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Ace Integrated Solutions Ltd.

BSE: 538440 Sector: Others
NSE: ACEINTEG ISIN Code: INE543V01017
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Ace Integrated Solutions Ltd. (ACEINTEG) - Director Report

Company director report

To

The Members

ACE INTEGRATED SOLUTIONS LIMITED

The Directors of your Company are pleased to present their 20th AnnualReport on the business and operations of the Company along with the Audited AnnualFinancial Statements and the Auditors' Report thereon for the financial year ended 31stMarch 2017. The financial highlights for the year under review are given below:

1. FINANCIAL HIGHLIGHTS:

(Figure In Rupees)

PARTICULARS FIGURES FOR 31.03.2017 FIGURES FOR 31.03.2016
Revenue from operations 210612475 209710034
Other Income 2291387 938954
Expenses 191074602 188697144
Profit Before Tax 21829260 21951844
Provision for Current Tax 8528000 7045000
Deferred Tax Liability 603779 216577
Profit After Tax 12697481 14690267
Surplus brought forward from last year 28120213 40436204
Bonus Issue 25000000 24900000
Proposed Dividend 0 1750000
Tax on Dividend 0 356258
Balance Carried Forward 15817693 28120213

DIVIDEND

Your Directors deem it proper to preserve the resources of the Company for its futureactivities and therefore do not propose any dividend on the Equity Shares for theFinancial Year ended March 31 2017.

AUTHORIZED SHARE CAPITAL

At the beginning of the year i.e. 1st April 2016 the authorized sharecapital of the Company was Rs. 300 Lakh and during the year the authorized share capitalof the Company increased by Rs. 700 Lakh. As on 31st March 2017 theauthorized share capital of the Company is Rs. 1000 Lakh.

SHARE CAPITAL

At the beginning of the year i.e. 01.04.2016 paid-up capital was Rs. 250 Lakh and thePaid-up capital increased by Rs. 250 Lakh during the year. As on March 31 2017 thepaid-up Equity Share Capital was Rs. 500 Lakhs.

CHANGE IN NATURE OF BUSINESS IF ANY

There is no change in the nature of business of the Company during the year.

DEPOSITORY SYSTEM

The Company's total paid-up capital representing 50000000 are in dematerialized formas on March 312017. LISTING

The Shares of your Company are listed on Emerge Platform of National Stock Exchange ofIndia Limited (NSE Emerge) w.e.f. 13th July 2017.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

No unclaimed amount is pending to transfer in investor education fund.

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENTS

The Company has no subsidiary therefore no information required to be furnished.

DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12 of theCompanies (Management and Administration) Rules 2014 an extract of annual return in FormMGT 9 as a part of this Annual Report as Annexure-I.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy technology absorption foreignexchange earnings and outgo in accordance with the requirement of the Section 134(3)(m)of the Companies Act 2013 read with Rule 8 of the Companies (Account) Rules 2014 formspart of this Board's Report and is annexed as Annexure-II.

RELATED PARTY TRANSACTION

Related Party Transactions as on 31-03-2017 is as per Form AOC-2 is enclosed asAnnexure-III. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act 2013 Corporate SocialResponsibility Policy is not applicable to your Company. Accordingly the CSR Committeewas not constituted.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED / RETIRED DURINGTHE YEAR.

The Board has appointed Mr. Chandra Shekhar Verma (DIN: 01089951) as Managing Directorof the Company with effect from 7th July 2016 and the shareholders' approvalhas also been obtained in the Annual General Meeting held on 30th July 2016for his appointment.

The Board has appointed Mr. Ranjeet Singh as a Company Secretary of the Company witheffective from 14th July 2016.

The Board has appointed Mr. Rohit Goel as a Chief Financial Officer of the Company witheffective from 14th July 2016.

Mr. Akhilesh Kumar Maheshwari (DIN: 00062645) appointed as an Independent Director ofthe Company with effective from 30th July 2016 with the approval ofshareholders in Annual General Meeting to hold the office for five consecutive years for aterm upto 29th July 2021.

The Board appointed Mr. Ashok Kumar Agrawal (DIN: 01085921) as an Additional Directorin category of NonExecutive Independent Director with effect from 26th August2016 subject to the approval of the shareholders will hold office till the ensuing AGMand is eligible for appointment. His appointment as an Independent Director wasregularized in the Extra-ordinary general meeting held on 20th January 2017and he is appointed to hold the office for five consecutive years for a term upto 25thAugust 2021.

Ms. Shivangi Chandra (DIN: 07559119) appointed as a Non-Executive Director of theCompany with effect from 20th January 2017 with the approval of shareholdersin General Meeting her term is liable to retire by rotation.

The Board has appointed Mr. Vikram Gandhi (DIN: 06550307) as an Additional Director inthe category of NonExecutive Independent Director with effect from 24th March2017 subject to the approval of the shareholders will hold office till the ensuingAnnual General Meeting and is eligible for appointment and he is appointed to hold theoffice for one year for a term upto 23rd March 2018.

