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ACI Infocom Ltd.

BSE: 517356 Sector: IT
NSE: N.A. ISIN Code: INE167B01025
BSE 09:50 | 23 Mar 3.23 -0.17






NSE 05:30 | 01 Jan ACI Infocom Ltd
OPEN 3.23
52-Week high 12.20
52-Week low 3.23
P/E 161.50
Mkt Cap.(Rs cr) 36
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.23
Sell Qty 9700.00
OPEN 3.23
CLOSE 3.40
52-Week high 12.20
52-Week low 3.23
P/E 161.50
Mkt Cap.(Rs cr) 36
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.23
Sell Qty 9700.00

ACI Infocom Ltd. (ACIINFOCOM) - Director Report

Company director report


[(Disclosure under Section 134(3) of the Companies Act 2013) {Read With Companies(Accounts) Rules 2014}]

Dear Shareholders

Your Directors are presenting the 35th Annual Report of your Company and theAudited Financial Statements for the year ended 31st March 2017.

1. Financial Summary or Highlights/ Performance of the Company:

(in Lacs)

Particulars For the year ended 31.03.2017 For the year ended 31.03.2016
Revenue from Operations 1403.65 53.98
Profit before Depreciation & Amortization 27.65 12.02
Depreciation & Amortization 0.00 0.02
Profit / (Loss) before taxation 27.65 12.01
Provision for taxation (incl. deferred tax) 6.81 11.21
Profit/ (Loss) for the year carried to Balance Sheet 20.79 0.80

2. Dividend:

To consolidate the future position of the Company and support the fund requirements tostimulate growth your Board of Directors regret their inability to recommend any dividendfor the year.

3. Reserves:

The whole profit after tax has been transferred to P&L surplus. There is no amountthat has been proposed to be carried to any other reserves.

4. Brief description of the Company's working during the year/ state ofCompany's affair:

During the year under review the Company revenue from operations stood at Rs. 1403.65Lacs as against Rs. 53.98 Lacs in the previous year and the total income (which includesother income) stood at Rs. 1464.09 Lacs as against Rs. 105.44 Lacs. The Company has earneda Net profit of Rs. 20.79 Lacs as compared to the Profit of Rs. 0.80 Lacs during theprevious accounting year. Your Directors hopeful of much better result in future.

5. Change in the nature of business if any:

There was no change in nature of business.

6. Material changes and commitments if any affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report:

No material changes have occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report.

7. Details of significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and Company's operations in future:

There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

8. Details of Subsidiary/ Joint Ventures/ Associate Companies:

The Company did not have any Subsidiary Company/Joint Venture/Associate Company duringthe year under review.

9. Auditors:

In accordance with the provisions of Section 139 of the Companies Act 2013 read withthe Companies (Audit and Auditors) Rules 2014 M/s. Anand Jain & AssociatesChartered Accountants Statutory Auditors of the Company having Firm Registration No.105666Wshall retire at the conclusion of the 35th Annual General Meeting ofthe Company. Pursuant to the provisions of the Companies Act 2013 and the Companies(Audit and Auditor) Rules 2014 the Board of Directors on recommendation of the AuditCommittee has recommended the appointment of M/ s. Anand Jain & Associates CharteredAccountants having ICAI Firm Registration No. 105666WMumbai as the Statutory Auditors ofthe Company to hold office from the conclusion of this 35th Annual GeneralMeeting till the conclusion of next 36th Annual General Meeting at suchremuneration as may be mutually agreed between the Board of Directors of the Company andthe Statutory Auditors.

Consent and Certificate u/s. 139 of the Companies Act 2013 have been obtained fromM/s. Anand Jain & Associates Chartered Accountants having ICAI Firm Registration No.105666W Mumbai to the effect that their appointment if made shall be in accordance withthe applicable provisions of the Act and the Rules made there under.

