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Ace Software Exports Ltd.

BSE: 531525 Sector: IT
NSE: N.A. ISIN Code: INE849B01010
BSE 15:40 | 21 Feb 22.05 -1.65
(-6.96%)
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NSE 05:30 | 01 Jan Ace Software Exports Ltd
OPEN 22.40
PREVIOUS CLOSE 23.70
VOLUME 1303
52-Week high 30.40
52-Week low 16.25
P/E 12.89
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 22.40
CLOSE 23.70
VOLUME 1303
52-Week high 30.40
52-Week low 16.25
P/E 12.89
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ace Software Exports Ltd. (ACESOFTEXP) - Director Report

Company director report

Dear Members

Your directors are pleased to present the Twenty Third Annual Report and theCompany’s audited financial statement for the financial year ended March 31 2017.

FINANCIAL PERFORMANCE

The Company’s financial performance for the year ended March 31 2017 issummarized below;

(Rs. Lacs)

Sr. No. Particulars Standalone Consolidated
2016-17 2015-16 2016-17 2015-16
1. Revenue from operation 843.14 805.29 843.31 805.47
2. Other income 70.64 70.91 82.71 83.82
3. Total Revenue 913.78 876.20 926.02 889.29
4. Depreciation & Amortization 30.98 27.13 37.58 33.73
5. Employee Benefit expenses 247.93 225.62 247.93 225.62
6. Finance Cost 1.17 1.85 1.17 1.85
7. Other expenses 513.41 504.86 518.18 507.76
8. Profit/(loss) before tax (PBT) 120.29 116.74 121.16 120.33
9. Taxation 20.11 1.30 20.13 2.49
10. Profit/(loss) After Tax(PAT) 100.18 115.44 101.03 117.84

Revenue from operations increase by 4.70% (Standalone)

Revenue from operations increase by 4.70% (Consolidated)

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.

FIXED DEPOSITS/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 in company Membership of Committee in other Public Limited Companies
Mr. Vikram B. Sanghani Jt. Managing 54 MBA (Finance) Ace Infoworld Pvt. Ltd. -
DIN: 00183818 Director Ace Infoway 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 55 MS Ace infoworld Pvt. Ltd. -
DIN: 00013892 Director (Computer Science) Ace Infoway Pvt. Ltd
Ace Computer Education Pvt. Ltd.
Everest Office Owners Asso. Pvt. Ltd.
Ace Riverside Pvt. Ltd.
Independent & Non Designation Age Qualification Other Directorship
Executive Director
Mr. Pratik C. Dadhania Director 45 Graduate in - -
DIN: 02931106 Architecture
Mr. Vimal L. Kalaria Director 44 Post Graduate - -
DIN : 00029395 Diploma in Finance
Mr.Dharamshibhai R. Vadalia Director 65 Under Graduate Dipak Agro Oil Mill Pvt. Ltd.
DIN : 00015165 Ace Infoworld Pvt. Ltd. -
Ms. Dhara S. Shah Director 28 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 31 2017. These were heldon May 30 2016 August 10 2016 November 12 2016 and February 13 2017.

Name of Directors Designation No. of Meetings
Held Attended Whether attended last AGM held on September 24 2016
Vikram B.Sanghani Jt. Managing Director 4 3 Yes
Sanjay H. Dhamsania Jt. Managing Director 4 4 Yes
Vimal L. Kalaria Independent Director 4 4 Yes
Dharamshi R. Vadalia Independent Director 4 4 Yes
Pratik C. Dadhania Independent Director 4 4 Yes
Dhara Shah Independent Director 4 4 Yes

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 11 2017.

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:

The Committee’s composition and terms of reference are in compliance withprovisions of Section 177 of the Companies Act 2013 and Regulation 18 of the ListingRegulations. Members of the Audit Committee possess requisite qualifications.

Four meetings of Audit Committee were held during the year ended on March 31 2017.These were held on May 30 2016 August 10 2016 November 12 2016 and February 13 2017.

