You are here » Home » Companies » Company Overview » Ace Software Exports Ltd

Ace Software Exports Ltd.

BSE: 531525 Sector: IT
NSE: N.A. ISIN Code: INE849B01010
BSE LIVE 12:36 | 08 Dec 19.35 -1.00
(-4.91%)
OPEN

19.35

HIGH

19.35

LOW

19.35

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 19.35
PREVIOUS CLOSE 20.35
VOLUME 100
52-Week high 22.40
52-Week low 12.00
P/E 8.34
Mkt Cap.(Rs cr) 9.06
Buy Price 19.35
Buy Qty 10.00
Sell Price 21.30
Sell Qty 5.00
OPEN 19.35
CLOSE 20.35
VOLUME 100
52-Week high 22.40
52-Week low 12.00
P/E 8.34
Mkt Cap.(Rs cr) 9.06
Buy Price 19.35
Buy Qty 10.00
Sell Price 21.30
Sell Qty 5.00

Ace Software Exports Ltd. (ACESOFTEXP) - Director Report

Company director report

Dear Members

Your directors are pleased to present the Twenty Second Annual Report and theCompany’s audited financial statement for the financial year ended March 31 2016.

FINANCIAL PERFORMANCE

The Company’s financial performance for the year ended March 31 2016 issummarized below;

(Rs. Lacs)

Sr. No. Particulars

Standalone

Consolidated

2015-16 2014-15 2015-16 2014-15
1. Revenue from operation 805.29 591.51 805.47 591.69
2. Other income 70.91 71.03 83.82 97.49
3. Total Revenue 876.20 662.54 889.29 689.18
4. Depreciation & Amortization 27.13 61.59 33.73 74.72
5. Employee Benefit expenses 225.62 199.64 225.62 199.64
6. Finance Cost 1.85 3.07 1.85 3.15
7. Other expenses 504.86 359.59 507.76 361.73
8. Profit/(loss) before tax (PBT) 116.74 38.65 120.33 49.94
9. Taxation 1.30 - 2.49 2.36
10. Profit/(loss) After Tax(PAT) 115.44 38.65 117.84 47.58

Revenue-Standalone

Our total income on a standalone basis increase to Rs.805.29 Lacs from Rs. 591.51 Lacsin the previous year at a growth rate of 36.14%. Revenues-Consolidated

Our total income on a consolidated basis increase to Rs. 805.47 Lacs from Rs. 591.69Lacs in the previous year at a growth rate of 36.13%.

TRANSFER TO RESERVES:

The Company has not transferred any sum to the General Reserves.

DIVIDEND:

With a view to plough back profit of the year and in order to conserve resources foroperational purposes the board of directors of your company does not recommend anydividend for the year.

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

No significant and material orders passed by the regulators or courts or tribunalsimpacting going concern status and Company’s operations in future. FIXEDDEPOSITS/DETAILS OF DEPOSIT

The Company has not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as of the Balance Sheet date. EXTRACTS OF ANNUAL RETURNS:

Pursuant to Section 134(3) (a) of Companies Act 2013 extract of the annual return isappended as Annexure-1 to the Board’s Report.

BOARD OF DIRECTORS AND MEETING:

Name of Directors Founder and Executive/Director Designation Age Qualification Other Directorship Membership of Committee in other Public Limited Companies
Mr. Vikram B. Sanghani Jt. Managing 53 MBA (Finance) Ace Infoworld Pvt. Ltd.

-

DIN: 00183818 Director Ace Infoway Pvt. Ltd
Ace eEngineersonline Pvt. Ltd.
Ace Computer Education Pvt. Ltd.
Everest Office Owners Asso. Pvt. Ltd.
Ace Riverside Pvt. Ltd.
Neorajkot Foundation
Mr. Sanjay H. Dhamsania Jt. Managing 54 MS Ace infoworld Pvt. Ltd.

-

DIN: 00013892 Director (Computer Science) Ace Infoway Pvt. Ltd
Ace eEngineersonline Pvt. Ltd.
Ace Computer Education Pvt. Ltd.
Everest Office Owners Asso. Pvt. Ltd.
Ace Riverside Pvt. Ltd.
Independent & Non Executive Director Designation Age Qualification Other Directorship
Mr. Pratik C. Dadhania Director 44 Graduate in - -
DIN: 02931106 Architecture
Mr. Vimal L. Kalaria Director 43 Post Graduate - -
DIN : 00029395 Diploma in Finance
Mr.Dharamshibhai R. Vadalia Director 64 Under Graduate Dipak Agro Oil Mill Pvt. Ltd.
DIN : 00015165 Ace Infoworld Pvt. Ltd. -
Ms. Dhara S. Shah Director 27 B.Com CS LL.B Mayur Floorings Limited Vishal Fabrics Ltd.
DIN: 06983857 Vishal Fabrics Limited Audit Committee Nomination and Remuneration Committee
(Chairperson) Stake holder
Relationship Committee CSR
Committee
Mayur Floorings Ltd.
Share Transfer Committee

Four board meetings were held during the year ended on March 312016. These were heldon May 29 2015 August 13 2015 November 05 2015 and February 13 2016.

Name of Directors Designation

No. of Meetings

Whether attended last AGM held
Held Attended on September 26 2015
Vikram B.Sanghani Jt. Managing Director 4 3 Yes
Sanjay H. Dhamsania Jt. Managing Director 4 3 Yes
Vimal L. Kalaria Independent Director 4 4 Yes
Dharamshi R. Vadalia Independent Director 4 4 Ye s
Pratik C. Dadhania Independent Director 4 4 Ye s
Dhara Shah Independent Director 4 4 Ye s

Pursuant to Schedule IV of the Companies Act 2013 and the Rules made thereunder theindependent directors of the Company shall hold at least one meeting in a year withoutthe attendance of non independent directors and members of the Management. All theindependent directors of the Company shall strive to be present at such meetings. Themeeting shall review the performance of non independent directors and the Board as awhole; review the performance of the chairman of the Board taking into account the viewsof the executive directors and non-executive directors; assess the quality quantity andtimeliness of flow of information between the Management and the board that is necessaryfor it to effectively and reasonably perform its duties. Meeting of Independent Directorswas held on March 12 2016.