As required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 M/s. Anand Jain & Associates Chartered Accountants having ICAIFirm Registration No. 105666W Mumbai have confirmed that they hold a valid certificateissued by the Peer Review Board of ICAI.

There is no qualification reservation or adverse remark or disclaimer made by theStatutory Auditors in its report and therefore there are no further explanations to beprovided for in this report.

10. Extract of the Annual Return:

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in Form MGT – 9 is appended as Annexure 3 of the Board's Report.

11. Conservation of energy technology absorption and foreign exchange earnings andoutgo: A. CONSERVATION of energy: i. The steps taken or impact on conservation of energy:

Though our operations are not energy- intensive efforts have been made to conserveenergy by utilizing energy- efficient equipments.

ii. The steps taken by the Company for utilising alternate sources of energy:

The Company is using electricity as the main source of energy and is currently notexploring any alternate source of energy. In future your Company will take steps toconserve energy and use alternative source of energy such as solar energy.

iii. The capital investment on energy conservation equipments:

Your Company firmly believes that our planet is in dire need of energy resources andconservation is the best policy. Your Company has not made any investment on energyconservation equipments.

B. Technology absorption:

i. The efforts made towards technology absorption:

During the year the Company does not have any plant & machinery. Therefore notechnology absorption and research and development activity are carried out.

ii. The benefits derived like product improvement cost reduction product developmentor import substitution:

No such specific benefit derived during the year due to technology absorption.

iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year):

No technology has been imported by the Company. iv. The expenditure incurred onResearch and Development: Nil C. Foreign exchange Earnings and Outgo:

Current Year Previous Year
Foreign Exchange Earnings and Outgo NIL NIL

12. Directors And Key Managerial Personnel:

A. Changes in Directors and Key Managerial Personnel

Mr. Anand Kumar Jain (DIN 02411779) Managing Director who is liable to retire byrotation at the ensuing Annual General Meeting and being eligible seek reappointmentpursuant to Section 152 of the Companies Act 2013 and Regulation 36(3) of the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015.

B. Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance of individual Directors as well as theevaluation of the working of its Audit Committee Nomination and Remuneration Committeeand Stakeholders Relationship Committee.


i. Independent Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committeethe performance of each independent director was evaluated by the entire Board ofDirectors (in the absence of the director getting evaluated) on various parameters likeengagement leadership analysis decision making communication governance interest ofstakeholders etc. The Board was of the unanimous view that every Independent Director wasa reputed professional and brought his rich experience to the deliberations of the Board.The Board also appreciated the contribution made by all Independent Directors in guidingthe management to achieving higher growth and continuance of each independent director onthe Board will be in the interest of the Company.

ii. Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the IndependentDirectors at their separate meeting. Further their performance was also evaluated by theBoard of Directors. The various criteria considered for the purpose of evaluation includedleadership engagement transparency analysis decision making functional knowledgegovernance stakeholders etc. The Board was of the unanimous view that all thenon-independent directors were providing good business and people leadership.

iii. Declaration by an Independent Director(s) and re-appointment if any:

All the Independent Directors have provided the declaration of Independence asrequired pursuant to Section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as provided in sub-section (6).

iv. Familiarization Programme to Independent Directors:

The Company has provides suitable familiarization programme to Independent Directors soas to associate themselves with the nature of the industry in which the company operatesand business model of the company in addition to regular presentation on technicaloperations marketing and exports and financial statements. In addition to the aboveDirectors are periodically advised about the changes effected in the Corporate LawListing Regulations with regard to their roles rights and responsibilities as Directorsof the company. The same is available on the website of the company.

