To the Members
Your Directors present you the 22nd Annual Report of your Company and theAudited Accounts for the financial year ended 31st March 2015.
1. FINANCIAL SUMMARY
Financial Summary and performance Highlights of your Company for the financial yearended March 31 2015 are as follows:
| || ||Amt in (Rs.) |
|Particulars ||2014-15 ||2013-14 |
|Total Revenue ||252198404.00 ||231261201.00 |
|Total Expense ||257514705.12 ||217767115.00 |
|Profit/Loss Before Tax ||(5316301.12) ||(13494086.00) |
|Less: Taxation || || |
|Current Tax ||(3482003.00) ||(3513392.00) |
|Deferred Tax ||5206876.00 ||325795.00 |
|Profit/Loss After Tax ||(3591428.12) ||10306489.00 |
2. RESULTS OF OPERATIONS
The total revenue of your Company for the 2014-15 is Rs. 252198404.00/- as againstRs. 231261201.00/- in the previous year. The Net Loss before tax stood at Rs.(5316301.12/-) as against Net Profit before tax Rs.13494086.00/- in the previous year.The Loss after Tax is Rs. (2726664.12/-) as against Profit after Tax Rs. 1306489.00/-in the previous year.
Due to future financial requirements profit has been deployed back to the Reserve& Surplus and the Directors have not recommended any dividend for the period endedMarch 31 2015.
4. CHANGE IN THE NATURE OF BUSINESS
During the year there was no change in the nature of business of the Company.
5. MATERIAL CHANGES AND COMMITMENT
Mr. Pradeep Dutta and Ms. Ruma Mukherjee was appointed as Additional Director of thecompany w.e.f 29th May 2015. Apart from this there are no material changesand commitments affecting the financial position of the Company occurred between the endof the financial year to which this financial statements relate on the date of thisreport.
6. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNEDDURING THE FINANCIAL YEAR ENDED MARCH 31 2015.
Mr. Sanyam Agarwal was appointed as Director in place of Mr. Avinash Agarwal who hasresigned from the post of Directorship of the Company w.e.f. 30th May 2014 dueto some unavoidable circumstance. The Board places on record its appreciation for thevaluable guidance and services rendered during his tenure. Ms. Shweta Chaturvedi appointedin place of Mr. Harish Kumar for the post of Company Secretary and Compliance Officerw.e.f 30th May 2014. Mr. Hari Prakash Garg and Mr. Sanyam Agarwal resignedfrom the post of Managing Director and Director respectively w.e.f 14th August2014. Due to Un- avoidable circumstances Ms. Shweta Chaturvedi has resigned from the postof Company Secretary w.e.f. 14th August 2014.
Pursuant to the provision of 161(1) and 149 of the Companies act 2013 Mr. Roop Lalappointed as Additional Director designated as Independent Director in place of Mr.Mahendra Singh Soda w.e.f November 14 2014 and shall hold office up to the date of theensuing Annual General Meeting.
Due to Un-avoidable circumstances Mr. Sushil Agarwal and Mr. Gajanand Gupta has tenderther resignation w.e.f 29th May 2015 and pursuant to the provisions of Section161(1) of the Companies Act 2013 and the Articles of Association of the Company Mr.Pradeep Dutta and Ms. Ruma Mukherjee were appointed as Additional Director designated asIndependent Director w.e.f. 29th May 2015 and they shall hold office up to thedate of the ensuing Annual General Meeting.
As per the provisions of Section 152 of the Companies Act 2013 Mr. Roop Lal Directorof the Company retires by rotation at the ensuing Annual General Meeting. Mr. Roop Lal hasexpressed his intention to seek re-election as a Director of the Company. The brief resumeof the aforesaid directors and other information have been detailed in the CorporateGovernance Section of this report
7. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92(3) of TheCompanies Act 2013 read with Rule 12 of the Companies (Management and administration)Rules 2014 in the prescribed Form MGT-9 is furnished in Annexure 1 and forms anintegral part of this report.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1) OF THE COMPANIES ACT 2013.
