DIRECTORS’ REPORT

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 31^st March, 2018.

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 but has during the previous year also carried out business pertaining to embroidery and sale of cloths/textiles.

FINANCIAL RESULTS:

The summarized financial results of the Company for the year ended 31^st March, 2018 are as follows:

PERFORMANCE:

During the financial year 2017-18 your Company achieved a turnover of Rs. 10,245,890.22. The Company operated under two different business segments and therefore was able to achieve contemporary revenue growths. The Company had operating profits during the year, which had been further retained so as to contribute in the growth and prosperity of the business.

DIVIDEND:

The company though had profits during the period but by looking at the business’s going concern and for the growth of the same the Directors’ have not announced any dividend in 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. Subsection (13) states that the provision in respect of retirement of directors by rotation as defined in subsections (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 Mrs. Rani Mishra (holding DIN - 07250415), the existing Independent Directors of the company, are not liable to retire by rotation.

KMP CHANGES:

No Changes.

AUDITORS:

M/s Uttam K Garg & Co., Chartered Accountants, Statutory Auditors of the Company, retires at the conclusion of the ensuing Annual General Meeting of the Company as per Section 139 of the Companies Act, 2013 .In place of those retiring M/s. Singhal Naveen & Associates have been considered for appointment. They have offered themselves for appointment as Statutory Auditors and have provided a certificate of their consent letter for appointment, as per 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 Auditor’s Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain qualification reservation or adverse remark.

SECRETARIAL AUDITORS:

M/s S.A. Associates, Company Secretaries have conducted the Secretarial Audit of the Company. The Auditors’ Report is self explanatory in nature and does not contain any adverse remark and qualification. The Secretarial Audit Report forms part of this report in Annexure-A.

DIRECTORS’ RESPONSIBILITY STATEMENT:

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 31^st March,2018, 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 for Institutional Trading Platform of the SME Exchange, Bombay Stock Exchange Limited, 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, since the Company has not entered into any foreign contracts, the company neither has any foreign exchange earnings nor they had any long term contingencies.

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.

EXTRACT OF ANNUAL RETURN

As required under Section 92 of the Companies Act, 2013, the extract of Annual Return in Form - MGT-9 is presented in the separate section of this Report in Annexure-B and forms an integral part of this report.

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.

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.

ANNEXURES TO THIS REPORT:

The Annexures referred to in this report and other information which are required to be disclosed are annexed herewith and forms part of this report of the Directors:

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: 22.08.2018 For Autumn Builders Limited

Place: Kolkata Deepak Kumar Singh Punit Parasramka

(Director) (Director)

DIN: 03053786 DIN: 02794913