You are here » Home » Companies » Company Overview » Ace Men Engg Works Ltd

Ace Men Engg Works Ltd.

BSE: 539661 Sector: Others
NSE: N.A. ISIN Code: INE023R01018
BSE LIVE 15:24 | 23 Mar 21.90 -0.10






NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 22.00
VOLUME 27965
52-Week high 22.00
52-Week low 12.50
P/E 50.93
Mkt Cap.(Rs cr) 6.79
Buy Price 0.00
Buy Qty 0.00
Sell Price 21.90
Sell Qty 2387.00
OPEN 22.00
CLOSE 22.00
VOLUME 27965
52-Week high 22.00
52-Week low 12.50
P/E 50.93
Mkt Cap.(Rs cr) 6.79
Buy Price 0.00
Buy Qty 0.00
Sell Price 21.90
Sell Qty 2387.00

Ace Men Engg Works Ltd. (ACEMEN) - Director Report

Company director report

For The Financial Year 2014-15

Dear Members

Your Directors have pleasure in presenting their 35th Annual Report on thebusiness and operations of the Company together with the audited financial statements forthe financial year ended March 31st 2015. The summarized standalone andconsolidated financial performance of the company is as follows:

1. Financial Results (Amount in Rs.)




2014-15 2013-14 2014-15 2013-14
Profit Before Tax & Provision 63389 2411 58666 3632
Less: Provision For Tax 44210 745 44210 1099
Profit After Tax 19179 1666 14456 2533
Profit/ Loss Brought Forward From Previous Year (47475) (49141) (97225) (99788)
Profit/ Loss Available for Appropriation 19179 1666 14456 2533
Transfer To Reserve Nil Nil Nil Nil
Proposed Dividend Nil Nil Nil Nil
Tax on Proposed Dividend Nil Nil Nil Nil
Profit/ Loss Carried Forward (28296) (47475) (82799) (97255)
Basic/ Diluted Earnings Per Share 0.01 0.00 0.01 0.00

2. Dividend

Your Directors have not recommended any dividend for the financial year 2014-15 in viewof re- investment of the surplus in order to maintain a healthy capital adequacy ratio tosupport long term growth of your company.

3. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

The provisions of Section 125(5) of the Companies Act 2013 do not apply on the companyas no dividend has been declared during the year.

4. Reserves

Your Directors have not proposed to transfer the accumulated profit to Reserves duringthe year.

5. Brief description of the Company's working during the year/State of Company's affair

The Company's Primary business is trading in Sarees having a wide variety of fabricsand designs. The company has resumed its operation this financial year (2014-15) with Standalonerevenue of Rs. 139.51 Lakhs (Approx.) expenditure Rs 138.88 Lakhs (Approx.) andprofit before tax amounted to Rs. 0.63 Lakhs (Approx.) and Consolidated revenue ofRs. 139.68 Lakhs (Approx.) expenditure Rs 139.09 Lakhs (Approx.) and profit before taxamounted to Rs. 0.59 Lakhs (Approx.)

6. Change in the nature of business if any

There is no Change in the nature of business of company during the financial year.

7. Post Balance Sheet Events

No material changes have been occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report

8. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.

9. Details of Subsidiary/joint Ventures/Associate Companies

The Statement in Form AOC-I containing the salient feature of the financial statementof your Company's subsidiaries associates and joint venture companies pursuant to firstproviso to Section 129(3) of the Companies Act 2013 (Act) read with Rule 5 of theCompanies (Accounts) Rules 2014 forms part of the Annual Report Further in line withSection 129(3) of the Act read with the aforesaid Rules the Listing Agreement with theStock Exchanges and in accordance with the Accounting Standard 21 (AS-21) ConsolidatedFinancial Statements prepared by your Company include financial information of itssubsidiary companies.

The company has three wholly owned subsidiary companies:

i) Jahman Merchants Private Limited

ii) Mahabala Deal trade Private Limited

iii) Arunesh Commosales Private Limited

10. Deposits

The company has neither accepted nor renewed any deposits during the year coveredunder Chapter V of the Act.

11. Statutory Auditors

M/s P. D. RANDAR & CO Chartered Accountants have been re-appointed as StatutoryAuditors of the company till the conclusion of the Annual General Meeting of the companyto be held in the year 2019 (subject to ratification of their re- appointment at everyAGM) and the Directors of the Company shall fix the remuneration from time to time inconsultation with the Audit Committee.

12. Auditors' Report

The observations made by the Auditors are self- explanatory and do not require anyfurther clarification. Further the explanations or comments by the Board on everyqualification reservation or adverse remark or disclaimer made by the auditor in hisreport is given.

13. Share Capital

Issue of equity shares with differential rights

The Company has not issued any of its securities with differential rights during theyear under review.

Buy Back of Securities

The company has not bought back any of its securities during the year under review.

Sweat Equity Bonus Shares & Employee Stock Option Plan

The company has neither issued sweat equity or bonus shares nor has provided any stockoption scheme to the employees.

Preferential Issue of Securities

The company has issued 600000 equity shares of Rs 10/- on preferential basis to Non-Promoters during the year and as on date the entire capital is listed with Calcutta StockExchange.

14 Extract of the Annual Return

The extract of the Annual Return pursuant to the provisions of section 92 read withRule 12 of the Companies (Rules) 2014 is furnished in Annexure A (MGT - 9) and isattached to this Report

15. Conservation of energy. Technology absorption and Foreign exchange earningsand-Outgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure ofparticulars of conservation of energy and technology absorption prescribed by the rulesare not applicable to our company. The company does not have any Foreign Exchangetransactions during the financial year.