All the transactions done with related parties for the year under review were onarms length basis and are in compliance with the applicable provisions of the Actand Listing Agreement. There are no material significant related party transactions madeby the Company with Promoters Directors or Key Managerial Personnel etc. which may havepotential conflict with the interest of the Company at large. Transactions with relatedparties entered by the Company in the normal course of business are periodically placedbefore the Audit Committee of the Company for its approval. The particulars of contractsentered during the year are shown in the prescribed Form AOC-2 which is enclosed as Annexure-2.
10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year 2014-2015 5 (five) meetings of the Board of Directors wereheld:
|May 30 2014 ||July 10 2014 |
|August 14 2014 ||November 14 2014 |
|February 13 2015 || |
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Directors hereby confirmthat:
in the preparation of the annual accounts for the year ended 31stMarch 2015 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed along with proper explanation relating tomaterial departures;
they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company as at 31st March 2015 and of theprofit and loss of the company for that period;
they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
they have prepared the annual accounts on a going concern basis;
they have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively; and
they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
12. STATUTORY AUDITOR
M/s PVR-N & Co. Chartered Accountants (Firm Registration No. 004062N) havebeen appointed as the Statutory Auditors of the Company in the 20th AnnualGeneral Meeting of the Company held on August 25 2014 to hold the office till theconclusion of 24th Annual General Meeting of the Company subject to the ratification ofshareholders at every Annual General Meeting. Further the ratification in respect withthe appointment of M/s PVR-N & Co. Chartered Accountants as the StatutoryAuditors of the Company is proposed for the ratification of shareholders in the Notice of21st Annual General Meeting of the Company.
13. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act 2013 the Company had appointed Ms. Umaa Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Auditof the Company for FY 2014-2015. The Report of Secretarial Auditor (Form MR-3) for the FY2014-2015 is annexed to the report as Annexure-3.
14. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION
There were no qualifications reservations or adverse remarks made either by theStatutory Auditors or by the Practicing Company Secretary in their respective reports.
15. RISK MANAGEMENT POLICY
Your Directors have adopted a Risk Management Policy for the Company. The AuditCommittee and the Board of Directors of the Company review the risks if any involved inthe Company from time to time and take appropriate measures to minimize the same. TheAudit Committee ensures that the Policy for Risk Management is adopted across the Companyin an inclusive manner.
16. ORDERS PASSED BY THE REGULATORS OR COURTS IF ANY
No significant and material orders were passed by the Regulators Courts or Tribunalsimpacting the going concern status and Company's operations in future.
17. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company's internal control systems are supplemented by an extensive programme ofinternal audit by an independent professional agency and periodically reviewed by theAudit Committee and Board of Directors. The internal control system is designed to ensurethat all financial and other records are reliable for preparing financial statementsother data and for maintaining accountability of assets.
18. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013and clause 49 of the listing agreement so as to qualify themselves to be appointed asIndependent Directors under the provisions of the Companies Act 2013 and the relevantrules.
19. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATIONAND DISCHARGE OF THEIR DUTIES
The Company has adopted a Nomination and Remuneration Policy on Directors' Appointmentand Remuneration including criteria for determining qualifications positive attributesindependence of a director and other matters as provided under Section 178(3) of theCompanies Act 2013. The Policy is enclosed as a part of this report in compliance withSection 134(3) of the Companies Act 2013. (Annexure-4).
20. PERFORMANCE EVALUATION OF THE BOARD
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard Evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its Committees andindividual Directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of Independent Directors shall be done by the entire Board of Directorsexcluding the director being evaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe Corporate Governance Report and forms part of this report However the actualevaluation process shall remain confidential and shall be a constructive mechanism toimprove the effectiveness of the Board/ Committee.
