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AuSom Enterprise Limited AGM Information 2021

Sep 2, 2021

60697_rns_2021-09-02_f0a3cc20-20c4-4a71-a9a3-f2cea279faa8.pdf

AGM Information

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410 AuSom Enterprise Limited

Ref. No.: AEL/SEC/AGM/2021-2022 Date: - 2nd September, 2021

To, The Manager, DCS-CRD Corporate Relationship Department, BSE Limited, Phiroze Jeejeebhoy Tower, Dalai Street, Mumbai- 400 001

To,

The Listing Department, 5th Floor, National Stock Exchange of India Limited, "Exchange Plaza", Bandra-Kurla Complex, Bandra (East), Mumbai-400 051.

SECURITY CODE: 509009 II SECURITY ID: AUSOMENTII ISIN: INE218C01016 II SERIES: EQ

Subject: Notice of Thirty Seventh (37th) Annual General Meeting of the Members of the Company

Dear Sir/Madam,

The Notice calling the Thirty Seventh (379 Annual General Meeting of the members of the Company scheduled to be held on Wednesday, the 29th September, 2021 at 01.00 p.m. through Video Conferencing (VC) / Other Audio Visual Means (OAVM) without the physical presence of the Members at a common venue, in compliance with General Circular No. 20/2020 dated May 5, 2020 read with General Circular No. 14/2 020 dated April 8, 2020, 17/2020 dated April 13, 2020 and 02/2021 dated January 13, 2021 issued by Ministry of Corporate Affairs and circulars issued by the Securities and Exchange Board of India (SEBI) vide Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and other applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, containing the business to be transacted thereat, is attached herewith.

As per Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and amendments thereto and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing to its Members, the facility to cast their vote by electronic means on all resolutions set forth in the Notice. The instructions for evoting are mentioned in the said Notice.

You are therefore requested to take note of the same.

Thanking you, For, AuSom Enterprise Limited

Ravikumar Pasi Company Secretary & Compliance Officer

Encl: As above

Registered Office : 11-B, New Ahmedabad Industrial Estate. Sarkhej-Bavla Road, Village - Moraiya - 382 213 Dist. Ahmedabad, Gujarat, INDIA • ON : L67190G11984PLC006746

NOTICE

NOTICE is hereby given that the Thirty Seventh (37th) Annual General Meeting of the Members of M/S. AUSOM ENTERPRISE LIMITED (CIN: L67190GJ1984PLC006746) will be held on Wednesday, the 29th day of September, 2021 at 01.00 p.m. through Video Conferencing (VC)/ Other Audio Visual Means (OAVM) to transact the followingbusiness:

ORDINARY BUSINESS:

    1. To receive, consider and adopt the Audited Financial Statements (including Consolidated Financial Statements) of the Company for the financial year ended 31st March, 2021, the Statement of Profit and Loss for the year ended on that date together with the Report of the Board of Directors' and Auditors thereon.
    1. To confirm the interim dividend of Rs. 0.50/- per equity share of Rs. 10/- each of the company and consider the same as final dividend for the financial year ended on 31st March2021.
    1. To appoint a Director in place of Mr. Zaverilal V. Mandalia (DIN: 00133262), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

  1. Continuation of appointment of Mr. Zaverilal V. Mandalia as an Non-ExecutiveDirector.

To consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or reenactment(s) thereof for the time being in force) consent of the Members of the Company be and is hereby accorded for the continuation of Directorship of Mr. Zaverilal V. Mandalia (DIN: 00133262), on the Board of the Company notwithstanding his attaining the age of Seventy-five (75) years on September 04,2021."

By Order of the Board of Directors For AuSom Enterprise Limited

Place:- Ahmedabad Ravikumar Pasi Date: - 12th August,2021 Company Secretary & ComplianceOfficer

Registered Office:

11-B, New Ahmedabad Industrial Estate, Sarkhej-Bavla Road, Village – Moraiya-382 213. Dist.:- Ahmedabad.Gujarat. CIN: L67190GJ1984PLC006746, Phone: +91 79 2642 1422-1499 Fax: +91 79 2656 9898 E-mail: [email protected] Website: www.ausom.in

NOTES:

