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ACI Infocom Ltd.

BSE: 517356 Sector: Infrastructure
NSE: N.A. ISIN Code: INE167B01025
BSE LIVE 15:40 | 02 Dec 4.89 -0.96
(-16.41%)
OPEN

5.50

HIGH

5.50

LOW

4.68

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 5.50
PREVIOUS CLOSE 5.85
VOLUME 63009
52-Week high 10.75
52-Week low 4.68
P/E
Mkt Cap.(Rs cr) 54.03
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.50
CLOSE 5.85
VOLUME 63009
52-Week high 10.75
52-Week low 4.68
P/E
Mkt Cap.(Rs cr) 54.03
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 33rd Annual Report of your Company and theAudited Financial Statements for the year ended 31st March 2015.

1. FINANCIAL RESULTS:

(in Lacs)

Particulars For the year ended 31.03.2015 For the year ended 31.03.2014
Revenue from Operations 175.21 ——
Profit before Depreciation & Amortization 15.71 22.02
Depreciation & Amortization 0.02 0.11
Profit / (Loss) before taxation 15.69 21.91
Provision for taxation (incl. deferred tax) 9.79 6.91
Profit/ (Loss) for the year carried to Balance Sheet 5.90 15.00

2. HIGHLIGHTS OF PERFORMANCE:

During the year under review the Company revenue from operations stood at Rs. 175.21Lacs as against Rs. NIL Lacs in the previous year. The Company has earned a Net profit ofRs. 15.69 Lacs as compared to the Profit of Rs. 21.91 Lacs during the previous accountingyear.

3. 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.

4. 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.

5. LOANS GUARANTEE & INVESTMENTS:

During the year under review the Company has not taken any Loan guarantee & madeinvestment as per provisions of Section 186 of the Companies Act 2013.

6. DEPOSITS:

The Company has never accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 or under Chapter V of the Act.

7. RELATED PARTY TRANSACTIONS:

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 1 to the Board’s Report.

8. INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel

During the year under review Mr. Nirmal Kumar Jain (DIN 03340173) Director retireddue to death on 17th July 2014 and in accordance with the provision of theCompanies Act 2013 and the Articles of Association of the Company the Board of Directorsin their meeting held on 30th March 2015 has appointed Ms. Sejal Suresh Nahar(DIN 07141552) as Additional Director proposed to be confirmed as an Independent WomenDirector. Further there were no changes in Directors by way of redesignationdisqualification variation made or withdrawn.

Mr. Anand Kumar Jain (DIN 02411779) who is liable to retire by rotation at the ensuingAnnual General Meeting and being eligible seek reappointment pursuant to Section 152 ofthe Companies Act 2013

B) 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).

10. RISK MANAGEMENT POLICY:

The Company does not have formal Risk Management Policy There is a continuous processfor identifying evaluating and managing significant risks faced through a risk managementprocess designed to identify the key risks facing business. Risks would includesignificant weakening in demand from core-end markets inflation uncertainties and anyadverse regulatory developments etc. During the year a risk analysis and assessment wasconducted and no major risks were noticed.

11. PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and other Committees. The same is found to besatisfactory

12. BOARD MEETINGS:

During the year under review the Company has conducted 5 (Five) Board Meetings on 28thMay 2014 1st August 2014 12th November 2014 12thFebruary 2015 and 30th March 2015.

13. AUDITORS:

M/s. Anand Jain & Associates Chartered Accountants Mumbai having ICAI FirmRegistration No. 105666W being eligible offer themselves for re-appointment. Ifre-appointed it will be within the prescribed limits specified in Section 139 of theCompanies Act 2013. Members are requested to appoint the auditors and to fix theirremuneration.

14. SECRETARIAL AUDIT

The Board of Directors have appointed M/s. Sanjay Dholakia & Associates PractisingCompany Secretaries to conduct Secretarial Audit for the financial year 2014-15 asrequired under Section 204 of the Companies Act 2013 and the rules framed there under.The Secretarial Audit Report for the financial year 2014-15 forms part of theDirectors’ Report as Annexure 2.

15. OBSERVATIONS – AUDITOR & SECRETARIAL AUDITOR:

Statutory Auditor:

There are no qualifications contained in the Auditors Report and therefore there areno further explanations to be provided for in this Report.

Secretarial Auditor:

With reference to the observations by M/s. Sanjay Dholakia & Associates in theirReport regarding the appointment of Company Secretary the Company is in process ofappointing Key Managerial Personnel i.e. Company Secretary.

16. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes having taken place affecting the financial position ofthe Company from the date of closure of financial year till the signing of Accounts.

17. DIRECTORS’ RESPONSIBILITY STATEMENT:

As stipulated under clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors subscribe to the Directors Responsibility Statementand 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; and

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

18. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section92 of the Companies Act 2013 an extract of the annual return in form No MGT – 9 isappended as Annexure 3 of the Board’s Report.

19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGSAND OUTGOINGS:

The information as required under Section 134(3)(m) of The Companies Act 2013 readwith Rule 8(3) of The Companies (Accounts) Rules 2014 with respect to conservation ofenergy technology absorption and foreign exchange earnings is given below:

A. Conservation of energy:

(i) the steps taken or impact on conservation of energy;

Energy conservation dictates how efficiently a Company can conduct its operations. TheCompany recognized the importance of energy conservation in decreasing the deleteriouseffects of global warming and climate change. The Company has strengthened theCompany’s commitment towards becoming an environment friendly organisation. TheCompany carry out regular maintenance and development work to save the energy.

