Your Directors present you the 25th Annual Report of your Company and theAudited Financial Statements for the financial year ended 31st March 2019.
1. FINANCIAL SUMMARY
Financial Summary and performance Highlights of your Company for the financial yearended March 31 2019 are as follows:
|Particulars ||2018-19 ||2017-18 |
|Total Revenue ||6.19 ||27.54 |
|Total Expense ||13.37 ||30.50 |
|Profit/Loss Before Tax ||(7.17) ||(2.96) |
|Less: Taxation || || |
|Current Tax ||- ||(0.10) |
|Deferred Tax ||(2.06) ||(5.98) |
|Profit/Loss After Tax ||(5.11) ||(9.04) |
2. RESULTS OF OPERATIONS
The total revenue of your Company for the financial year 2018-19 is Rs. 6192807 /- asagainst Rs. 27541780/- in the previous year. The Net Loss before tax stood at Rs.7172992.20/- as against Net Loss before tax Rs. 2965068.25 /-in the previous year. TheLoss after Tax is Rs. 5110774.20/-as against Loss after Tax Rs. 9043144.25/- in theprevious year.
The Company has suffered loss in the year 2018-19 hence it is not in the position torecommend any dividend for the period ended March 31 2019.
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 2019.
Ms. Sakshi Sareen appointed as Company Secretary W.e.f. 19th June 2018 andresigned from her services on 12th February 2019.
Ms. Ruma Mukherjee (DIN: 03437200) resigned from directorship w.e.f. 23.08.2018.
Mr. Girraj Kishore Varshney (DIN 07151639) cessation from Directorship due to hissudden demise on 21.09.2018. Mrs. Himani Sharma appointed as additional Director in theBoard Meeting W.e.f. 13.11.2018 upto the ensuing Annual General Meeting of the Company.Mr. Monendra Srivastava appointed as Managing Director w.e.f. 13.11.2018.
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 REVIEW
There were five meetings of the Board held during the year:
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 31stMarch 2019 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed along with proper explanation relating tomaterial departures;
they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company as at 31st March 2019 and of theprofit and loss of the company for that period;
they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
they have prepared the annual accounts on a going concern basis;
they have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively; and
They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
12. STATUTORY AUDITOR
In terms of the provisions of Section 139 of the Act M/s Dhamija Sukhija & Co CharteredAccountants (Firm Registration No. 000369N) had been appointed by the shareholders attheir 24th Annual General Meeting held on September 28th 2018 forthe period of one year. Now the tenure had expired hence the Board recommended there-appointment of M/s. Dhamija Sukhija & Co Chartered Accountants in their meetingheld on August 13TH 2019 from the conclusion of ensuing Annual General Meetingtill conclusion of 29th Annual General Meeting to be held in year 2023. TheCompany has received written consent(s) and certificate(s) of eligibility in accordancewith Sections 139 141 and other applicable provisions of the Companies Act 2013 andRules issued thereunder from M/s Dhamija Sukhija & Co. Chartered Accountants.
The Auditors' Report for the financial year ended 31st March 2019 on thefinancial statements of the Company forms a part of this Annual Report. There are noqualifications reservations adverse remarks disclaimer or emphasis of matter in theAuditors' Reports.
13. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act 2013 the Company appointed Mrs. ShaluSinghal a Practicing Company Secretary as its Secretarial Auditor to conduct theSecretarial Audit of the Company for FY 2018-2019. The Report of Secretarial Auditor (FormMR-3) for the FY 2018-2019 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 THEFINANCIAL 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 ANDDISCHARGE 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 OFTHE 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 2018-19 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 2018-2019.
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.
We continually discuss by laws and governance practices changing our policies whennecessary and pointing out areas where we need to improve our performance. We also compareour practices to the criteria used by outside organizations to evaluate corporateperformance.
Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 exempts our Company to have separate section onCorporate Governance in the Annual Report. Henceforth the same has not been provided inthis Annual Report.
31. LISTING OF SHARES
Your Company's shares are listed and are being traded on the Bombay Stock Exchange ofIndia Limited.
32. NO DEFAULT
The Company has not defaulted in payment of interest and repayment of loan to any ofthe financial institutions and /or banks during the period under review.
Certain statements in the 'Management Discussion and Analysis' section may beforward-looking and are stated as required by applicable laws and regulations. Manyfactors may affect the actual results which would be different from what the Directorsenvisage in terms of the future performance and outlook. Investors are cautioned that thisdiscussion contains forward looking statement that involve risks and uncertaintiesincluding but not limited to risks inherent in the Company's growth strategy dependenceon certain businesses dependence on availability of qualified and trained manpower andother factors discussed. The discussion and analysis should be read in conjunction withthe Company's financial statements and notes on accounts.
Your Directors wish to place on record their appreciation for the contribution made byemployees at all levels to the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation to the bankers financialinstitutions shareholders dealers and customers for their continued support assistancewithout this appreciable support it not possible for the company to stands in competitivemarket therefore company seeks this support in future too.
| ||For and on behalf of the Board of Directors |
| || ||ACE Edutrend Limited |
| ||Sd/- ||Sd/- |
| ||Monendra Srivastava ||Himani Sharma |
| ||Managing Director ||Director |
| ||DIN: 07489845 ||DIN: 08299061 |
|Date: 13.08.2019 || || |
|Place: New Delhi || || |