    1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 and SEBI vide Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 ("SEBI Circular") dated 15th January, 2021. The forthcoming AGM will thus be held through through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
    1. A statement giving the relevant detail of the Directors seeking reappointment under item no. 3 of the accompanying Notice, as required under Regulation 36(3) of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 issued by The Institute of Company Secretaries of India is annexed herewith.
    1. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Companies Act, 2013 and relevant documents referred to in this Notice of AGM and explanatory statement, will be available electronically for inspection by the members during theAGM.
    1. The Register of Members and Share Transfer Books shall remain closed from Thursday, the 23rd September, 2021 to Wednesday, the 29th September, 2021 (both days inclusive).
    1. Members are advised to avail Nomination facility as well as Dematerializationfacility.
    1. The Company has appointed M/s. Link Intime India Private Limited situated at 5th Floor, 506 to 508, Amarnath Business Center -l (ABC-I), Beside Gala Business Center, Nr. St. Xavier's College Corner, Off C.G. Road, Navrangpura, Ahmedabad- 380 009 as Registrar and Transfer (R & T) Agentfor carrying out work relating to transfer as well as dematerialization of shares. The members/ investors are requested to communicate their queries in regards to transfer and dematerialization of shares to R & T Agent at the address mentioned above.
    1. The Company for the purpose of redressal of investor grievances has created an Email ID "[email protected]". This will facilitate to the investors to communicate any complaint/grievances to the Company directly.
    1. Shareholders seeking any information or clarification on the accounts are requested to send written queries to the Company, atleast 10 days before the date of the meeting to enable the management to keep the required information available at the meeting.
    1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the Annual General Meeting. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the Annual General Meeting will be provided by CDSL.

    1. The Members can join the Annual General Meeting in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the Annual General Meeting through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the Annual General Meeting without restriction on account of first come first servedbasis.
    1. The attendance of the Members attending the Annual General Meeting through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
    1. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, , the facility to appoint proxy to attend and cast vote for the members is not available for this Annual General Meeting. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the Annual General Meeting through VC/OAVM and cast their votes through e-voting.
    1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 14/2020 dated April 8, 2020 and Circular No. 17/2020 dated April 13, 2020, the Notice calling the Annual General Meeting has been uploaded on the website of the Company at www.ausom.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The Annual General Meeting Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the Annual General Meeting) i.e. www.evotingindia.com.
    1. The Annual General Meeting shall be convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020, MCA Circular No. 17/2020 dated April 13, 2020 MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 02/2021 dated January 13, 2021 and SEBI vide Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 ("SEBI Circular") dated 15th January, 2021.
    1. In continuation of this Ministry's General Circular No. 20/2020, dated 05th May, 2020 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in the year 2021, to conduct their Annual General Meeting on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January,13,2021.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM AND JOINING MEETING THROUGH VC/OAVM ARE ASUNDER:

  • The voting period begins on Sunday, 26th September, 2021 at 9:00 a.m. and ends on, Tuesday, 28th September, 2021 at 5:00 p.m.. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Wednesday, 22nd September, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
  • Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting.

• Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by theshareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-votingprocess.

• In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Type of
shareholders
Login
Method
Individual
Shareholders
holding
securities
in
Demat
mode with CDSL
1) Users who have opted for CDSL Easi / Easiest facility, can login through
their existing user id and password. Option will be made available toreach
e-Voting page without any further authentication. The URL for users to
login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login
or visit www.cdslindia.com and click on Login icon and select NewSystem
Myeasi.
2) After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the evoting is in progress as per the
information provided by company. On clicking the evoting option, the user
will be able to see e-Voting page of the e-Voting service provider for casting
your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting. Additionally, there is also links provided to
access
the
system
of
all
e-Voting
Service
Providers
i.e.
CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting
service providers' website directly.
3) If the user is not registered for Easi/Easiest, option to register is available
at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from a e-Voting link
available
on www.cdslindia.com home page. The system will authenticate the user
by sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e
Voting option where the evoting is in progress and also able to directly
access the system of all e-Voting Service Providers.
Individual
Shareholders
holding
1) If you are already registered for NSDL IDeAS facility, please visit the e
Services website of NSDL. Open web browser by typing the following URL:
https://eservices.nsdl.com either on a Personal Computer or on a mobile.
Once the home page of e-Services is launched, click on the "Beneficial