Terms and conditions of appointment of Independent directors uploaded on the website ofthe company.

http://acesoftex.com/uploads/Independent-Director/Brief%20Profile%20and%20Terms%20and%20Conditions%20of%20appointment.pdf

COMMITTEE:

Audit committee:

Audit Committee has been reconstituted as per the provision of section 177 of theCompanies Act 2013 and listing agreement.

Four meetings of Audit Committee were held during the year ended on March 312016.These were held on May 29 2015 August 13 2015 November 05 2015 and February 13 2016.

Name Designation

No. of Meetings

Held Attended
Vimal Kalaria (Non-Executive Independent Director) Chairman 4 4
Dharamshi Vadalia (Non-Executive Independent Director) Member 4 4
Pratik Dadhania (Non-Executive Independent Director) Member 4 4

Nomination and Remuneration Committee (NRC) :

NRC identifies persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal and carries out evaluation of every director’sperformance and works as per the policy formulated thereof.

Four meetings were held during the year ended on March 31 2016. These were held on May28 2015 August 13 2015 November 7 2015 and February 15 2016.

Name Designation

No. of Meetings

Held Attended
Vimal Kalaria (Non-Executive Independent Director) Chairman 4 4
Dharamshi Vadalia (Non-Executive Independent Director) Member 4 4
Pratik Dadhania (Non-Executive Independent Director) Member 4 4

Details of Remuneration paid to executive directors independent directors and KMPsduring the year is given under the Annexure -1 (Extract of Annual Return) StakeholdersRelationship Committee

Constituted for considering and resolving grievances of security holders anddissemination of information to shareholders

Four meetings were held during the year ended on March 31 2016. These were held on May28 2015 August 17 2015 November 7 2015 and February 15

No. of Meetings

Name Designation Held Attended
Dharamshi Vadalia (Non-Executive Independent Director) Chairman 4 4
Pratik Dadhania (Non-Executive Independent Director) Member 4 4
Vikram Sanghani (Executive Director) Member 4 3
Sanjay Dhamsania (Executive Director) Member 4 3

AUDITORS STATUTORY AUDITOR

Kalaria & Sampat Chartered Accounts Statutory Auditors of the Company holdoffice till the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment. They have confirmed their eligibility to the effect that theirre-appointment if made would be within the prescribed limits under the Act and that theyare not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors’ Report doesnot contain any qualification reservation or adverse remark.

SECRETARIAL AUDITOR

Hemali S. Patel Practicing Company Secretaries was appointed to conduct thesecretarial audit of the Company for the financial year 2015-16 as required under Section204 of the Companies Act 2013 and Rules thereunder.

The secretarial audit report for FY 2015-16 forms part of the Annual Report as Annexure-2 to the Board’s report. The Auditors’ Report does not contain anyqualification reservation or adverse remark.

REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditors and Secretarial Auditors have notreported any instances of frauds committed in the Company by its officers or employees tothe Audit Committee under section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report. SUBSIDIARIES AND ASSOCIATES:

During the year the Board of Directors (‘the Board’) reviewed affairs of thesubsidiaries. In accordance with section 129 (3) of the Companies Act 2013 we haveprepared consolidated financial statements of the company and all its subsidiaries whichform part of the Annual Report. Further a statement of our subsidiaries containing thesalient features of the financial statement of our subsidiaries in the prescribed formatAOC-1 is appended to the consolidated financial statements and hence not repeated here forthe sake of brevity. Further pursuant to the provisions of section 136 of the Act thefinancial statements along with relevant documents and separate audited accounts inrespect of subsidiaries are available on the website of the company.

Further The Company has adopted a Policy in line with the requirements of the ListingRegulations. The objective of this policy is to lay down criteria for identification anddealing with material subsidiaries and to formulate a governance framework forsubsidiaries of the Company. The policy on Material Subsidiary is available on the websiteof the Company http://acesoftex.com/uploads/Policies/Policy%20on%20Material%20Subsidiarv.pdf

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and other applicable provisions ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees for the purposeof attending meetings of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are as under;.

(A) Conservation of energy

- the Steps taken or impact on conservation of energy

Company is ever mindful of the need for energy conservation not only as a method ofcost reduction but also because it is a global imperative. We have ensured that thefollowing measures are institutionalized across all our facilities:

i. Optimal cooling of work areas and data centers.

ii. Switching off computers when not in use.

iii. Utilization of lights and stand alone air conditioners only when required.

iv. Minimal usage of AC s and lights during weekend.

- the steps taken by the company for utilizing alternate source of energy & Capitalinvestment on energy conservation equipments

At present Company has not utilize any alternate source of energy and emphasize on theConservation of energy and be frugal in utilizing the energy.

- Impact of these measures:

Taking effective measurements in saving energy has significantly benefitted thecompany.

(B) Technology absorption:- the efforts made towards technology absorption benefitderives & Research and Development

i. The Company continues to use the latest technologies for improving the productivityand quality of its services and products. The Company’s operations do not requiresignificant import of technology. Company has not incurred any expenses for research anddevelopment.

