspected fraud or violation of the company’s Code of Conduct. The said policy is attached at Annexure -’G’. No personnel have been denied access tothe Audit Committee.

15. 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) BON US 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.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

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 i.e. trading of commodities, bullions, gold jewellery, shares and securities, units of mutual funds, diamonds and derivatives.

The Company has not earned any Foreign Exchange amount by way of direct export and has not spent any amount on purchase of Trade goods or Commodities during the year.

17. 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. Vipui Z. Mandalia (DIN: 02327708) will retire by rotation at the ensuing Annua! General Meeting and being eligible, offers himself for reappointment. The Board recommends his reappointment.

The detailed resumed of Mr. Vipul Z. Mandalia is provide in the Notice to this report as required under SEBI (LODR) 2015.

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.

18. PERSONNEL

A. Disclosure under section 197 (12) and rules 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014.

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above rules are annexed at Annexure-’H’ to this report.

B. Statement of Particulars of top ten Employees Pursuant to Rule 5 (2) of the Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014

(i) Name of top 10 Employees in terms of remuneration draw: The same shall be provided on request.

(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.

19. NUMBER OF BOARD MEETINGS

During the Financial Year 2017-18, total 4 (Four) meetings of Boards were held respectively on 29/05/2017, 10/08/2017,09/11/2017 and 07/02/2018.

20. 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 4,12 and 36 to this Financial Statement.

21. JOINTVENTURE

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements and the same is part of this Annual Report. Further, a statement containing salient features of the Financial Statements of the Company’s joint venture is given in prescribed form AOC-1. The said form is attached at Annexure-”I”

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties under Section 188 of Companies Act, 2013 and the Regulation 23 of SEBI (LODR), Regulations, 2015 were in the ordinary course of business and on an arm’s length basis. During the year, the Company had 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%20Partv%20Transaction%20Policv.pdf The particulars in prescribed form AOC-2 is attached atAnnexure-’J’.

23. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its Responsibility Statement:—

a) In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. RISK MANAGEMENT POLICY

Your Directors have voluntarily constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company’s management systems, organizational structures, processes, standards, code of conduct and 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.

25. REPORT ON THE SEXUAL HARRASSMENT OF 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 2017-18, no case has been filed under the said act.

26. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSEL) ACT 2013.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressel) Act, 2013.

27. MAINTENANCE OF COST RECORDS

The Company is not required to maintain any cost records as specified by Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are not made and maintained by the Company.

28. TRANSFER OF UNCLAIMED DIVIDENDTO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared in the past by the company.

29. 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 Vipul Z. Mandalia

Date: 8th August, 2018 Managing Director Director

Din: 00126209 Din: 02327708