21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a vigil mechanism/ Whistle Blower Policy and overseasthrough the committee the genuine concerns expressed by the employees and otherDirectors. The Company has also provided adequate safeguards against victimization ofemployees and Directors who express their concerns. The Company has also provided directaccess to the chairman of the Audit Committee on reporting issues concerning the interestsof co employees and the Company. The Whistle Blower policy as approved by the Board hasbeen uploaded on the website of the Company i.e. www.aceedutrend.com.
23. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT 2013 AND RULE 5 OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014.
In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the names and other particulars of employees should be set out in the annexure to theDirectors' Report. As the Company has not paid any remuneration to the Directorstherefore there is no requirement to comply with the provisions of this section.
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. BONUS 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.
25. FIXED DEPOSITS
The Company has not accepted any deposit during the Financial Year 2014-15 and assuch no amount of principal and interest was outstanding as on Balance Sheet date.
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under Section 217(1)(e) of the Act read withCompanies
(Disclosures of Particulars in the Report of the Board of Directors) Rules 1988regarding Conservation of Energy and Technology Absorption have not been furnishedconsidering the nature of activities undertaken by the Company during the year underreview. Further there was no Foreign Exchange earnings and outgo during the Financial Year2014-2015.
27. MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on Management Discussion and Analysis relating to business andeconomic environment surrounding your company is enclosed as a part of the Annual Report.
28. SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES
The Company doesnt have any subsidiary joint venture or associate Company.
29. SEXUAL HARASSMENT POLICY
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.
Company is in progress to adopt a policy for prevention of Sexual Harassment of Womenat workplace and top tier of the management has been entrusted with the responsibility toset up Committee for implementation of said policy. During the year there were noinstances and complaint of harassment against the Company.
30. CORPORATE GOVERANCE
Your Company is committed to achieve the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set by the Regulators/ applicable laws.Our focus on corporate governance where investor and public confidence in companies is nolonger based strictly on financial performance or products and services but on a company'sstructure its Board of Directors its policies and guidelines its culture and thebehavior of not only its officers and directors but also all of its employees.
Our approach is proactive starting with our Leadership Team. It is also deeplyingrained in our corporate culture guiding how we work and how we do business.
We continually discuss bylaws and governance practices changing our policies whennecessary and pointing out areas where we need to improve our performance. We also compareour practices to the criteria used by outside organizations to evaluate corporateperformance.
A separate section on Corporate Governance standards followed by the Company asstipulated under Clause 49 of the Listing Agreement with the stock exchange is enclosed asan Annexure to this report. The report on Corporate Governance also contains certaindisclosures required under the Companies Act 2013.
A requisite certificate from the Statutory Auditors of the Company M/s PVR N &Co. Chartered Accountants confirming compliance with the conditions of CorporateGovernance as stipulated under the aforesaid clause 49 is attached to the CorporateGovernance Report.
31. LISTING OF SHARES
Your Companys shares are listed and are being traded on the Bombay Stock Exchangeof
India Limited & applied for listing of shares in National Stock Exchange Limited.The Listing Fees for the financial year 2015-16 has been paid.
32. NO DEFAULT
The Company has not defaulted in payment of interest and repayment of loan to any ofthe financial institutions and /or banks during the period under review.
Certain statements in the 'Management Discussion and Analysis' section may beforward-looking and are stated as required by applicable laws and regulations. Manyfactors may affect the actual results which would be different from what the Directorsenvisage in terms of the future performance and outlook. Investors are cautioned that thisdiscussion contains forward looking statement that involve risks and uncertaintiesincluding but not limited to risks inherent in the Company's growth strategy dependenceon certain businesses dependence on availability of qualified and trained manpower andother factors discussed. The discussion and analysis should be read in conjunction withthe Company's financial statements and notes on accounts.
Your Directors wish to place on record their appreciation for the contribution made byemployees at all levels to the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation to the bankers financialinstitutions shareholders dealers and customers for their continued support assistancewithout this appreciable support it not possible for the company to stands in competitivemarket therefore company seeks this support in future too.
For and on behalf of the Board of Directors
ACE Edutrend Limited
Date: 14th August 2015
Place: New Delhi