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is givenbelow:

securities
in
demat
mode with NSDL
Owner" icon under "Login" which is available under 'IDeAS' section. A new
screen will open. You will have to enter your User ID and Password. After
successful authentication, you will be able to see e-Voting services. Click on
"Access to e-Voting" under e-Voting services and you will be able to see e
Voting page. Click on company name or e-Voting service provider name and
you will be re-directed to e-Voting service provider website for casting your
vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is
available at https://eservices.nsdl.com. Select "Register Online for IDeAS
"Portal
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a
Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched,
click
on
the
icon
"Login"
which
is
available
under
'Shareholder/Member' section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number holdwith
NSDL), Password/OTP and a Verification Code as shown on the screen.
After successful authentication, you will be redirected to NSDL Depository
site wherein you can see e-Voting page. Click on company name or e-Voting
service provider name and you will be redirected to e-Voting service
provider website for casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the meeting
Individual
Shareholders (holding
securities
in
demat
mode) login through
Depository
their
Participants
You can also login using the login credentials of your demat account through
your Depository Participant registered with NSDL/CDSL for e-Voting facility.
After Successful login, you will be able to see e-Voting option. Once youclick
on e-Voting option, you will be redirected to NSDL/CDSL Depository site
after successful authentication, wherein you can see e-Voting feature. Click
on company name or e-Voting service provider name and you will
be
redirected to e-Voting service provider website for casting your vote during
the remote e-Voting period or joining virtual meeting & voting during the
meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementionedwebsite.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL andNSDL

Login
type
Helpdesk
details
Individual Shareholders holding securities in Members facing any technical issue in login
can
Demat mode with CDSL contact CDSL helpdesk by sending a request
at
[email protected] contact at
022-
23058738 and 22-23058542-43.
Individual Shareholders holding securities in Members facing any technical issue in login
can
Demat mode with NSDL contact NSDL helpdesk by sending a request
at
[email protected] or call at toll free no.: 1800 1020
990 and 1800 22 44 30

• Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.
  • 2) Click on "Shareholders" module.

  • 3) Now enter your User ID
  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
  • 4) Next enter the Image Verification as displayed and Click on Login.
  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
  • 6) If you are a first-time user follow the steps given below:
For Shareholders holding shares in Demat Form other thanindividual
and Physical
Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physicalshareholders)

Shareholders
who
have
not
updated
their
PAN
with
the
Company/Depository Participant are requested to use the
sequence
number sent by Company/RTA or contact Company/RTA.
Dividend
Bank
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Details recorded in your demat account or in the company records in order tologin.
OR Date of
Birth

If both the details are not recorded with the depository or company,
(DOB) please enter the member id / folio number in the Dividend Bank details
field as mentioned in instruction (v).
  • After entering these details appropriately, click on "SUBMIT" tab.
  • Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
  • For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
  • Click on the EVSN for the relevant AUSOM ENTERPRISE LIMITED (EVSN: 210824048) on which you choose to vote.
  • On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to theResolution.
  • Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
  • After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
  • Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
  • You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
  • If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • Facility for Non – Individual Shareholders and Custodians –Remote Voting
  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
  • The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
  • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
  • Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE ANNUAL GENERAL MEETING THROUGH VC/OAVM & E-VOTING DURING MEETING ARE ASUNDER:

    1. The procedure for attending meeting & e-Voting on the day of the AGM/ EGM is same as the instructions mentioned above for Remote e-voting.
    1. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote evoting.
    1. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM/EGM.
    1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
    1. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
    1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
    1. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 10 days prior to meeting mentioning their name, demat account number/folio number, email id,mobile number at [email protected]. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. These queries will be replied to by the company suitably byemail.
    1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
    1. Only those shareholders, who are present in the AGM/EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM/AGM.
    1. If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

    1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.
    1. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
    1. For Individual Demat shareholders Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on022-23058542/43.

Other Instructions

Mr. Niraj Trivedi, Company Secretary in Practice (Membership No.: FCS 3844, C.P. No.: 3123) Email ID: [email protected] has been appointed as the Scrutinizer to scrutinize the evoting process in a fair and transparent manner, in the Board Meeting of the Company held on 12-08-2021.

The Scrutinizer shall after the conclusion of voting at the Meeting, will first count the votes cast at the Meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two (2) witnesses not in the employment of the Company and make Scrutinizer's Report of the votes cast in favour or against, if any, forthwith to the Chairman or a person authorized by him in writing who shall countersign the same of theCompany.

