Your Directors are pleased to present their Annual Report on the Business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2016.
The financial performance of your Company for the year ended March 31 2016 issummarized below:
| || ||(Rupees in Lacs) |
|Particulars ||2015-2016 ||2014-2015 |
|Sales ||3050.14 ||64.59 |
|Other Income ||2.56 ||12.74 |
|Total Income ||3052.70 ||77.33 |
|Total Expenses (Include Exceptional and Extra-ordinary item) ||3029.01 ||67.92 |
|Profit/(Loss)Before Tax ||23.69 ||9.41 |
|Tax ||- ||- |
|Current Tax ||5.00 ||- |
|Deferred Tax ||- ||- |
|Net Profit After Tax ||18.69 ||9.41 |
The Company has achieved modest profit of Rs. 18.69 lacs (previous year profit was Rs.9.41) due to cost control exercise & better product mix.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
To avoid duplication between the Directors Report and the Management Discussion andAnalysis Report for the year we present below a composite summary of performance of thevarious business & functions of the Company.
The trend in slowdown in global growth continued during the year. India was the fastestgrowing large economy with a stable currency that performed better than the most emergingmarket currencies. If the industry players manage to restructure their operations as perthe new realities success will not be very hard to find now. The Company is intomanufacturing of Notebook & servicing of all brands of computers laptop tab etc.& it faces heavy competition from organized & unorganized sectors and many moreplayers are entering this sector every year as the entry level in this sector is veryeasy. A Chinese product has advantage of cost compared to Indian products & they haveflooded our market.
The Company main activities is manufacturing of Notebook & servicing of all brandsof computers laptop tab etc. The Company is low cost specialist repair services for allbrands of laptop/iPod & notebook in India. The Company expects better profit margin asit is veteran in servicing all brands of Computers laptop tab etc. and it has targetedcustomers based in western part of India. The Company is in process of tie-up with variousvendors to trade their products through the Company platform which can easily penetrateinto Tier II & Tier III towns/cities of India. It is working with some of the vendorsin other than western part of India to broad base its customer reach. The Company hasbeen able to double its profit compare to last year whereas turnover has increased byover 5 times compared to last year as the Company faces heavy completion fromorganized/unorganized sectors & from China both in terms of cost & wider customerbased. To have all India level network huge capital investment is required which theCompany may find difficult to rise. The new Government has initiated various projectswherein more job opportunities have been created thus resulting into more demands oflaptop & notebook. The younger generations are more inclined towards laptop ¬ebook for higher data storing capacity easy viewing faster net surfing & handy touse. The growth in the sector is very good and Management expects better results in forthcoming year. With the introduction of GST should see a level playing field between yourcompany and other companies who are tax-exempt. The Company is exploring various optionsto improve margins of the Company by having tight control on expenses & exploringvarious business activities.
BUSINESS PERFORMANCE AND SEGMENT REPORTING
During the year under review the company has earned a Net profit of Rs. 18.69 Lacs asagainst Net Profit of Rs. 9.41 Lacs during the previous year 2014-15. The profit margin ofthe Company is on a lower side on account of restricted territorial base; competition fromChinese products/unorganized sectors. Many new players have entered the market with hugefunds & latest technology to capture the market. The company is engaged in theNotebook & servicing of all brands of computers laptop tab etc. which as perAccounting Standard 17 is considered the only reportable business.
ADEQUACY OF INTERNAL CONTROL
The Company has robust internal control systems in place which are commensurate withthe size and nature of the business. The internal controls are aligned with statutoryrequirements and designed to safeguard the assets of the Company. The internal controlsystems are complemented by various Management Information System (MIS) reports coveringall areas. Increased attention is given to auto generation of MIS reports as againstmanual reports to take care of possible human errors or alteration of data. The Managementreviews and strengthens the controls periodically.
HUMAN RESOURCE DEVELOPMENT
The Company recognizes the importance of Human Resource as a key asset instrumental inits growth. The Company believes in acquisition retention and betterment of talented teamplayers. With the philosophy of inclusive growth the Company has redefined itsperformance management system. The new system focuses on progression of individualemployees together with organizational goals. Under the new system increased thrust willbe on job rotation and multi-skilling.
The company recognizes the importance of human value and ensures that properencouragement both moral and financial is extended to employees to motivate them.
The Company is into single reportable segment only
The Compliance function of the Company is responsible for independently ensuring thatoperating and business units comply with regulatory and internal guidelines. TheCompliance Department of the Company is continued to play a pivotal role in ensuringimplementation of compliance functions in accordance with the directives issued byregulators the Company's Board of Directors and the Company's Compliance Policy. TheAudit Committee of the Board reviews the performance of the Compliance Department and thestatus of compliance with regulatory/internal guidelines on a periodic basis. NewInstructions/Guidelines issued by the regulatory authorities were disseminated across theCompany to ensure that the business and functional units operate within the boundaries setby regulators and that compliance risks are suitably monitored and mitigated in course oftheir activities and processes.