16. Corporate-Social Responsibility (CSR)

As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand crores or more or a net profit of rupees five crore ormore during any financial year the disclosures as per Rule 9 of Companies (CorporateSocial Responsibility Policy) Rules 2014 is not applicable.

17. Directors;

A) Changes in Directors and Key Managerial Personnel

Pursuant to the Resolution of the Board of Directors passed at its meeting:

i) Mr. Mahesh Sharma has been appointed as an Independent Director on 25thJuly 2014 and further regularized in the Annual General Meeting held on 22ndAugust 2014.

ii) Mr. Rajesh Sharma has been appointed as Managing Director w.e.f 23rdAugust 2014 for a period of five years.

iii) Mr. Rajesh Kumar Yadav has been appointed as Company Secretary w.e.f 1stDecember 2014 and has placed his resignation on 30th January 2015.

iv) Mr. Arindam Roy Chowdhury has been appointed as Company Secretary w.e.f 30thJanuary 2015.

v) Mr. Tarun Kumar Newatia has been appointed as an Independent Director of the companyw.e.f. 18th March 2015 and will be regularized at the upcoming AGM.

Further Mrs. Priti Sharma Director of the Company will also be designated as ChiefFinancial Officer w.e.f. 28.05.2015.

B) Declaration by an Independent Director(s) and re- appointment

Mr. Tarun Kumar Newatia Mr. Mulchand Gupta and Mr. Mahesh Sharma IndependentDirectors of the Company have confirmed that they fulfilled all the conditions of theIndependent Directorship as laid down in sub-section (6) of Section 149 of the CompaniesAct 2013 and the rules made there under and the same have been noted by the Board.

C) Formal Annual Evaluation

In compliance with the Schedule IV of the Companies Act 2013 a meeting of theIndependent Directors of the company was held to review and evaluate the performance ofthe Non- Independent Directors and the chairman of the company taking into account theviews of the Executive Directors and Non- Executive Directors assessing the qualityquantity and timeliness of flow of information between the company management and theBoard and also to review the overall performance of the Board. The meeting of the companywas held on 30th January 2015 wherein the performance of the Board as a wholewas evaluated.

18. Number of meetings of the Board of Directors

Six Meetings of the Board of Directors were held during the financial year 2014-15.These were held on the following dates:

0 28th May 2014

ii} 25th July 2014

iii) 25th August 2014

iv) 28th October 2014

v) 30th January 2015

vij 18th March 2015

One Extra Ordinary General Meeting was held on 19th May 2014 for privateplacement of equity shares to Strategic Investors not forming part of the promoter group.

19. AmULCocunittEfi

Composition of the Audit committee is in accordance with the requirements of section177 of the Companies Act 2013 which is stated below:

Name Designation
Tarun Kumar Newatia Chairman
Rajesh Kumar Sharma Member
Mulchand Gupta Member
Mahesh Sharma Member

20. Order of Court

The company is not subject to any legal proceedings and claims which will have amaterial or adverse effect on the going concern status or company's operations orfinancial conditions.

21. Sexual Harassment Of Women At Work Place

The Company has in place a policy in line with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. There were nil complaints received during the year underreview.

22. Details of establishment of vigil mechanism for directors and employees

Pursuant to sub-section (9) & (10) of section 177 of the Companies Act 2013 readwith rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 the Companyhas established a Whistle Blower Policy (Vigil mechanism) for Directors and Employees ofthe Company to report their genuine concerns or grievances. The policy was approved by theBoard of Directors of the Company at its meeting held on 25th August 2014 andthe Audit Committee was empowered by the Board of Directors to monitor the same and toreport to the Board about the complaints in an unbiased manner.

23. Nomination and Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with therequirements of section 178(1) of the Companies Act 2013. The composition is as under:

Name Designation
Tarun Kumar Newatia Chairman
Rajesh Kumar Sharma Member
Mulchand Gupta Member
Mahesh Sharma Member

24. Particulars of Loans. Guarantees or Investments

Loans guarantees or investments covered under section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report

25. Particulars Of Contracts Or Arrangements With Related Parties:

Your company has no material individual transactions with its related parties which arecovered under section 188 of the Companies Act 2013 which are not in the ordinary courseof business and not undertaken on an arm's length basis during the financial year 2014-15.

26. Managerial Remuneration:

The Company earned minimal profit during the year so the Company has not provided anyManagerial Remuneration to the Directors.

27. Secretarial Audit Report

The Secretarial Audit Report has been given by Bira Agarwal Company Secretary andthere is no qualification reservation or adverse remark or disclaimer made by the companysecretary in the secretarial audit report

28. Corporate Governance Certificate

The Corporate Governance certificate from the auditors regarding compliance ofconditions of corporate governance as stipulated in Clause 49 of the Listing agreement hasbeen annexed with the report

29. Risk management-policy

The company does not have any Risk Management Policy as the element of risk threateningthe Company's existence is very minimal.

30. Familiariization-programme for Independent Directors

In terms of Clause 49(11)(B)(7) of the Listing Agreement your Company is required toconduct the Familiarization Programme for Independent Directors (IDs) to familiarise themabout their roles rights responsibilities in your Company nature of the industry inwhich your Company operates business model of your Company etc. through variousinitiatives. The details of such familiarization programmes are available on yourCompany's website and a link to the said programmes has been providedelsewhere in this Annual Report

31. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirmthat—

(?) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors 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;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

32. Acknowledgment

Your Directors would like to express their appreciation of the co-operation andassistance received from the shareholders bankers and other business constituents duringthe year under review

For and on behalf of the Board of Directors

Rajesh Kumar Sharma Priti Sharma
Managing Director Chief Financial Officer & Director
Din:02645337 Din: 06831065
Place: Kolkata
Date: 28th May 2015