13. Details of Committee of the Board:

Currently the Board has 4 Committees: the Audit Committee Nomination and RemunerationCommittee Stakeholders' Relationship Committee and Share Transfer Committee. TheComposition of various committees and compliances as per the applicable provisions of theCompanies Act 2013 and the Rules thereunder and SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 are as follows:

A. Audit Committee:

i. Constitution of Audit Committee:

The Audit Committee comprises of Mr. Kalpesh Bhandari Independent Director as theChairman of the Committee Mr. Hemantkumar S. Jain Mr. Kushal Chand Jain and Ms. SejalNahar Directors as the members of the Committee. The recommendations of the AuditCommittee is always welcomed and accepted by the Board and all the major steps impactingthe financials of the Company are undertaken only after the consultation of the AuditCommittee.

ii. Details of establishment of vigil mechanism for directors and employees:

The Company has established vigil mechanism pursuant to Section 177(9) of the CompaniesAct 2013 for Directors and Employees to report their concerns and has also taken steps tosafeguard any person using this mechanism from victimization and in appropriate andexceptional cases; there is direct access to approach Mr. Kalpesh Bhandari Chairman ofthe Audit Committee.

B. Nomination and remuneration committee:

The Nomination and Remuneration Committee under Section 178 of the Companies Act 2013comprises of Mr. Kalpesh Bhandari Independent Director as the Chairman of the CommitteeMr. Hemantkumar S. Jain Mr. Anand Kumar Jain and Ms. Sejal Nahar Director are themembers of the Committee. The Committee has framed a policy to determine the qualificationand attributes for appointment and basis of determination of remuneration of all theDirectors Key Managerial Personnel and other employees. A copy of policy is annexed asAnnexure- 5

Details of remunerations paid to the Directors during 2016-17 are given below:

Name of the Directors Directors' Position Relationship with other Directors Salary & allowances (Rs.) Perquisites (Rs.) Sitting Fees (Rs.)
Mr. Anand Kumar Jain (DIN 02411779) Managing Director Rs. 300000 p.a. Nil Nil
Mr. Kushal Chand Jain (DIN 03545081) Director & CFO Rs. 300000 p.a. Nil Nil
Mr. Kalpesh Bhandari (DIN 03146496) Independent Director Nil Nil Nil
Mr. Hemantkumar S Jain (DIN 06778764) Independent Director Nil Nil Nil
Ms. Sejal Suresh Nahar (DIN 07141552) Independent Director Nil Nil Nil

C. Stakeholder's Relationship Committee:

The Stakeholder's Relationship Committee comprises of Mr. Kalpesh Bhandari IndependentDirector as the Chairman of the Committee Mr. Hemantkumar S Jain Mr. Anand Kumar Jainand Ms. Sejal Nahar Director are the members of the Committee. The role of the Committeeis to consider and resolve securities holders' complaint. The meetings of the Committeeare held once in a quarter and the complaints are responded within the time frameprovided.

D. Share Transfer Committee:

The Share Transfer Committee comprises of Mr. Kalpesh Bhandari Independent Director asthe Chairman of the Committee Mr. Hemantkumar S Jain Mr. Anand Kumar Jain and Ms. SejalNahar Director as the members of the Committee. The role of the Committee is toapprove/ratify transfer of securities and look into share transmission rematerializationand dematerialization of shares. The meetings of the Committee are held on periodicalbasis and the complaints are responded within the time frame provided.

14. Secretarial Audit Report:

The Board of Directors have appointed M/s. Sanjay Dholakia& Associates PractisingCompany Secretaries to conduct Secretarial Audit for the financial year 2016-17 asrequired under Section 204 of the Companies Act 2013 and the rules framed thereunder. TheSecretarial Audit Report for the financial year 2016-17 forms part of the Directors'Report as Annexure 2. The management replies to the observation of the SecretarialAuditors are as under:

Auditors Observation Reply of Management
The Company has not appointed a Whole-time Company Secretary as its Compliance Officer as required under regulations 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also as per section 203 of the Companies Act 2013 and the rules made thereunder. The Company is searching for a suitable candidate and shall appoint the Whole- time Company Secretary on finding right candidate.