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) :

The Committee’s composition and terms of reference are in compliance withprovisions of the Companies Act 2013 Regulation 19 of the Listing Regulations. NRCidentifies persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down recommend to the Board theirappointment and removal and carries out evaluation of every director’s performanceand works as per the policy formulated thereof.

Four meetings were held during the year ended on March 31 2017. These were held on May30 2016 August 10 2016 November 12 2016 and February 13 2017.

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)

Stakeholders Relationship Committee

The Committee’s composition and terms of reference are in compliance withprovisions of the Companies Act 2013 and Regulation 20 the Listing Regulations.Constituted for considering and resolving grievances of security holders and disseminationof information to shareholders Four meetings were held during the year ended on March 312017. These were held on May 30 2016 August 10 2016 November 12 2016 and February 132017.

Name Designation No. of Meetings
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 4

AUDITORS STATUTORY AUDITOR

Under section 139 of the Companies Act 2013 and rules made thereunder it is mandatoryto rotate the statutory auditors on completion of the maximum term permitted under thesaid section. The incumbent auditors Kalaria & Sampat Chartered Accountants (FirmReg. No. 104570W) have served the Company for over 10 years before the Act was notifiedand will be completing the maximum number of transitional period (three years) at theensuing 23rd AGM. The audit committee of the Company has proposed and onAugust 11 2017 the board of directors of the Company has recommended the appointment ofH. B. Kalaria Chartered Accounts (Firm Reg. No.104571W ) as the Statutory Auditors ofthe Company. H. B. Kalaria Chartered Accounts will hold office for a period of fiveconsecutive years from the conclusion of the ensuing 23rd Annual GeneralMeeting of the Company schedule to be held on 23rd September 2017 till theconclusion of the 28th Annual General Meeting to be held in year 2022 subjectto the approval of members of the Company.

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 2016-17 as required under Section204 of the Companies Act 2013 and Rules thereunder.

The secretarial audit report for FY 2016-17 forms part of the Annual Report asAnnexure-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:

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 Companyhas adopted a Policy in line with the requirements of the Listing Regulations. Theobjective of this policy is to lay down criteria for identification and dealing withmaterial subsidiaries and to formulate a governance framework for subsidiaries of theCompany. The policy on Material Subsidiary is available on the website of the Companyhttp://acesoftex.com/uploads/Policies/Policy%20on%20Material%20Subsidiary.pdf On 24thSeptember 2016 members of the company passed the special resolution for strikingoff/sale/ disposed of following wholly controlled LLPs; 1) Aspire Exim LLP

2) Citizen Solutions LLP 3) Cosmos Services LLP 4) Jubilant Exim LLP 5) Rajkot ComputerEducation LLP 6) Speedwell Engineers LLP

All the above LLPs have not commenced business.

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

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 anyalternate source of energy and emphasize on the Conservation of energy and be frugal inutilizing 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 benefit derives & Research andDevelopment i. The Company continues to use the latest technologies for improving theproductivity and quality of its services and products. The Company’s operations donot require significant import of technology. Company has not incurred any expenses forresearch and development.

(c) Foreign exchange earnings and outgo :-

Particulars 2016-17 2015-16
Foreign Exchange earning (USD 1227197.68)(INR 82163376.00) (USD 1206299.45)(INR 80529088.00)
Foreign Exchange Outgo - (USD 481.90)(INR 30600.46)(EURO 1920)(INR 146337.02)

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

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 directors and 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) inthe preparation of the annual accounts for the year ended March 31 2017 the applicableaccounting standards read with requirements set out under Schedule III to the Act havebeen followed and there are no material departures from the same; b) the Directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2017 and of the profit of the Company for theyear ended on that date; c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) the Directors have prepared the annual accounts on a ‘goingconcern’ basis; e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and f) the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand 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 FY2016-17.

FORMAL ANNUAL PERFORMANCE EVALUATION POLICY ON DIRECTORS’ APPOINTMENT ANDREMUNERATION

The Company has devised a Policy for performance evaluation of the Board Committeesand other individual Directors (including Independent Directors) which includes criteriafor performance evaluation of the Non-executive Directors and Executive Directors.

