Your Directors present you the 28th Annual Report of your Company and the AuditedFinancial Statements for the financial year ended 31st March 2022.
1. FINANCIAL SUMMARY
Financial Summary and performance Highlights of your Company for the financial yearended 31st March 2022 are as follows:
|Particulars ||2021-22 ||2020-21 |
|Total Revenue ||0 ||1804151 |
|Total Expense ||4110130 ||4811295 |
|Profit/Loss Before Tax ||(4110130) ||(3007144) |
|Less: Taxation || || |
|Current Tax ||0 ||0 |
|Deferred Tax ||(275330) ||(211976) |
|Profit/Loss After Tax ||(4385460) ||(3219120) |
2. RESULTS OF OPERATIONS
The Company has not generated any revenue for the financial year 2021-22 as against Rs.1804151 in the previous year. The Net Loss before tax stood at Rs. 4110130 as againstNet Loss before tax Rs. 3007144 in the previous year. The Loss after Tax is Rs.4385460 as against Loss after Tax Rs.3219120 in the previous year.
The Company has suffered loss in the year 2021-22 hence it is not in the position torecommend any dividend for the period ended March 31 2022.
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 RESIGNED DURINGTHE FINANCIAL YEAR ENDED MARCH 31 2022.
Based on the recommendation of the Nomination and Remuneration Committee of the BoardMs. Mansi Vohra (M. No. A67977) a qualified Company Secretary was appointed by the Boardof Directors at its meeting held on 11th February 2022 as the Company Secretary &Compliance Officer of the Company and she resigned from the post of Company Secretary& Compliance Officer w.e.f. 24.06.2022.
Also the Board has appointed three Directors Mr. Prasanna Mohapatra Mr. Raja GopalPanigrahi and Mrs. Sushma Jain as Non-Executive and Independent Directors at their meetingheld on 15th April 2022 after the financial year ended.
Mr. Raja Gopal Panigrahi resigned from the directorship w.e.f. 08.08.2022.
7. ANNUAL RETURN
The Annual Return pursuant to the provisions of Section 92(3) of The Companies Act2013 read with Rule 12 of the Companies (Management and administration) Rules 2014 shallbe published on the website of the company at www.aceedutrend.co.in
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 IN SECTION188(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-1.
10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
There were four meetings of the Board held during the year:
|BM No. ||Day ||Date |
|01/2021-22 ||Wednesday ||30th June 2021 |
|02/2021-22 ||Tuesday ||10th August 2021 |
|03/2021-22 ||Saturday ||30th October 2021 |
|04/2021-22 ||Friday ||11th February 2022 |
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 March 2022the applicable accounting standards read with requirements set out under Schedule III tothe Act have been followed along with proper explanation relating to material 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 2022 and of the profit andloss 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
M/s Dhamija Sukhija & Co Chartered Accountants (Firm Registration No. 000369N)were appointment as the statutory auditors of the Company based on their consent andcertificate furnished by them in terms of Section 141 of the Companies Act 2013 upto theconclusion of Annual General Meeting to be held in the year 2023.
The requirement for the annual ratification of the auditor's appointment at the AGM hasbeen omitted pursuant to Companies (amendment) Act 2017 notified on May 7 2018.
13. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act 2013 the Company appointed Mr. VijayJain a Practicing Company Secretary as its Secretarial Auditor to conduct the SecretarialAudit of the Company for FY 2021-22. The Report of Secretarial Auditor (Form MR-3) for theFY 2021-22 is annexed to the report as Annexure-2.
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-3.
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 Independent Directors shallbe done by the entire Board of Directors excluding the director being evaluated.
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.co.in
23. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT 2013 AND RULE 5 OF THECOMPANIES (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 2021-22 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 134(1)(m) of the Act read with Companies'(Disclosures of Particulars in the Report of the Board of Directors) Rules 2014 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 2021-22.
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
The Company is not be mandatorily required to submit Corporate Governance Report as theequity share capital and net worth of the Company is less than required limits as on thelast date of the previous financial year. But the company has provided CorporateGovernance Report for information purpose.
31. LISTING OF SHARES
Your Company's shares are listed on the Bombay Stock Exchange of India Limited. Theshares are suspended for trading due to non-payment of Annual Listing fee. However thecompany has cleared the dues of the exchange upto financial year 2019-20 and coordinatingwith the exchange to find out the outstanding amount and clear the dues thereafter.
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.
33. DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations the Corporate Governance Report with the Auditors'Certificate thereon and the integrated Management Discussion and Analysis are attachedwhich forms part of this report. The Company has devised proper systems to ensurecompliance with the provisions of all applicable Secretarial Standards issued by theInstitute of Company Secretaries of India and that such systems are adequate and operatingeffectively
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.
| ||By order of the Board of Directors |
| ||For ACE EDUTREND LIMITED |
| ||Sd/- |
| ||Monendra Srivastava |
|Date: 10.08.2022 ||Managing Director |
|Place: New Delhi ||DIN: 07489845 |