(c) Foreign exchange earnings and outgo :-

Particulars 2015-16 2014-15
Foreign Exchange earning (USD 1206299.45)(INR 80529088.00) (USD 949946.42)(INR 58550495.00)
Foreign Exchange Outgo (USD 481.90)(INR 30600.46)(EURO 1920)(INR 146337.02) (USD 1200)(INR 74040.00)

RISK MANAGEMENT:

The Company continues to use risk management frame work adopted by 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 strategicfinancial credit market liquidity security property IT legal regulatoryreputational and other risks have been identified and assessed and there is an adequaterisk management infrastructure in place capable of addressing those risks. TheCompany’s management systems organizational structures processes standards codeof conduct that governs how the Company conducts the business and manages associatedrisks.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to section 135 of the Companies Act 2013 every company having net worth ofRs. 500 crore or more or turnover of Rs. 1000 crore or more or a net profit of Rs. 5crore or more during any financial year shall constitute a Corporate Social ResponsibilityCommittee. Our company has not triggered any of the above limits; hence no committee inthis regard has been constituted.

DETAILS OF DIRECTORS/KMP WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR &LIABLE TO RETIRE BY ROTATION

During the financial year 2015-16 following director is appointed.

Name Designation Appointment/Resignation Date of Appointment/Resignation
Dhara S. Shah Woman Director -Independent Director Appointment 26.09.2015*

* Appointed as an Independent Director at the AGM.

Pursuant to the provisions of section 203 of the Companies Act 2013 the keymanagerial personnel of the Company are

Mr. Vikram B. Sanghani Jt. Managing Director
Mr. Sanjay H. Dhamsania Jt. Managing Director
Mr. Jyotin B. Vasavada Chief Financial Officer
Mr. Jayram K. Vachhani Company Secretary

There has been no change in the key managerial personnel during the year.

RETIRE BY ROTATION

Pursuant to the provisions of section 152(6) of the Companies Act 2013 VikramBhupatbhai Sanghani and Sanjay Harilal Dhamsania Directors are liable to retire byrotation and being eligible offer themselves for re-appointment.

Appointment is recommended by Nomination and Remuneration Committee.

BOARD’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Director’s Responsibility Statements it is hereby confirmed that -

a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

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 as at March 31 2016 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the 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 are operatingeffectively; and

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

Based on the framework of internal financial controls and compliance system establishedand maintained by the Company work performed by the internal statutory and secretarialauditor and external consultants audit of financial reporting by the statutory auditorand reviews performed by management and audit committee the board is of the opinion thatthe Company’s internal financial controls were adequate and effective during FY2015-16.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND FORMAL ANNUAL EVALUATION

The policy of the company on director’s appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013 is available on our website (http://acesoftex.com/uploads/Policies/Policv%20for%20selection%20of%20Directors%20and%20determining%20Director’s%20Independence.pdfhttp://acesoftex.com/uploads/Policies/Remuneration%20policv%20of%20Directors.%20KMP%20and%20other%20emplovees.pdf)

There has been no change in the policy since the last fiscal year. We affirm that theremuneration paid to the directors is as per the terms laid out in the nomination andremuneration policy of the company.

The evaluation of all the directors and the board as a whole was conducted based on thecriteria and framework adopted by the board. The board approved the evaluation results ascollected by the nomination and remuneration committee.

PARTICULARS OF EMPLOYEES

The table containing particulars of employees in accordance with the provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as Annexure-3 to the Board’s report.

There are no employees in the Company drawing remuneration who are in receipt ofremuneration of ‘ One Crore and Two lakh or more or employed for part of the yearand in receipt of ‘ Eight lakh and Fifty Thousand or more a month under Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 read withCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016.

Details of top ten employees in terms of remuneration drawn is appended as Annexure-3ato the Board’s Report.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

The Internal Complaints Committee ("ICC") has been set up to redress thecomplaints received regarding sexual harassment. All employees are covered under thispolicy.

The following is the summary of the complaints received and disposed off during thefinancial Year 2015-16:

a) No. of complaints received: NIL

b) No. of complaints disposed off: NIL VIGIL MECHANISM

The Company has established a whistle blower policy and also established a mechanismfor directors and employees to report their concerns. The same has been uploaded on thewebsite of the company link to open the policy is http://acesoftex.com/uploads/VIGILPOLICY.pdf RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm’s length basis and prior approval of Audit Committee and Board of Directorswere obtained.

The details of the related party transactions as required under Section 134(3)(h) ofthe Companies Act 2013 r/w Rule 8 of the Companies (Accounts) Rules 2014 is attached asAnnexure - 4.

GENERAL INFORMATION

AGM held during the financial year 2015-16: 26th September 2015

MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

a. Industry Structure & Development:

Ace provides Document Management Digital Publishing and Data Conversion solutionsusing optimal process engineering and cost-effective and flexible conversion systems. Weare a major full-service digital content provider and are able to deliver digital contentwith 99.995% accuracy and 100% application based integrity.

Ace has been active in catering to the outsourcing needs of publishers and otherorganizations since 1992. Over the years we have adopted a seamless partnership approach.Our clients tend to work with Ace as true partners; often with the feeling that this is avirtual extension of their own operations. It is our strong belief that this integrationis the cornerstone of the success of any business relationship.

The Company’s business relates to database creation (E-Publishing) pertaining toInformation technology enabled services. This includes creating large volume full textimage based databases.

b. Opportunity Threats and Outlook Risk & Concerns

The large size of the addressable global market with relatively low current level ofpenetration suggests significant headroom for future growth. The Company has positioneditself well for the growth in business with an aligned strategy structure andcapabilities.

c. Segment/Product wise performance:

The company’s operation falls under single segment namely "Computer Softwareand Services Exports" therefore segment wise performance is not furnished.

d. Internal control systems and their adequacy:

The company has an effective internal control system in place and this is periodicallyreviewed for its effectiveness. There are well defined Power and Authority limits toensure implimentation of the Corporate Policies. The company has a cross -functionalinternal Audit team with pre-determined roles responsibility and authorities. The teamensures an appropriate information flow and effective monitoring.

e. Discussion on financial performance with respect to operation performance:

The Financial Performance of the company during the year under review has been givenseparately in the Directors’ Report.

f. Material developments in Human Resources / Industrial Relations front includingnumber of people employed.