(ii) the steps taken by the company for utilising alternate sources of energy;

The Company is using the electricity as source of its energy requirement and nothaving/ exploring any alternate source of energy.

(iii) the capital investment on energy conservation equipments; Not Applicable

B. Technology absorption:

During the year the Company does not have Plant & Machinery therefore notechnology absorption and research and development activies are carried out.

C. Foreign exchange earnings and Outgo:

There were no transactions of Foreign Exchange Earnings and outgo during the year underrevive.

20. CORPORATE RESPONSIBILITY STATEMENT (CSR):

The provisions of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility is not applicable as the Company is not falling under the said parameters.

21. NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee pursuant to Section178(1) of the Companies Act 2013 and has defined the policy on Director’sappointment and payment of remuneration including criteria for determining qualificationspositive attributes independence of a Director.

22. AUDIT COMMITTEE:

The Audit Committee comprises of namely Mr. Kalpesh Bhandari Independent Director asthe Chairman of the Committee and Mr. Jagdishchandra Hansraj Ghumara Mr. Hemantkumar SJain and Mr. Kushal Chand Jain Directors as other members. All the recommendations madeby the Audit Committee were accepted by the Board.

23. CORPORATE GOVERNANCE:

The Company is adhering to good corporate governance practices in every sphere of itsoperations. The Company has taken adequate steps to comply with the applicable provisionsof Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered intowith the Stock Exchanges. A separate report on Corporate Governance is enclosed as a partof this Report along with the Certificate from the Practicing Company Secretary confirmingcompliance with the conditions of Corporate Governance.

24. VIGIL MECHANISM:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. It ensures that strict confidentiality is maintained whilst dealing with concerns andalso no discrimination will be meted out to any person for a genuinely raised concern. Anysuspected or confirmed incident of fraud / misconduct can be reported thereof.

25. MANAGERIAL REMUNERATION:

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the medianemployee’s remuneration and other details as required pursuant to Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Companyhas not paid any remuneration to the Directors of the Company and hence the informationrequired under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not furnished.

B) Details of the every employee of the Company as required pursuant to 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Companyhas no such employee drawing remuneration more than mention under Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

26. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have Subsidiary/Joint Ventures/Associate Companies.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review asstipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges isset out in a separate section forming part of this Report.

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.

BY ORDER OF THE BOARD OF DIRECTORS
For ACI INFOCOM LIMITED
Mr. Anand Kumar Jain Mr. Kushal Chand Jain
Managing Director Director
(DIN 02411779) (DIN 03545081)
Regd Office:
D-001 Krishna Complex W. E. Highway
Opp. National park Borivali (East)
Mumbai – 400066
Date: 29th May 2015
CIN: L72200MH1982PLC175476

Annexure 2

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

ACI INFOCOM LIMITED

Mumbai.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by ACI INFOCOM LIMITED(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/ statutorycompliances and expressing my opinion thereon.

Based on my verification of the Company of 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 31st March 2015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting 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 31st March2015 according to 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 madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings; The same is not applicable as there were no transactionsduring the year under review.

(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;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; There were no further issue of securities during the yearunder review.

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; There were no ESOPS issued during theyear under review.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; There were no debts were raised during the year under review.

(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;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; There were no proposals for delisting of its Equity shares during theyear under review.

and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; There were no Buy Back of its Equity shares during the year under review.

(vi) As per Management representation letter there are no specific laws applicable tothe Company.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. Thesame was not notified till 31st March 2015

(ii) The Listing Agreements entered into by the Company with the Stock Exchange(s) ifapplicable; - The Company has complies with the various provisions of Listing Agreementwith BSE Limited where the Equity Shares of the Company are Listed exceptAppointment of Company Secretary and Compliance Officer under clause 47.

During the period under review the Company has complied with the provisions of the ActRules Regulations and Guidelines mentioned above except our comments which are as under:

I further report that

Pursuant to the provisions of Section 203 of the Companies Act 2013 Company had notappointed Company Secretary (CS) till 31st March 2015.

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried 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 and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

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.

This Report is to be read with our letter of even date which is annexed as Annexure andforms an integral part of this Report.

For SANJAY DHOLAKIA & ASSOCIATES
(SANJAY R DHOLAKIA)
Practising Company Secretary
Date: 29th May 2015 Proprietor
Place: Mumbai Membership No. 2655 /CP No. 1798

Annexure A

To

The Members

ACI INFOCOM LIMITED

Mumbai.

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

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we obtained management representation about the compliance oflaws rules regulations norms and standards and happening of events.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations norms and standards is the responsibility of management. Our examination waslimited to the 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.

7. I have reported in our audit report only those non-compliance especially inrespect of filing of applicable forms/documents which in our opinion are material andhaving major bearing on financials of the Company.

For SANJAY DHOLAKIA & ASSOCIATES
(SANJAY R DHOLAKIA)
Practising Company Secretary
Date: 29th May 2015 Proprietor
Place: Mumbai Membership No. 2655 /CP No. 1798

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