In accordance with the provisions of Companies Act 2013 and Article of Association ofthe Company Mrs. Amita Verma (DIN: 01089994) will retire by rotation at the ensuingAnnual General Meeting and being eligible offer herself for re-appointment. The Boardrecommends her re-appointment as a Director of the Company.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand relevant regulation of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges. Mr. Akhilesh Kumar Maheshwari and Mr. AshokKumar Agrawal shall hold office for a term up to five consecutive years on the Board ofthe Company but shall be eligible for reappointment for next five years on passing of aspecial resolution by the Company and disclosure of such appointment in the Board'sReport. Mr. Vikram Gandhi shall hold office for a term up to One year on the Board of theCompany but shall be eligible for reappointment for next five years on passing of aspecial resolution by the Company and disclosure of such appointment in the Board'sReport.

The details of program for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company at www.aceintegrated.com . All the Independent Directors of theCompany are made aware of their role responsibilities & liabilities at the time oftheir appointment /re-appointment through a formal letter of appointment which alsostipulates various terms and conditions of their engagement.

MEETINGS

The Board meets at regular intervals to discuss and decide on Company / Business policyand strategy apart from other Board business. The Board / Committee Meetings areprescheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolutions through circulationas permitted by law which are confirmed in the subsequent Board meeting.

The Board of Directors duly met 11 (Eleven) times during the financial year from 1stApril 2016 to 31st March 2017. The dates on which the meetings were held areas follows:

TYPES OF MEETING DATE OF MEETING
1. Board Meeting 09.05.2016
2. Board Meeting 07.07.2016
3. Board Meeting 14.07.2016
4. Board Meeting 20.07.2016
5. Board Meeting 26.08.2016
6. Board Meeting 08.10.2016
7. Board Meeting 26.12.2016
8. Board Meeting 30.01.2017
9. Board Meeting 23.02.2017
10. Board Meeting 07.03.2017
11. Board Meeting 24.03.2017

POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under section 178(3) of the Companies Act 2013. Further informationabout elements of remuneration package of individual Directors is provided in the extractof Annual Return as provided under Section 92(3) of the Act is enclosed at Annexure- I inthe prescribed Form MGT-9 and forms part of this Report.

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

a. Attendance of Board Meetings and Board Committee Meetings.

b. Quality of contribution to Board deliberations.

c. Strategic perspectives or inputs regarding future growth of Company and itsperformance.

d. Providing perspectives and feedback going beyond information provided by themanagement.

e. Commitment to shareholder and other stakeholder interests. The evaluation involvesSelf-Evaluation by the Board Member and subsequently assessment by the Board of Directors.A member of the Board will not participate in the discussion of his / her evaluation.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism provision does not applicable on Company for the financial year2016-17. Therefore the Company has not constituted the Vigil Mechanism for the financialyear 2016-17.

STATUTORY AUDITORS

M/s P. RASTOGI & CO. Chartered Accountant FRN No. 028122N (Membership No- 091037)Statutory Auditors of the Company was appointed for Five financial years i.e. 2015-2020however he resigns from the post of Statutory Auditors of the Company w.e.f. 28thAugust 2017 due to not holding the peer review certificate issued by The Institute ofChartered Accountant of India.

M/s Sadana & Co. Chartered Accountants (FRN: 011616N) is proposed to be appointedas a statutory auditor of the Company in place of M/s P. Rastogi & Co. at the 20thAnnual General Meeting to be held on September 26 2017 for a period of Five consecutiveyears subject to ratification by members at every subsequent Annual General Meeting.

The Company has received a Consent to act as a statutory auditor of the company andcertificate from M/s Sadana & Co. Chartered Accountants their appointment if madewould be within the limits prescribed under Section 141 of the Companies Act 2013 andthey are not disqualified to be appointed as Statutory Auditors.

AUDITOR'S REPORT

The Auditors Report is annexed with the Audited Accounts of the Company. Theobservation made by Auditors in their Report your Directors wish to state that the reportis self - explanatory and do not require any further clarification from the Board.

SECREATRIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 Secretarial Auditprovision is not applicable on your Company. Accordingly your Company is not required toconduct the secretarial audit for the financial year 2016-17.

INTERNAL AUDITORS

The provision of Section 138 of the Companies Act 2013 was not applicable on yourCompany for the financial year 2016-17. Accordingly your Company was not required toconduct the internal audit for the financial year 2016-17.

COST AUDITORS

Provision of Cost Audit is not applicable on your Company. Accordingly your Company isnot required to conduct the cost audit for the financial year 2016-17.

PARTICULARS OF EMPLOYEES

The provision of section 197(12) of the Companies Act 2013 does not apply during thefinancial year 2016-17. INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013the Directors confirm that:-

i. in the preparation of the annual accounts for the financial year 2016-17 theapplicable accounting standards have been followed and there are no material departures;

ii. 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 of the Company for the financial year;

iii. the Directors had taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Act. They confirm that there are adequate systems and controls forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. the Directors had prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating properly; and

vi. the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

We thank the Government of India and Governments of various states where the companyhas its operations. We also take this opportunity to thank our bankers for theircontinuous support to the company.

We also thank our esteemed customers & clients vendors and investors for theircontinued support during the year. We also take this opportunity to place on recordappreciation of the contribution made by our employees at all levels. Our growthdemonstrates their commitment handwork support and cooperation.

For and on behalf of the Board of Directors

M/s ACE INTEGRATED SOLUTIONS LIMITED

Sd/- Sd/-
Date: 28.08.2017 Chandra Shekhar Verma Amita Verma
Place: Delhi (Managing Director) (Director)
DIN: 01089951 DIN: 01089994