15. Board Meetings:

During the year under review the Company has conducted 5 (five) Board Meetings. Theintervening gap between any two meetings was not more than 120 days as prescribed by theCompanies Act 2013

Sr. No Type of Meeting Date
1 Board Meeting May 27 2016
2 Board Meeting August 12 2016
3 Board Meeting November 11 2016
4 Board Meeting December 20 2016
5 Board Meeting February 10 2017

16. Particulars of loans guarantees or investments under section 186:

During the year under review the Company has not provided any loans made investmentsgave guarantees or subscribed/purchased securities under Section 186 of the Companies Act2013.

17. Particulars of contracts or arrangements with Related Party:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including transactions entered at arms length under third proviso in prescribed Form No.AOC - 2 is appended as Annexure 1to the Board's Report.

18. Directors' Responsibility Statement:

As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act2013 your Directors subscribe to the Directors Responsibility Statement and state that:

a) In preparation of the annual accounts the applicable accounting standards had beenfollowed and there are no material departures from them;

b) the Directors had 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 had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the Directors had prepared the annual accounts on a going concern basis; e) theDirectors had laid down internal financial controls to be followed by the Company &that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

19. Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules 2014- are annexed as Annexure4.

B) The Company doesn't have any employee falling within the preview of Section 197 ofthe Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 hence no such details to be provided.

20. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 read with part B of Schedule V of Listing Regulationsentered into with the Stock Exchanges is set out in a separate section forming part ofDirector Report as Annexure 6.

21. Corporate Governance:

At ACI it is imperative that our company affairs are managed in a fair and transparentmanner. This is vital to gain and retain the trust of our stakeholders. As per theRegulation 27 of the Securities and Exchange Board of India (Listing Obligation andDisclosure Requirements) Regulations 2015 a separate section on Report on corporategovernance practices followed by the Company together with a certificate from theCompany's Auditors confirming compliance is annexed as a part of the Annual Report asAnnexure 7.

22. Corporate Social Responsibility (CSR):

In line with the new provisions of the Companies Act 2013 and the rules framed thereunder with respect to the Corporate Social Responsibility (CSR) your company is notgoverned by the provisions of Section 135 of the Companies Act 2013 and Companies(Corporate Social Responsibility Policy) Rules 2014. So the Company is not required toformulate a policy on CSR and also has not constituted a CSR Committee.

23. Internal Financial Control System and their Adequacy:

Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business. The management exercises financialcontrol on the operations through a well-defined budget monitoring process and otherstandard operating procedures.

24. Risk Management Policy:

There is a continuous process for identifying evaluating and managing significantrisks faced through a risk management process designed to identify the key risks facingbusiness. Risks would include significant weakening in demand from core-end marketsinflation uncertainties and any adverse regulatory developments etc. During the year arisk analysis and assessment was conducted and no major risks were noticed.

25. Disclosure as per Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 :

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with Rule 14 the internal authorized personunder the said act has confirmed that no complaint/ case has been filed /pending with theCompany during the year.

26. Other Disclosures / Reporting:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

d) Details of payment of remuneration or commission to Managing Director or JointManaging Director of the Company from any of its subsidiaries as the Company does not haveany Subsidiaries/Joint Venture/ Associate Company.

e) Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription/ purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3)(c) of the Companies Act 2013).

27. Registered Office of the Company has been changed from 301 Dimple ArcadeExtension Bldg 10 Asha Nagar behind SaiDham temple Kandivali (E) Mumbai 400 101 to130 V Mall Thakur Complex Kandivali (East) Mumbai -400 101 w.e.f. 01/08/2017.

28. Acknowledgement:

Your Directors wish to place on record their appreciation for the co-operation extendedby all the employees Bankers Financial Institutions various State and CentralGovernment authorities and stakeholders.

Mr. Anand Kumar Jain Mr. Kushal Chand Jain
Managing Director Director
(DIN 02411779) (DIN 03545081)
Regd Office:
130 V Mall Thakur Complex Kandivali (East) Mumbai - 400 101
Date: 26th May 2017
Place: Mumbai
CIN: L72200MH1982PLC175476