The Board carried out annual performance evaluation of the Board Board Committees andIndividual Directors and Chairperson. The Chairman of the respective Board Committeesshared the report on evaluation with the respective Committee members. The performance ofeach Committee was evaluated by the Board based on report on evaluation received fromrespective Board Committees.

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;

Policy for Selection of Directors and determining Directors’ independence 1.Introduction

1.1 Ace Software Exports Limited (ASEL) believes that an enlightened and combination ofyouth with experience Board consciously creates a culture of leadership to provide along-term vision and policy approach to improve the quality of governance. Towards thisASEL ensures constitution of a Board of Directors with an appropriate composition sizediversified expertise and experience and commitment to discharge their responsibilitiesand duties effectively. 1.2 ASEL recognizes the importance of Independent Directors inachieving the effectiveness of the Board. ASEL aims to have an optimum combination ofExecutive Non-Executive and Independent Directors.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Nomination and RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent directors ofthe Company.

3. Terms and References:

In this Policy the following terms shall have the following meanings: 3.1“Director” means a director appointed to the Board of a company.

3.2 “Nomination and Remuneration Committee” means the committee constitutedby ASEL’s Board in accordance with the provisions of Section 178 of the CompaniesAct 2013 and Regulations of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (“ListingRegulations”) whenever applicable.

3.3 “Independent Director” means a director referred to in sub-section (6) ofSection 149 of the Companies Act 2013 and

Regulations of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (“Listing Regulations”) wheneverapplicable.

4. Policy:

4.1 Qualifications and criteria

4.1.1 The Nomination and Remuneration Committee (NRC) and the Board shall review onan annual basis appropriate skills knowledge and experience required of the Board as awhole and its individual members. The objective is to have a Board with diverse backgroundand experience that are relevant for the Company’s global operations.

4.1.2 In evaluating the suitability of individual Board members the NRC may take intoaccount factors such as:

General understanding of the Company’s business dynamics global business andsocial perspective; Educational and professional background Standing in the profession;

Personal and professional ethics integrity and values;

Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively.

4.1.3 The proposed appointee shall also fulfill the following requirements:

Shall possess a Director Identification Number;

Shall not be disqualified under the Companies Act 2013;

Shall give his written consent to act as a Director;

Shall endeavour to attend all Board Meetings and wherever he is appointed as aCommittee Member the Committee Meetings;

Shall abide by the Code of Conduct established by the Company for Directors andSenior Management Personnel;

Shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

Such other requirements as may be prescribed from time to time under the CompaniesAct 2013 Equity Listing Agreements and other relevant laws.

4.1.4 The NRC shall evaluate each individual with the objective of having a group thatbest enables the success of the Company’s business.

4.2 Criteria of Independence

4.2.1 The NRC shall assess the independence of Directors at the time of appointment /re-appointment and the Board shall assess the same annually. The Board shall re-assessdeterminations of independence when any new interests or relationships are disclosed by aDirector.

4.2.2 The criteria for appointment/re-appointment of independence is as laid down inCompanies Act 2013 and Listing Regulations whenever applicable. 4.2.3 The IndependentDirectors shall abide by the “Code for Independent Directors” as specified inSchedule IV to the Companies Act 2013.

4.3 Other directorships / committee memberships

4.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance. Accordingly members should voluntarilylimit their directorships in other listed public limited companies in such a way that itdoes not interfere with their role as directors of the Company. The NRC shall take intoaccount the nature of and the time involved in a Director’s service on other Boardsin evaluating the suitability of the individual Director and making its recommendations tothe Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which notmore than 10 shall be Public Limited Companies.

4.3.3 A Director shall not serve as an Independent Director in more than 7 ListedCompanies and not more than 3 Listed Companies in case he is serving as a Whole-timeDirector in any Listed Company.

4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman ofmore than 5 Committees across all companies in which he holds directorships.