The human resource (HR) function of the Company is focused around providing its 46employees a meaningful and compelling environment. This positive and inspiring environmentfosters innovation stimulates performance culture and motivates employees to developthemselves personally and professionally.

ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance andco-operation received from the investors banks regulatory and governmental authorities.Your Directors also wish to place on record their deep sense of appreciation for thecommitted services by the executives staff of the Company.

For & on behalf of Board of Directors
Sanjay H. Dhamsania Vikram B. Sanghani
Jt. Managing Director Jt. Managing Director
Date: 10.08.2016 DIN : 00013892 DIN: 00183818
Place: Rajkot

ANNEXURE 1 EXTRACT OF ANNUAL RETURN Form No. MGT-9

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

REGISTRATION AND OTHER DETAILS:
i) CIN L72200GJ1994PLC022781
ii) Registration Date 17.08.1994
iii) Name of the Company ACE SOFTWARE EXPORTS LIMITED
iv) Category/Sub- Category of the Company Company Limited by Shares
Indian Non-Government Company
v ) Address of the Registered office 801 Everest Commercial Complex Opp:Shastri Maidan Rajkot- 360001
and contact details Tel: 0281-2226097
Fax: 02812232918 Email: Investorinfo@acesoftex.com
vi) Whether listed company Yes
vii) Name Address and Contact details Link Intime India Pvt. Ltd.
of Registrar and Transfer Agent if any Unit No. 303 3rd Floor Shoppers Plaza V Opp. Municipal Market
B/h. Shoppers Plaza Off. C G RoadAhmedabadGujarat380009
Tel: 079-26465179 30002684 3000270130002685
Email Id: ahmedabad@linkintime.co.in
Website : www.linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover ofthe company shall be stated:-

Sr. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Computer programming consultancy and related activities 620 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES -

Sr. No. Name CIN/GLN Holding/Subsidiary /Associates % of Shareholding Applicable Section
1. Ace Infoworld Private Limited U72200GJ1996PTC061333 Subsidiary 98.62% 2(87)(ii)
2. Rajkot Computer Education LLP - Subsidiary 100%* 2(87)(ii)
3. Jubilant Exim LLP - Subsidiary 100%* 2(87)(ii)
4. Speedwell Engineers LLP - Subsidiary 100%* 2(87)(ii)
5. Cosmos Services LLP - Subsidiary 100%* 2(87)(ii)
6. Citizen Solutions LLP - Subsidiary 100%* 2(87)(ii)
7. Aspire Exim LLP - Subsidiary 100%* 2(87)(ii)

* Percentage shown is ownership interest and not shareholding.

Following entities are yet to commence business;

Rajkot Computer Education LLP Jubilant Exim LLP Speedwell Engineers LLP Cosmos ServicesLLP Citizen Solutions LLP Aspire Exim LLP.

During the year following company ceased to be associate company;

Ace Computer Education Pvt. Ltd.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year 01.04.2015

No. of Shares held at the end of the year 31.03.2016

Demat Physical Total % of Total Shares Demat Physical Total % of total Shares % Change During the year
A. Promoters
(1) Indian
Individual/ HUF 2967105 0 2967105 63.40 3090812 0 3090812 66.04 2.64
Central Government - - - - - - - - -
State Government(s) - - - - - - - - -
Bodies Corporate - - - - - - - - -
Banks / Financial Institutions - - - - - - - - -
Any other - - - - - - - - -
(2) Foreign - - - - - - - - -
(a) Individuals (NRIs / - - - - - - - - -
Foreign Individuals)
(b) Other Individuals - - - - - - - - -
(c) Bodies Corporate - - - - - - - - -
(d) Banks / Financial Institutions - - - - - - - - -
(e) Any other - - - - - - - - -
Sub total A(2) - - - - - - - - -
Total Shareholding of Promoters A=A(1)+A(2) 2967105 0 2967105 63.40 3090812 0 3090812 66.04 2.64

 

Category of Shareholders

No. of Shares held at the beginning of the year 01.04.2015

No. of Shares held at the end of the year 31.03.2016

Demat Physical Total % of Total Shares Demat Physical Total % of total Shares % Change During the year
(B) Public shareholding - - - - - - - - -
(1) Institutions - - - - - - - - -
(a) Mutual Funds / UTI - - - - - - - - -
(b) Banks / Financial Institutions - - - - - - - - -
(c) Central Government - - - - - - - - -
(d) State Government(s) - - - - - - - - -
(e) Venture Capital Funds - - - - - - - - -
(f) Insurance Companies - - - - - - - - -
(g) Foreign Institutional Investors - - - - - - - - -
(h) Foreign Venture Capital Funds - - - - - - - - -
(i) Any other

-

-

-

-

-

-

-

-

-

Sub total B(1) (2) Non-institutions

-

-

-

-

-

-

-

-

-

(a) Bodies Corporate 53114 6100 59214 1.27 43706 6100 49806 1.06 -0.20
(b) Individuals
(i) Individuals holding nominal share capital up to Rs. 1 lakh 800801 380407 1181208 25.24 759288 375007 1134295 24.23 -1.00
(ii) Individuals holding nominal share capital in excess of Rs 1 lakh 421104 24000 445104 9.51 293689 24000 317689 6.79 -2.72
(c) Any other
(i) Clearing Members 1315 - 1315 0.03 4240 - 4240 0.09 0.06
(ii) Non Resident Indians 6654 19400 26054 0.56 6598 18400 24998 0.53 -0.03
Sub total B(2) 1282988 429907 1712895 36.60 1165681 423507 1589188 33.96 -2.64
Total public shareholding total B=B(1)+B(2) 1282988 429907 1712895 36.60 1165681 423507 1589188 33.96 -2.64
Total (A+B) C. Shares held by Custodian for 4250093 429907 4680000 100 4256493 423507 4680000 100

