Your Directors present you the 23rd Annual Report of your Company and the AuditedFinancial Statements for the financial year ended 31st March 2017.
1. FINANCIAL SUMMARY
Financial Summary and performance Highlights of your Company for the financial yearended March 31 2017 are as follows:
| || ||(In Millions) |
|Particulars ||2016-17 ||2015-16 |
|Total Revenue ||87.42 ||153.22 |
|Total Expense ||95.62 ||162.72 |
|Profit/Loss Before Tax ||(8.20) ||(9.50) |
|Less: Taxation || || |
|Current Tax ||(0.06) ||(0.33) |
|Deferred Tax ||2.59 ||3.27 |
|Profit/Loss After Tax ||(5.67) ||(6.56) |
2. RESULTS OF OPERATIONS
The total revenue of your Company for the financial year 2016-17 is Rs. 87421546/- asagainst Rs. 153221419/- in the previous year. The Net Loss before tax stood at Rs.8197809/- as against Net Loss before tax Rs. 9503749/- in the previous year. The Lossafter Tax is Rs. 5664686/- as against Loss after Tax Rs. 6567091 /- in the previousyear.
The Company has suffered loss in the year 2016-17 hence it is not in the position torecommend any dividend for the period ended March 31 2017.
4. CHANGE IN THE NATURE OF BUSINESS
During the year there was no change in the nature of business of the Company.
5. MATERIAL CHANGES AND COMMITMENT
There are no material changes and commitments affecting the financial position of theCompany occurred after the end of the financial year to which these financial statementsrelate on the date of this report.
6. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNEDDURING THE FINANCIAL YEAR ENDED MARCH 31 2017.
Ms. Shivani Khurana Company Secretary has resigned from the post of Company Secretaryon 4th April 2016. Mr. Monendra Srivastava was appointed as Additional cumIndependent Director w.e.f. 17th May 2016 and regularised in the AnnualGeneral Meeting of the Company held on 30th September 2016. Ms. Meenu Paliwalwas appointed as Additional cum Independent Director on 13th February 2016regularised in the Annual General Meeting of the Company held on 30thSeptember 2016.
Mr. Roop Lal Whole Time Director of the Company has resigned from the post ofDirectorship w.e.f 10th August 2016.
As per the provisions of Section 152 of the Companies Act 2013 Mr. Pradeep DuttaDirector of the Company retires by rotation at the ensuing Annual General Meeting. Mr.Pradeep Dutta has expressed his intention to seek re-election as a Director of theCompany.
7. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92(3) of TheCompanies Act 2013 read with Rule 12 of the Companies (Management and administration)Rules 2014 in the prescribed Form MGT-9 is furnished in Annexure 1 and forms anintegral part of this report.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1) OF THE COMPANIES ACT 2013.
All the transactions done with related parties for the year under review were on arm'slength basis and are in compliance with the applicable provisions of the Act and ListingAgreement.
There are no material significant related party transactions made by the Company withPromoters Directors or Key Managerial Personnel etc. which may have potential conflictwith the interest of the Company at large. Transactions with related parties entered bythe Company in the normal course of business are periodically placed before the AuditCommittee of the Company for its approval. The particulars of contracts entered during theyear are shown in the prescribed Form AOC-2 which is enclosed as Annexure-2.
10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER
There were eight meetings of the Board held during the year:
1. 5th April 2016
2. 17th May 2016
3. 10th August 2016
4. 14th November 2016
5. 10th February 2017
The gap between any two meetings has been less than one hundred and twenty days and onemeeting in each quarter has been held.
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Directors hereby confirmthat:
? in the preparation of the annual accounts for the year ended 31st March2017 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed along with proper explanation relating to materialdepartures; ? they have 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 as at 31st March 2017 and ofthe profit and loss of the company for that period; ? they have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; ? they have prepared the annual accounts on agoing concern basis; ? they have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively; and ? they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
12. STATUTORY AUDITOR
M/s PVR-N & Co. Chartered Accountants (Firm Registration No. 004062N) havebeen appointed as the Statutory Auditors of the Company in the 20th AnnualGeneral Meeting of the Company held on August 25 2014 to hold the office till theconclusion of the 24th Annual General Meeting of the Company subject to theratification of shareholders at every Annual General Meeting and their appointment wasratified at the last AGM.
M/s PVR-N & Co. Chartered Accountants has given their resignation on 18.08.2017from the post of Statutory Auditor for the financial year 2017-18 & onwards and M/sASHM & Associates Chartered Accountants has been appointed as Statutory Auditor attheir place subject to shareholder's consent at the ensuing AGM.
13. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act 2013 the Company appointed Ms. RajniMiglani a Practicing Company Secretary as its Secretarial Auditor to conduct theSecretarial Audit of the Company for FY 2016-2017. The Report of Secretarial Auditor (FormMR-3) for the FY 2016-2017 is annexed to the report as Annexure-3.
14. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION
There were no qualifications reservations or adverse remarks made either by theStatutory Auditors or by the Practicing Company Secretary in their respective reports.
15. RISK MANAGEMENT POLICY
Your Directors have adopted a Risk Management Policy for the Company. The AuditCommittee and the Board of Directors of the Company review the risks if any involved inthe Company from time to time and take appropriate measures to minimize the same. TheAudit Committee ensures that the Policy for Risk Management is adopted across the Companyin an inclusive manner.
16. ORDERS PASSED BY THE REGULATORS OR COURTS IF ANY
No significant and material orders were passed by the Regulators Courts or Tribunalsimpacting the going concern status and Company's operations in future.
17. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company's internal control systems are supplemented by an extensive programme ofinternal audit by an independent professional agency and periodically reviewed by theAudit Committee and Board of Directors. The internal control system is designed to ensurethat all financial and other records are reliable for preparing financial statementsother data and for maintaining accountability of assets.
18. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013and Regulation 16B of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies Act 2013 and the relevant rules.
19. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company has adopted a Nomination and Remuneration Policy on Directors' Appointmentand Remuneration including criteria for determining qualifications positive attributesindependence of a director and other matters as provided under Section 178(3) of theCompanies Act 2013. The Policy is enclosed as a part of this report in compliance withSection 134(3) of the Companies Act 2013 as Annexure-4.
20. PERFORMANCE EVALUATION OF THE BOARD
Regulation 4 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 mandates that the Board shall monitor and review the Board Evaluation framework. TheCompanies Act 2013 states that a formal annual evaluation needs to be made by the Boardof its own performance and that of its Committees and individual Directors. Schedule IV ofthe Companies Act 2013 and regulation 17(10) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 states that the performance evaluation of IndependentDirectors shall be done by the entire Board of Directors excluding the director beingevaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board the actual evaluation process shall remainconfidential and shall be a constructive mechanism to improve the effectiveness of theBoard/ Committee.
21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The criteria of Corporate Social Responsibility as prescribed under Section 135 of theCompanies Act 2013 is not applicable on the Company. Thus there is no requirement toconstitute a committee formulate the policy and spent amount on Corporate SocialResponsibility.
22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism/ Whistle Blower Policy and overseasthrough the committee the genuine concerns expressed by the employees and otherDirectors. The Company has also provided adequate safeguards against victimization ofemployees and Directors who express their concerns. The Company has also provided directaccess to the chairman of the Audit Committee on reporting issues concerning the interestsof co-employees and the Company. The Whistle Blower policy as approved by the Board hasbeen uploaded on the website of the Company i.e. www.aceedutrend.in
23. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT 2013 AND RULE 5 OF
THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014.
In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the names and other particulars of employees should be set out in the annexure to theDirectors' Report. As the Company has not paid any remuneration to the Directorstherefore there is no requirement to comply with the provisions of this section.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review. b.SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
25. FIXED DEPOSITS
The Company has not accepted any deposit during the Financial Year 2016-17 and assuch no amount of principal and interest was outstanding as on Balance Sheet date.
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as required under Section 217(1)(e) of the Act read with Companies'(Disclosures of Particulars in the Report of the Board of Directors) Rules 1988 regardingConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review. Further therewas no Foreign Exchange earnings and outgo during the Financial Year 2016-2017.
27. MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on Management Discussion and Analysis relating to business andeconomic environment surrounding your company is enclosed as a part of the Annual Report.
28. SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES
The Company doesn't have any subsidiary joint venture or associate Company.
29. SEXUAL HARASSMENT POLICY
In order to prevent sexual harassment of women at work place Company has formed thepolicy under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act. During the year there were no instances and complaint of harassmentagainst the Company.
30. CORPORATE GOVERNANCE
Your Company is committed to achieve the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set by the Regulators/ applicable laws.Our focus on corporate governance where investor and public confidence in companies is nolonger based strictly on financial performance or products and services but on a company'sstructure its Board of Directors its policies and guidelines its culture and thebehavior of not only its officers and directors but also all of its employees.
Our approach is proactive starting with our Leadership Team. It is also deeplyingrained in our corporate culture guiding how we work and how we do business.
For and on behalf of the Board of Directors
ACE Edutrend Limited
| ||Sd/- ||Sd/- |
| ||Pradeep Dutta ||Ruma Mukherjee |
| ||Director ||Director |
| ||DIN: 00632335 ||DIN: 03437200 |
|Date: 25.08.2017 || || |
|Place: New Delhi || || |