The result shall, forthwith, be declared after the AGM of the Company. The Results declared alongwith the Scrutinizer's Report shall be placed on the Company's website http://www.ausom.in/ and on the website of cdsl immediately after the result is declared by the Chairman and communicate details regarding the voting result to the BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed.

All Documents referred to in the accompanying Notice shall be open for inspection at the Registered Office of the Company during normal business hours (11:00 am to 5:00 pm) on all working days except Sunday and other public holidays, up to and including the date of the Annual General Meeting of the Company.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 ("THE ACT")

ITEM NO. 4

Mr. Zaverilal V. Mandalia, aged 74, is the Non-Executive Director of the Company. In accordance with Regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no listed entity shall appoint a person or continue the Directorship of any person as a Non-Executive Director who has attained the age of seventy-five years unless a special resolution is passed to that effect.

Mr. Zaverilal V. Mandalia will attain the age of 75 years in September, 2021 and the continuation of his Directorship will be subject to approval by the shareholder by special resolution. Hence the approval of the shareholders is sought for the continuation of her Directorship on the Board of the Company even after attaining the age of 75years.

The Board of the Company is of the opinion that Mr. Zaverilal V. Mandalia has been an integral part of the Board and has provided valuable insights to the Company and his continuation as Director will be in the interest of the Company notwithstanding his completion of seventy five years of age. Hence the Board recommends the resolution set out in item No.4.

None of the Directors except Mr. Zaverilal V. Mandalia, Mr. Kishor P. Mandalia and Mr. Vipul Z. Mandalia or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the accompanying Notice of the AGM.

By Order of the Board of Directors For AuSom Enterprise Limited

Place:- Ahmedabad Ravikumar Pasi Date: - 12th August,2021 Company Secretary & ComplianceOfficer

Registered Office:

11-B, New Ahmedabad Industrial Estate, Sarkhej-Bavla Road, Village – Moraiya-382 213. Dist.:- Ahmedabad.Gujarat. CIN: L67190GJ1984PLC006746, Phone: +91 79 2642 1422-1499 Fax: +91 79 2656 9898 E-mail: [email protected] Website: www.ausom.in

Annexure to the Notice

Additional information on director recommendation for reappointment required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 issued by The Institute of Company Secretaries of India.

MR. ZAVERILAL V. MANDALIA (DIRECTOR RETIRING BY ROTATION) ITEM NO. 3 &4

Directors Identification Number (DIN) 00133262
Age 74
Qualification under graduate
Experience, expertise in specific functional areas
and Brief Resume
He has
of experience in the field of Wholesale and Retail
Jewellery business andmarketing.
Date of first Appointment on the Board of the
Company
07/08/2009
Shareholdings in the Company Equity Share 8,04,547
Terms and conditions of re-appointment Mr. Zaverilal V. Mandalia retires by rotation at the ensuing
AGM and being eligible, seeksre-appointment.
The terms and conditions of re-appointment of Mr. Zaverilal V.
Mandalia are in accordance with the provisions of Companies
Act, 2013, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and other applicable laws,
as may be applicable.
As per the resolution at item no. 4 of the Notice convening
Annual General Meeting to be held on 29th September, 2021
read with explanatory statementthereto.
Remuneration last drawn Refer to Report on CorporateGovernance
Remuneration sought to be paid Refer to Report on CorporateGovernance
Number of Meetings of the Board attended during
the year
4 out of 4
List of Directorship held in other companies Refer to Report on CorporateGovernance
Membership / Chairmanship in Committees of
other companies as on date
Refer to Report on CorporateGovernance
Names of Listed Entities from which Director has
resigned in the past three years
Not Applicable
Relationship with other Directors, Manager and
other KMP
Refer to Report on CorporateGovernance

By Order of the Board of Directors For AuSom Enterprise Limited

Place:- Ahmedabad Ravikumar Pasi Date: - 12th August,2021 Company Secretary & ComplianceOfficer

Registered Office:

11-B, New Ahmedabad Industrial Estate, Sarkhej-Bavla Road, Village – Moraiya-382 213. Dist.:- Ahmedabad.Gujarat. CIN: L67190GJ1984PLC006746, Phone: +91 79 2642 1422-1499 Fax: +91 79 2656 9898 E-mail: [email protected] Website: www.ausom.in