-

GDRs & ADRs - - - - - - - - -
Grand total (A+B+C) 4250093 429907 4680000 100 4256493 423507 4680000 100

-

(ii)Shareholding of Promoters

Sr. No. Name of the shareholder

Shareholding at the beginningof the year 01.04.2015

Shareholding at the end of the year 31.03.2016

% change in share holding during the year

No of shares % of total Shares of the Comapny % of shares Pledged / encumbered to total shares No. of Shares % of total Shares of the Comapny %of Shares Pledged / encumbered to total shares
1 Vikram Bhupat Sanghani & Sanjay Harilal Dhamsania 74612 1.59

-

198319 4.23

-

2.64
2 Sanjay Harilal Dhamsania & Madhavi Sanjay Dhamsania 580978 12.41

-

580978 12.41

-

-

3 Vikram Bhupat Sanghani 543773 11.62 - 543773 11.62 - -
4 Jay Bhupatbhai Sanghani & Vikram Bhupatbhai Sanghani & Bhupatbhai Chunibhai Sanghani 318049 6.80 318049 6.80
5 Jhamkunver H Dhamsania 405850 8.67 - 405850 8.67 - -
6 Bhupatbhai Chunibhai Sanghani & Jay Bhupatbhai Sanghani & Vikram Bhupatbhai Sanghani 210031 4.49 210031 4.49
7 Dhamsania Sanjay Harilal HUF 130600 2.79 - 130600 2.79 - -
8 Dhamsania Harilal Thakarshi HUF 88400 1.89 - 88400 1.89 - -
9 Vikram Bhupatbhai Sanghani HUF

83700

1.79

-

83700

1.79

-

-

10 Pushpaben Jayantibhai Kalaria 60000 1.28 - 60000 1.28 - -
11 Harsha Rahul Kalaria 60000 1.28 - 60000 1.28 - -
12 Khyati Shaunak Kalariya 60000 1.28 - 60000 1.28 - -
13 Jayantibhai Bhagvanjibhai Kalaria HUF 50000 1.07 - 50000 1.07 - -
14 Bina Vikram Sanghani

32600

0.70

-

32600

0.70

-

-

15 Jayantibhai Bhagvanjibhai Kalaria

30000

0.64

-

30000

0.64

-

-

16 Dev Vikram Sanghani & Vikram Bhupatbhai Sanghani

30000

0.64

-

30000

0.64

-

-

17 Rahul Jayantibhai Kalaria

68656

1.47

-

68656

1.47

-

-

18 Rahul Jayantibhai Kalaria HUF

20000

0.43

-

20000

0.43

-

-

19 Shaunak Jayantibhai Kalaria HUF

20000

0.43

-

20000

0.43

-

-

20 Shaunak Jayantibhai Kalaria 63756 1.36 - 63756 1.36 - -
21 Samishaben Ajaykumar Patel 3100 0.07 - 3100 0.07 - -
22 Madhavi Sanjay Dhamsania

3000

0.06

-

3000

0.06

-

-

23 Sohel Vikrambhai Sanghani TOTAL 30000 2967105 0.64 63.40

-

30000 3090812 0.64 66.04

-

2.64

(iii) Change in Promoters' Shareholding

Name of the shareholder

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of shares % of total shares of the Company No. of share % of total shares of the Company
Vikram Bhupatbhai Sanghani & Sanjay Harilal Dhamsania At the beginning of the year 74612 1.59 74612 1.59
Increase in sharesDate wise*
23-06-2015 900 0.02 75512 1.61
25-01-2016 20000 0.42 95512 2.04
27-01-2016 40000 0.85 135512 2.90
28-01-2016 42000 0.90 177512 3.80
01-02-2016 20807 0.44 198319 4.23
At the end of the year 198319 4.23

* Open market purchase

(iv) Shareholding pattern of top ten shareholders

(other than directors promoters and holders of ADRs)

Name of the shareholder

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of shares % of total shares of the Company No. of share % of total shares of the Company
1. KAPIL CHOPRA
At the beginning of the year Increase/Decrease in shares 45000 0.96 45000 0.96
Date wise - - - -
At the end of the year

-

-

45000 0.96
2. GIRDHAR LAL SHARDA
At the beginning of the year Increase/Decrease in shares 44516 0.95 44516 0.95
Date wise 10-07-2015 (24) 0.00 44492 0.95
31-07-2015 (500) 0.01 43992 0.94
08-01-2016 (1000) 0.02 42992 0.91
25-03-2016 600 0.01 43592 0.93
At the end of the year 43592 0.93
3. SANGEETHA S
At the beginning of the year 15818 0.34 15818 0.34
Increase/Decrease in shares
Date wise

28-08-2015

2202 0.05 18020 0.39
04-09-2015 1670 0.04 19690 0.42
23-10-2015 6557 0.14 26247 0.56
30-10-2015 1683 0.04 27930 0.60
06-11-2015 515 0.01 28445 0.61
20-11-2015 1555 0.03 30000 0.64
04-12-2015 200 0.00 30200 0.65
25-12-2015 200 0.00 30400 0.65
31-12-2015 68 0.00 30468 0.65
15-01-2016 900 0.02 31368 0.67
22-01-2016 690 0.01 32058 0.69
19-02-2016 412 0.01 32470 0.69
26-02-2016 900 0.02 33370 0.71
At the end of the year 33370 0.71
4. GIRDHARLAL GIRISH SHARDA HUF.
At the beginning of the year Increase/Decrease in shares 30000 0.64 30000 0.64
Date wise - - - -
At the end of the year 30000 0.64
5. ARWA UMESH
At the beginning of the year Increase/Decrease in shares 29900 0.64 29900 0.64
Date wise - - - -
At the end of the year

-

-

29900 0.64
6. DEEPINDER SINGH POONIAN
At the beginning of the year 0 0.00 0 0.00
Increase/Decrease in shares
Date wise - - - -
31-03-2016 25755 0.55 25755 0.55
At the end of the year