Investors are cautioned that this discussion contains statements that involve risks anduncertainties. Words like anticipate believe estimate intend will expect and othersimilar expressions are intended to identify "Forward Looking Statements". Thecompany assumes no responsibility to amend modify or revise any forward lookingstatements on the basis of any subsequent developments information or events. Actualresults could differ materially from those expressed or implied.
The Board of Directors does not recommend any Dividend for the year under review
The Company does not have any subsidiary Company.
The Company has converted 707500000 warrants into Equity shares of Re. 1/- each atan issue price of Re. 1/- per share to Promoters and Non-Promoters of the Company onpreferential basis. These shares were allotted on 2nd July 2015 pursuant toShareholders approval obtained on 5th March 2014 & this warrant wasallotted on 29th April 2014. The Share Capital of the Company has increased byfrom 1190049520 equity shares to 1897549520 equity shares at the end of the year.
Rs 18.68 lacs have been transferred to the Profit & Loss account.
ACCEPTANCE OF FIXED DEPOSTIS:
The Company has not accepted any Fixed Deposits from general public within the purviewof Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rule 2014 during the year under review.
OTHER CORPORATE INFORMATION:
The Registered Office of the Company was shifted to the present premises in BorivaliMumbai on 18th February 2016. The Share Capital of the Company increased on 2ndJuly 2015 pursuant to conversion of 707500000 warrants into equity shares.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY
There is no transaction with Related Party which requires disclosure under Section134(3) (h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules2014. There being no material related party transactions as defined under Regulation 23 ofthe SEBI (LODR) Regulations 2015 there are no details to be disclosed in Form AOC 2 in that regard. The policy on materiality of related party transactions and also ondealing with related party transactions as approved by the Board may be accessed on theCompany website www.aciasialtd.com. All related party transactions which were entered intoduring the year were on arms length basis and were in the ordinary course ofbusiness and did not attract provisions of section 188 of the Companies Act 2013 and werealso not material related party transactions under Regulation 23 of the SEBI (LODR)Regulations 2015. There are no materials transactions entered into with related partiesduring the period under review which may have had any potential conflict with theinterests of the Company. Pursuant to Regulation 26(5) of the SEBI (LODR) Regulations2015 senior made periodical disclosures to the Board relating to all material financialand commercial transactions where they had or were deemed to have had personal interestthat might have been in potential conflict with the interest of the Company & same wasnil.
LOANS INVESTMENT AND GUARANTEES BY THE COMPANY
There is no loan given investment made guarantee given or security provided by theCompany to any entity under Section 186 of the Companies Act 2013. Particulars ofInvestment made/loan given under section 186 of the Companies Act 2013 are provided inthe financial statement.
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observations has been received from the Auditor of the Company for inefficiency orinadequacy of such controls.
DISCLOSURES UNDER SECTION 134(3) (I) OF THE COMPANIES ACT 2013
No material changes and commitments which could affect the Company financial positionhave occurred between the end of the financial year of the Company and the date of thisreport except as disclosed elsewhere in this report
There is no change in the composition of the Board of Directors of the Company duringthe year under review. Mr. Hirji Kanji Patel (DIN 00157481) who retires by rotation andbeing eligible offers himself for re-appointment. If re-appointed his term would be inaccordance with the policy for directors of the Company.
DIRECTORS REMUNERATION POLICY
The Board on the recommendation of the Nomination and Remuneration Committee has frameda Remuneration policy providing criteria for determining qualifications positiveattributes independence of a Director and a policy on remuneration for Directors keymanagerial personnel and other employees. The detailed Remuneration policy is placed onthe Companys website www.aciasialtd.com.
NUMBER OF MEETING OF BOARD OF DIRECTORS
The Board of Directors have met 6 times and Independent Directors once during the yearended 31st March 2016 in accordance with the provisions of the Companies Act2013 and rules made there under. All the Directors actively participated in the meetingsand contributed valuable inputs on the matters brought before the Board of Directors fromtime to time
DECLARATIONS BY INDEPENDENT DIRECTOR:
Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/s. Chirag C. Mehta& Co CharteredAccountants is eligible to hold the office for a period of five years up to 2019. Howevertheir appointment as Statutory Auditors of the Company is subject to ratification by theMembers at every AGM. The Company has received a certificate from the Auditor that he isnot disqualified for re- appointment within the meaning of Section 141 of the CompaniesAct 2013 and his appointment if made would be within the limits specified in Section 139of the said Act. Necessary Resolution for ratification of appointment of said Auditor isincluded in the Notice of AGM for seeking approvals of the Members.