For the purpose of considering the limit of the Committees Audit Committee andStakeholders’ Relationship Committee of all Public Limited Companies whether listedor not shall be included and all other companies including Private Limited CompaniesForeign Companies and Companies under Section 8 of the Companies Act 2013 shall beexcluded.

Remuneration Policy for Directors Key Managerial Personnel and other employees 1.Introduction

1.1 Ace Software Exports Limited (ASEL) recognizes the importance of aligning thebusiness objectives with specific and measurable individual objectives and targets. TheCompany has therefore formulated the remuneration policy for its directors key managerialpersonnel and other employees keeping in view the following objectives: 1.1.1 Ensuringthat the level and composition of remuneration is reasonable and sufficient to attractretain and motivate to run the company successfully. 1.1.2 Ensuring that relationship ofremuneration to performance is clear and meets the performance benchmarks.

1.1.3 Ensuring that remuneration involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of thecompany and its goals.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Nomination and RemunerationCommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the Company.

3. Terms and References:

In this Policy the following terms shall have the following meanings: 3.1“Director” means a director appointed to the Board of the Company. 3.2 “KeyManagerial Personnel” means (I) the Chief Executive Officer or the managing directoror the manager; (ii) the company secretary; (iii) the whole-time director; (iv) the ChiefFinancial Officer; and (v) such other officer as may be prescribed under the CompaniesAct 2013

3.3 “Nomination and Remuneration Committee” means the committee constitutedby ASEL’s Board in accordance with the provisions of Section 178 of the CompaniesAct 2013 and applicable regulations of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (“ListingRegulations”).

4. Policy:

4.1 Remuneration to Executive Directors and Key Managerial Personnel

4.1.1 The Board on the recommendation of the Nomination and Remuneration Committee(NRC) shall review and approve the remuneration payable to the Executive Directors of theCompany within the overall limits approved by the shareholders.

4.1.2 The Board on the recommendation of the NRC shall also review and approve theremuneration payable to the Key Managerial Personnel of the Company.

4.1.3 The remuneration structure to the Executive Directors and Key ManagerialPersonnel shall include the following components: (i) Basic Pay (ii) Perquisites andAllowances (iii) Stock Options (iv) Commission (Applicable in case of Executive Directors)(v) Retiral benefits (vi) Annual Performance Bonus

4.1.4 The Annual Plan and Objectives for Executive Directors and Senior Executives(Executive Committee) shall be reviewed by the NRC and Annual Performance Bonus will beapproved by the Committee based on the achievements against the Annual Plan andObjectives.

4.2 Remuneration to Non-Executive Directors

4.2.1 The Board on the recommendation of the NRC shall review and approve theremuneration payable to the Non- Executive Directors of the Company within the overalllimits approved by the shareholders.

4.2.2 Non-Executive Directors shall be entitled to sitting fees for attending themeetings of the Board and the Committees thereof.

4.3 Remuneration to other employees

4.3.1 Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

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 asAnnexure -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 2016-17: a) No. of complaints received: NIL b) No. of complaints disposedoff: 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 ishttp://acesoftex.com/uploads/VIGIL_POLICY.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.

There are no materially significant related party transactions that may have potentialconflict with interest of the Company at large.

GENERAL INFORMATION

AGM held during the financial year 2016-17: 24th September 2016 StockExchange where the shares of the company are listed: BSE Ltd. Scrip Code of the Company:531525

All the information related to companies its policies quarterly financial resultAnnual Reports of the Company and its subsidiaries shareholding pattern and otherdocuments filed with BSE are uploaded on the website of the company i.e.http://acesoftex.com/investor-relations

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 that assets of the Corporate Policies. The company has a cross functional internalAudit team with pre-determined roles responsibility and authorities. The team ensures anappropriate information flow and effective monitoring. e. Discussion on financialperformance 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 including number of people employed.

The human resource (HR) function of the Company is focused around providing its 51employees 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
Date: 11.08.2017 Jt. Managing Director Jt. Managing Director
Place: Rajkot DIN: 00013892 DIN: 00183818