25755

0.55

7. SARSWATI DEVI SHARDA
At the beginning of the year Increase/Decrease in shares 25425 0.54 25425 0.54
Date wise - - - -
At the end of the year 25425 0.54
8. ANU NARAYAN
At the beginning of the year Increase/Decrease in shares 25151 0.54 25151 0.54
Date wise - - - -
At the end of the year -

-

25151 0.54
9. GIRISH KUMAR SHARDA
At the beginning of the year Increase/Decrease in shares Date wise 28386 0.61 28386 0.61
10-07-2015 (375) 0.008 28011 0.60
31-07-2015 (365) 0.007 27646 0.59
07-08-2015 (300) 0.006 27346 0.58
14-08-2015 (50) 0.001 27296 0.58
21-08-2015 (250) 0.005 27046 0.58
28-08-2015 (1500) 0.032 25546 0.55
20-11-2015 (550) 0.011 24996 0.53
27-11-2015

At the end of the year

(500) 0.010 24.496

24.496

0.52

0.52

10. HEMANT P. SHAPARIA
At the beginning of the year Increase/Decrease in shares 24000 0.51 24000 0.51
Date wise - - - -
At the end of the year -

-

24000

0.51

11. PUSHPA DINKERRAI NAIK
At the beginning of the year Increase/Decrease in shares 125308 2.68 125308 2.68
Date wise - - - -
29-01-2016 (102000) 2.18 23308 0.50
05-02-2016 (23308) 0.50 0 0.00
At the end of the year - - 0 0.00

(v) Shareholding of directors and key managerial personnel

Name of the shareholder

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
Vikram Bhupat Sanghani - Director #
At the beginning of the year Increase/ Decrease in shares Date wise 543773 11.62 543773 11.62
At the end of the year 543773 11.62
Sanjay Harilal Dhamsania- Director #
At the beginning of the year Increase/ Decrease in shares Date wise 580978 12.41 580978 12.41
At the end of the year 580978 12.41
Dharamsibhai Ramjibhai Vadalia - Director
At the beginning of the year Increase/ Decrease in shares

-

-

-

-

Date wise - - - -
At the end of the year

-

-

-

-

Vimal Laljibhai Kalaria -Director
At the beginning of the year Increase/ Decrease in shares 1000 0.021 1000 0.021
Date wise - - - -
At the end of the year

-

-

1000 0.021
Pratikkumar Chandulal Dadhania- Director
At the beginning of the year Increase/ Decrease in shares

-

-

-

-

Date wise - - - -
At the end of the year - - - -
Dhara Sureshchandra Shah - Director
At the beginning of the year - - - -
Increase/ Decrease in shares Date wise
At the end of the year - - - -
Jyotin Bhadrakant Vasavada - Chief Financial Officer
At the beginning of the year

-

-

-

-

Increase/ Decrease in shares Date wise
At the end of the year - - - -
Jayram Kanubhai Vachhani - Company Secretary & Compliance Officer
At the beginning of the year - - - -
Increase/ Decrease in shares Date wise
At the end of the year - - - -

# excluding following holding;

1) Shares held on behalf of HUF

2) Shares held in the joint name with others as a second or third holder.

3) Shares held on behalf of Ace Technologies by Vikram Bhupatbhai Sanghani and SanjayHarilal Dhamsania jointly. V) INDEBTEDNESS (Indebtedness of the Company including interestoutstanding/accrued but not due for payment.)

Secured Loans excluding deposits nsecured Loa s posits Total Indebtedness
Indebtedness at the beginning of the financial year 0 0 0 0
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 0 0 0
Change in Indebtedness during the financial year
* Addition

484031#

1600000/-@

2084031/-

* Reduction

0

1600000/-@

1600000/-

Net Change 484031 0 484031
Indebtedness at the end of the financial year
i) Principal Amount 484031 0 0 484031
ii) Interest due but not paid
iii) Interest accrued but not due

# secured over the company's fixed deposit receipts.

@ Loan taken from Directors and re-paid during the year.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr. No Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount

Vikram B. Sanghani

Sanjay H. Dhamsania

(Joint Managing Director)

(Joint Managing Director)
1. Gross salary
Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961 2085000/- 2085000/- 4170000/-
Value of perquisites u/s 17(2) Income-tax Act 1961 15000/- 15000/- 30000/-
Profits in lieu of salary under Section 17(3)
Income-tax Act1961
Stock option
Sweat equity
Commission as % of profit 1.5%
Other
Total (A) 2100000/- 2100000/- 4200000/-

 

Ceiling as per the Act As per section 197 r.w. Schedule V of companies Act 2013 is Rs. 8400000/-* * Note: Remuneration is Approved through Special Resolution

So limit is doubled as per the provisions of scheduled V

B. Remuneration to other directors

Particulars of Remuneration Name of Directors Vimal L. Kalaria Pratik C. Dadhania Dharamshibhai R. Vadalia Dhara S. Shah Total Amount
Independent Directors
Fee for attending board/committee Meeting 30000/- 30000/- 30000/- 22500/- 112500/-
Commission - - - - -
Others please specify - - - - -
Total (1) 30000/- 30000/- 30000/- 22500/- 112500/-
Other Non-Executive Directors - - - - -
Fee for attending board committee meetings - - - - -
Commission - - - - -
Others please specify - - - - -
Total (2) - - - - -
Total (B)=(1+2) 30000/- 30000/- 30000/- 22500/- 112500/-
Total Managerial Remuneration 30000/- 30000/- 30000/- 22500/- 112500/-

Remuneration to key managerial personnel other than MD / Manager / WTD

Particulars of Remuneration Key Managerial Personnel Company Secretary CFO Total
Gross salary
Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961 249594/- 548211/- 797805/-
Value of perquisites u/s 17(2) Income-tax Act 1961 Profits in lieu of salary under Section 17(3)
Income-tax Act 1961
Stock option
Sweat equity Commission
as % of profit
Others (Bonus)
Others retiral benefits Total 249594/- 548211/- 797805/-

Penalties / punishment / compounding of offences

There were no penalties / punishment / compounding of offences for the year endingMarch 31 2016.