The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self- explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the requirement of Section 134 of the Companies Act 2013 the Boardof Directors of the Company confirms: i. In the preparation of the annual accounts for thefinancial year ended 31st March 2016 the applicable accounting standards havebeen followed along with proper explanation relating to material departures. ii. That theDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for the year ended 31st March 2016. iii. That theDirectors have taken sufficient and proper care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting material fraud and otherirregularities. iv. That the Directors have prepared the Annual Accounts on a goingconcern basis. v. There are no material changes & commitments if any affecting thefinancial position of the company which have occurred between the end of the financialyear of the company to which the financial statements relate & the date of the report.vi. There are proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively. vii.That the Directors had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively.viii. Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Companys internal financial controls were adequate andeffective during FY 2015-16.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS
The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual Directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company. Information on themanner in which the annual evaluation has been made by the Board of its own performanceand that of its Committee and individual Directors is given in the Corporate GovernanceReport.
DETAILS OF COMMITTEE OF DIRECTORS
Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/Grievance Committee of Directors number ofmeetings held of each Committee during the financial year 2015-16 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inCorporate Governance Report and forming part of the report. The recommendation by theAudit Committee as and when made to Board has been accepted by it.
During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. TheRisk Management Policy has been reviewed and found adequate to the requirements of theCompany and approved by the Board. The Management evaluated various risks and that thereis no element of risk identified that may threaten the existence of the Company.
WHISTLE BLOWER MECHANISM
The Company has put in place Whistle Blower Mechanism. The detailed mechanism is givenin Corporate Governance Report forming part of this report.
Pursuant to the SEBI (LODR) Regulations 2015 a separate section on CorporateGovernance forms part of the Annual Report. All Board members and Senior Managementpersonnel have affirmed compliance with the Code of Conduct for the year 2015-16. Adeclaration to this effect signed by the Managing Director of the Company is contained inthis Annual Report. The Managing Director and CFO have certified to the Board with regardto the financial statements and other matters as required under Regulation 17(8) of theSEBI (LODR) Regulations 2015. Certificate from the Statutory Auditors of the Companyregarding compliance of conditions of Corporate Governance is annexed to this Report.
CORPORATE SOCIAL RESPONSIBILITY
The Section 135 of the Companies Act 2013 regarding Corporate Social ResponsibilityCommittee is not applicable to the Company as the Net Profit of the Company is below thethreshold limit prescribed by the Companies Act 2013.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information relating to the conservation of energy technology absorption foreignexchange earnings and outgo under provisions of 134 of the Companies Act 2013 is notapplicable to the Company considering the nature of its business activities. Further theCompany has not earned nor spends foreign exchange during the year under review.
SECRETARIAL AUDIT REPORT
A Secretarial Audit Report for the year ended 31st March 2016 in prescribed form dulyaudited by the Practicing Company Secretary M/s. S. K. Pandey is annexed herewith andforming part of the report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report. (Annexure I)
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future.
MANAGING DIRECTORS CERTIFICATE:
A Certificate from the Managing Director in respect of the Financial Statements formspart of the Annual Report.
PRESENTATION OF FINANCIAL STATEMENTS
The financial statements of the Company for the year ended 31st March 2016have been disclosed as per Schedule III to the Companies Act 2013.
A copy of audited financial statements of the said Companies will be made available tothe members of the Company seeking such information at any point of time. A cash flowstatement for the year 2015-2016 is attached to the Balance Sheet. Pursuant to thelegislation Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace Act 2013 introduced by the Government of India the Company has a policyon Prevention of Sexual Harassment at workplace. There was no case reported during theyear under review under the said policy. Details as required under the provisions ofsection 197 (12) of the Companies Act 2013 read with Rule 5(1) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are placed on the Companyswebsite i.e. www.aciasialtd.com as an Annexure to the Director Report. Details asrequired under the provisions of section 197 (12) of the Companies Act 2013 read withRule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are placed on the Companys website i.e. www.aciasialtd.com as anAnnexure to the Director Report. A physical copy of the same will be made available to anyshareholders on request. A cash flow statement for the year 2015-16 is attached with theBalance-Sheet.
The Directors take this opportunity to thank the Financial Institutions BanksBusiness Associates Central and State Government authorities Regulatory authoritiesStock Exchanges and all the various stakeholders for their continued co-operation andsupport to the Company and look forward to their continued support in future.
The Company thanks all of our employees for their contribution to your Companysperformance. T h e C o m p a n y applauds them for their superior levels of competencededication and commitment to your Company.
|By Order of the Board || |
|For Allied Computers International (Asia) Limited || |
|SD/- ||SD/- |
|Hirji Kanji Patel ||Rakesh Ganesh Naik |
|Managing Director ||Director |
|(DIN No. 00157481) ||(DIN No. : 05236731) |
|Place: Mumbai. || |
|Date: 16th August 2016 || |