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ACI Infocom Ltd.

BSE: 517356 Sector: IT
NSE: N.A. ISIN Code: INE167B01025
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VOLUME 28701
52-Week high 10.75
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P/E
Mkt Cap.(Rs cr) 76.13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 7.40
CLOSE 7.39
VOLUME 28701
52-Week high 10.75
52-Week low 4.68
P/E
Mkt Cap.(Rs cr) 76.13
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 34thAnnual Report of your Company and theAudited Financial Statements for the year ended 31st March 2016.

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

(in Lacs)
Particulars For the year ended 31.03.2016 For the year ended 31.03.2015
Revenue from Operations 53.98 175.21
Profit before Depreciation & Amortization 12.02 15.71
Depreciation & Amortization 0.02 0.02
Profit / (Loss) before taxation 12.01 15.69
Provision for taxation (incl. deferred tax) 11.21 5.60
Profit/ (Loss) for the year carried to Balance Sheet 0.80 10.09

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‘s revenue from operations stood at Rs.53.98 Lacs as against Rs. 175.21 Lacs in the previous year. The Company has earned a Netprofit of Rs. 12.01 Lacs as compared to the Profit of Rs. 15.69 Lacs during the previousaccounting year.

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:

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.

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’sReport.

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.

iii. The capital investment on energy conservation equipments:

Your Company has not made any investment on energy conservation 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

During the year Mr. Jagdishchandra Hansraj Ghumara (DIN 00519468) Independent Directorresigned with effect from 10th February 2016.

Mr. Kushal Chand Jain (DIN 03545081) Director who is liable to retire by rotation atthe ensuing Annual General Meeting and being eligible seek reappointment pursuant toSection 152 of the Companies Act 2013 and Regulation 36(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

The Board of Directors in their meeting based on the recommendation of Nomination andRemuneration Committee held on 12th August 2016appointed Mr. Anand Kumar Jain and Mr.Kushal Chand Jain for a term of 5 years subject to approval of the members in the ensuingAnnual General Meeting

B) Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and the ListingAgreement/Regulations the Board has carried out an annual performance evaluation of itsown performance of individual Directors as well as the evaluation of the working of itsall Committees.

Directors:

i. Independent Directors:

The 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).

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 Listing Agreement/ Regulations are asfollows:

A. Audit Committee:

1. On 10th February 2016 Mr.JagdishchandraHansrajGhumara resigned so heceased to be Member of the Committee and on 10th February 2016 at its BoardMeeting held had reconstituted the Committee. The Audit Committee comprising of Mr.KalpeshBhandari Independent Director as the Chairman of the Committee Mr. Hemantkumar SJain Mr. Kushal Chand Jain and Ms. SejalNahar Directors as the members of the Committee.The recommendations of the Audit Committee is always welcomed and accepted by the Boardand all the major steps impacting the financials of the Company are undertaken only afterthe consultation of the Audit Committee.

2. 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.KalpeshBhandari Chairman of theAudit Committee.

B. Nomination and remuneration committee:

On 10th February 2016 Mr.JagdishchandraHansrajGhumara resigned so heceased to be Member of the Committee and on 10th February 2016 at its BoardMeeting held had reconstituted the Committee. The Nomination and Remuneration Committeeunder Section 178 of the Companies Act 2013 comprises of Mr. KalpeshBhandari IndependentDirector as the Chairman of the Committee Mr. Hemantkumar S Jain Mr. Anand Kumar Jainand Ms. SejalNahar Director are the members of the Committee. The Committee has framed apolicy to determine the qualification and attributes for appointment and basis ofdetermination of remuneration of all the Directors Key Managerial Personnel and otheremployees.

C. Stakeholder’s Relationship Committee:

On 10th February 2016 the Company had reconstituted the Committee. TheStakeholder’s Relationship Committee comprises of Mr. KalpeshBhandari IndependentDirector as the Chairman of the Committee Mr. Hemantkumar S Jain Mr. Anand Kumar Jainand Ms. SejalNahar Director are the members of the Committee. The role of the Committeeis to consider and resolve securities holders’ complaint. The meetings of theCommittee are held once in a quarter and the complaints are responded within the timeframe provided.

D. Share Transfer Committee:

On 10th February 2016 the Company had reconstituted the Committee. TheShare Transfer Committee comprises of Mr. KalpeshBhandari Independent Director as theChairman 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 2015-16 asrequired under Section 204 of the Companies Act 2013 and the rules framed thereunder. TheSecretarial Audit Report for the financial year 2015-16 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 required pursuant to section 203 of the Companies Act 2013not appointed Company Secretary as Compliance Officer under regulations 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. 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 4 (Four) Board Meetings on 29thMay 201510th August 2‘015 6th November 2015 and 10thFebruary2016.

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 -2is 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) the Directors had laid down internal financial controls to be followed by theCompany & that such internal financial controls are adequate and were operatingeffectively; 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 medianemployee’s remuneration and other details as required pursuant to Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014- are annexedas Annexure -4.

B) The Company doesn’t have any employee falling within the preview of Section 197of the 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 in Clause 49 of the Listing Agreement and Regulation 34 read with part B ofSchedule V of Listing Regulations entered into with the Stock Exchanges is set out in aseparate section forming part of Director Report as Annexure -5.

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 the Clause49 of the Listing Agreement/ Regulation 27 of the Securities and Exchange Board of India(Listing Obligation and Disclosure Requirements) Regulations 2015with the Stock Exchangea separate section on Report on corporate governance practices followed by the Companytogether with a certificate from the practicing Company Secretary confirmingcompliancewith the conditions of corporate governance .

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. 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:
301 Dimple Arcade Extension
Bldg 10 Asha Nagar behind SaiDham temple
Kandivali (E) Mumbai 400 101
Date: 12th August 2016
CIN: L72200MH1982PLC175476