ANNEXURE -2 -SECRETARIAL AUDIT

To

The Members

Ace Software Exports Limited Rajkot

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions of Ace Software Exports Limited (hereinafter called the Company). SecretarialAudit was conducted in a manner that provided me a reasonable basis for evaluating thecorporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on March 31 2016 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter :

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2016 accordingto the provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment and Overseas Direct Investment. (Notapplicable to the Company during the Audit Period)

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’) :

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 and Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the Company during the AuditPeriod);

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the Company duringthe Audit Period

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during the Audit Period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client. (Notapplicable to the Company during the Audit Period)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not applicable to the Company during the Audit Period); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not applicable to the Company during the Audit Period). I have also examinedcompliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India withrespect to board and general meeting

(ii) The Listing Agreement entered into by the Company with Stock Exchange BSE Ltd.;

(iii) The Listing Agreements entered into by the Company with BSE Ltd read with theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. (with effectfrom 1st December 2015)

As explained to me during the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etc. mentioned aboveexcept registration of offices nos. 803 to 810 in the name of the company located at 8thfloor of Everest building Opp. Shashtri Maidan is kept pending due to pendingdocumentation related to title search at relevant authorities.

vi. Other laws applicable specifically to the Company namely:

Software Technology Parks of India rules and regulations

I further report that the compliance by the Company of applicable financial laws likedirect and indirect tax laws has not been reviewed in this Audit since the same have beensubject to review by statutory financial audit and other designated professionals.

I further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance to all Directors and asystem exists for seeking and obtaining further information and clarifications on theagenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman thedecisions of the Board were unanimous and no dissenting views have been recorded.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I report further that during the audit period there were no other specific events /actions in pursuance of the above referred laws rules regulations guidelines etc.having a major bearing on the Company’s affairs.

I further report that during the audit period;

Approvals of members were taken through Postal Ballot during the audit period for;

1) Loan investments Security and Corporate Guarantee limit of the Company u/s 186 ofthe Companies Act 2013 to any person or in other bodies corporate as the case may be uptosum of Rs. 30 Crore.

2) Borrowing limits of the Company under section 180(1)(c) of the Companies Act 2013upto Rs. 30 Crore.

3) Creation of charges under section 180(1) (a) of the Companies Act 2013 on allmovable immovable properties both present and future for the loan/ borrowing limit of Rs.30 Crore.

Date: 22.07.2016 CS Hemali Sureshbhai Patel
Place: Rajkot Mem No. A35714
CP No. 13758

‘Annexure A’

To

The members

Ace Software Exports Limited

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

Date: 22.07.2016 CS Hemali Sureshbhai Patel
Place: Rajkot Mem No. A35714
CP No. 13758

ANNEXURE 3 PARTICULARS OF EMPLOYEES

a) Information as per Rule 5(1) of Chapter XIII Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year 2015-16 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:

S r . No. Name of Director/KMP and Designation Remuneration of Director/KMP for financial year 2015-16 ( in Rs.) % increase in Remuneration in the Financial Year 2015-16 Ratio of remuneration of each Director/ to median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
1 Vikram Bhupat Sanghani Jt. Managing Director 2100000/- 9.37% 5.95 The remuneration payable to the KMP is in accordance with the Industry and
2 Sanjay Harilal Dhamsania 2100000/- 9.37% 5.95 Geographical standards
Jt. Managing Director Revenue from operations increased by 36.14%
3 Dharamsibhai Ramjibhai Vadalia Non Executive Director 30000/- 100.00% 0.085
4 Vimal Laljibhai Kalaria Non Executive Director 30000/- 100.00% 0.085
5 Pratikkumar Chandulal Dadhania Non Executive Director 30000/- 100.00% 0.085
6 Dhara Sureshchandra Shah Non Executive Director 22500/- 200.00% 0.063
7 Jyotin Bhadrakant Vasavada Chief Financial Officer 548211/- 10.27%

-

The remuneration payable to the KMP is in accordance with the Industry and
8 Jayram Kanubhai Vachhani Company Secretary & Compliance Officer 249594/- 4771% Geographical standards Revenue from operations increased by 36.14%

i) The median remuneration of employees of the Company during the financial year wasRs.3 52800/-.

ii) In the financial year there was increase of 8.85% in the median remuneration ofemployees.

iii) There were 46 permanent employees on the rolls of Company as on March 31 2016;

Iv) Relationship between average increase in remuneration and company performance:- Theaverage increase in median remuneration was in line with the performance of the Company asRevenue from operations increased by 36.14% . The remuneration payable to the KMP is inaccordance with the Industry and Geographical standards

v) a) Variations in the market capitalization of the Company : The marketcapitalization as on March 312016 was 6.35 crore (4.02 crore. On March 312015

on the basis of last trading on security being March 25 2015)

b) Price Earnings ratio of the Company was 16.34 as at March 312016 and was 10.33 asat March 31 2015

c) Percent increase over/ decrease in the market quotations of the shares of thecompany as compared to the rate at which the company came out with the last public offerin the year- The Company had come out with initial public offer (IPO) in 1996. The closingprice of the Company’s equity shares on the BSE as of March 31 2016 was Rs. 13.56representing a 35.56 % increase over the IPO price.

vi) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2015-16 was 8.85 % whereas theincrease in the managerial remuneration for the same financial year was 9.37%. Theremuneration payable to the KMP is in accordance with

the Industry and Geographical standards.

vii) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for Directors KeyManagerial Personnel and other E mployees.

viii) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year - Not Applicable; and

ix) It is hereby affirmed that the remuneration paid is as per the as per theRemuneration Policy for Directors Key Managerial Personnel and other E mployees.

ANNEXURE 3a- Information as per Rule 5(2) of Chapter XIII the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 r.w Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016

Employee Name Designation Educational Qualification Age Experience (In Years) Date of Joining Gross Remuneration Paid (For the year 15-16) Previous employment Nature of Employment Whether Contractual or otherwise Relative of any director/Manger (Yes/No) If yes then name fo such director and manager
Sohel V. Sanghani Vice President (Business Development) Bachelors degree in Computer Science & Masters degree in Economics & Political Science 28 3 Yrs 1st February 2014

840000

Bridgewater Associates USA

Permanent

Yes Vikram B. Sanghani Jt. managing Directo
Piyush M. Patadiya Sr. Software Developer B.Com 36 16 Yrs 1st June 2010 641490 Silicon Software Permanent No
Gautam K. Bhatia Assistant Manager B.Sc 33 10 Yrs 12th Jan 2010

639531

Macmillam (Noida)

Permanent

No
Rajender M. Dogra Operations Manager B.Com 45 20 Yrs 25th April 2005 635935 Apex Covantage (Hyderabad) Permanent No
Ajay D. Padharia Sr. Software Developer Diploma in Computer Engineering 33 10 Yrs 1st June 2010 588105 Silicon Software Permanent No
Jyotin B. Vasavada Chief Financial Officer B.Com Inter CA 49 25 Yrs 1st October 2000 548211 Crystal Cook n serve Products Pvt. Ltd. Permanent No
Nirav A. Bhatt Jr. IT Manager Diploma in Electronics & Communication 33 11 Yrs 1st June 2010 498982 Silicon Software Permanent No
Manaskumar R. Parida Sr. Quality Analyst MBA 40 11 Yrs 1st July 2013

492637

Tacbook (Delhi)

Permanent

No
Tapaskumar F. Barik Sr. Quality Analyst B.Com 38 11 Yrs 1st July 2013 486793 Tacbook (Delhi) Permanent No
Harikrishan S. Raturi Project Leader B.A. 41 18 Yrs 21st May 2012

483487

Kiwi Tech (Noida)

Permanent

No

ANNEXURE 4 - PARTICULARS OF CONTRACTS / ARRANGEMENTS MADE WITH RELATED PARTIES

[Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules 2014 - AOC-2]

This Form pertains to the disclosure of particulars of contracts / arrangements enteredinto by the Company with related parties referred to in Sub-section (1) of Section 188 ofthe Companies Act 2013 including certain arm’s length transactions under thirdproviso thereto.

Details of contracts or arrangements or transactions not at arm’s length basis

There were no contracts or arrangements or transactions entered in to during the yearended March 31 2016 which were not at arm’s length basis. Details of materialcontracts or arrangement or transactions at arm’s length basis

The details of material contracts or arrangement or transactions at arm’s lengthbasis for the year ended March 31 2016 are as follows:

Name of related party Nature of relationship Duration of contract Salient terms Amount(in ‘Rs.) Dates of approval by the Board if any
Nature of Contract
Lease and Hire charges agreement
ACE INFOWAY PVT. LTD. Common directors directors and shareholders 01.09.2014 - on going The agreement Effective from (01.09.2014) and shall be continue unless otherwise terminated 600000/- 30.05.2014 09.08.2014#
Payment To Key Managerial Personnel / Relative
SOHEL VIKRAMBHAI SANGHANI Relative of Key 01.02.2014- on going Appointment as Vice 840000/- 09.01.2014
Managerial Personnel President (Business Development)
Capital Advance
ACE RIVERSIDE PVT. LTD. Common Directors and Shareholders N.A Advance paid for 8000000/- 12.02.2015
purchase of flat
Purchase of Capital Assets
Ace Software Exports Enterprise over which KMP are able to exercise significant influence N.A Purchase of office nos 803 to 810 Located at 8th Floor Everest building Opp. Shashtri Maidan Rajkot 21888000/-* 25.09.2010#
Sale of Investments JAY B. SANGHANI Directors and N.A. Sale of Investment in 1320000/- 13.08.2015
VIKRAM B. SANGHANI Relatives of Director Ace Computer Education
BHUPAT C. SANGHANI Pvt. Ltd.
SANJAY H. DHAMSANIA JHAMKUVERBEN H. DHAMSANIA (240 Equity Shares)

Note: # Necessary approval had been taken in the Annual General Meeting of the Company.

* Advances given in the year 2013-14 as per the agreement to sale executed by thecompany for purchase of offices as mentioned above have been adjusted against propertiesduring the financial year.

All the related party transactions are approved by Audit Committee and Board ofDirectors and approval of members were obtained whenever necessary.

For & on behalf of Board of Directors
Sanjay H. Dhamsania Vikram B. Sanghani
Jt. Managing Director Jt. Managing Director
DIN : 00013892 DIN: 00183818
Date: 10.08.2016
Place: Rajkot

Upgrade To Premium Services

Welcome User

Business Standard is happy to inform you of the launch of "Business Standard Premium Services"

As a premium subscriber you get an across device unfettered access to a range of services which include:

  • Access Exclusive content - articles, features & opinion pieces
  • Weekly Industry/Genre specific newsletters - Choose multiple industries/genres
  • Access to 17 plus years of content archives
  • Set Stock price alerts for your portfolio and watch list and get them delivered to your e-mail box
  • End of day news alerts on 5 companies (via email)
  • NEW: Get seamless access to WSJ.com at a great price. No additional sign-up required.
 

Premium Services

In Partnership with

 

Dear Guest,

 

Welcome to the premium services of Business Standard brought to you courtesy FIS.
Kindly visit the Manage my subscription page to discover the benefits of this programme.

Enjoy Reading!
Team Business Standard