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Ace Integrated Solutions Ltd.

BSE: 538440 Sector: Others
NSE: ACEINTEG ISIN Code: INE543V01017
BSE 05:30 | 01 Jan Ace Integrated Solutions Ltd
NSE 00:00 | 27 May 31.60 1.30
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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 24th 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 March31 2021. The financial highlights for the year under review are given below:

1. FINANCIAL HIGHLIGHTS:

(Figure in Rs)

PARTICULARS FIGURES FOR 31.03.2021 FIGURES FOR 31.03.2020
Revenue from operations 76576230 135152605
Other Income 1711284 4421171
Total Revenue 78287514 139573776
Expenses (76829055) (126108511)
Profit Before Tax 1458459 13465265
Provision for Current Tax (442000) (3690000)
Deferred Tax Liability 371084 683844
Income Tax Adjustments - (495217)
Profit After Tax 1387543 9963892
Surplus brought forward from last year 45662853 35698961
Share Premium 54000000 54000000
Balance Carried Forward 101050395 99662853

DIVIDEND

Your directors do not propose any dividend on the Equity Shares for the Financial Yearended March 31 2021. AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 10 (Ten) Crore and there is nochange in the Authorized Share Capital of the Company during the financial year 2020-21.

NOTE:

Particulars FY 2020-2021 FY 2021-2022
Authorized Share Capital 100000000 110000000
Equity Shares 10000000 equity shares of Rs 10 each 11000000 equity shares of Rs 10 each

SHARE CAPITAL

The Paid-up Share Capital of the Company is Rs. 6.80 Crore and there is no changeduring the financial year 2020-21.

NOTE:

Particulars FY 2020-2021 FY 2021-2022
Paid-up Capital 68000000 102000000

The Paid-up Share Capital of the Company has increased to Rs. 102000000 (Rupees TenCrore and Twenty Lakh) from Rs. 68000000 (Rupees Six Crore and Eighty Lakh) aggregatingto further issue of 3400000 (Thirty-Four Lakhs) shares of Rs. 10 each amounting to Rs.34000000 /- (Rupees Three Crore Forty Lakhs only) for the purpose of issue of fullypaid-up bonus shares.

CHANGE IN NATURE OF BUSINESS IF ANY

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

DEPOSITORY SYSTEM

All 6800000 equity shares of the Company are in dematerialized form as on March 312021. No share of the Company is held in physical mode.

LISTING

Your Company is listed on Emerge Platform of National Stock Exchange of India Limited(NSE Emerge) since July 13 2017.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENTS

During the year under review your Company does not have any subsidiaries or jointventures or associate companies as defined under Companies Act 2013 therefore no suchinformation is required to be furnished.

DEPOSITS

The Company has not accepted any deposits from public during the year 2020-21.

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.

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RESPECT TO THE FINANCIAL STATEMENT

The Company has implemented and evaluated the Internal Financial Controls which providea reasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes and policies safeguarding of assets prevention anddetection of frauds accuracy and completeness of accounting records. The Internal AuditReports were reviewed periodically by Audit Committee as well as by the Board. Furtherthe Board and audit committee review the effectiveness of the Company's internal controlsystem.

The Board of Directors confirm that the Internal Financial Controls are adequate withrespect to the operations of the Company. A report of Auditors pursuant to section 143(3)of the Companies Act 2013 certifying the adequacy of Internal Financial Controls isannexed with the Auditors report.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURREDBETWEEN APRIL 01 2020 AND MARCH 31 2021

MATERIAL IMPACT OF COVID-19 PANDEMIC

1 Impact of the COVID-19 pandemic on the business The COVID-19 pandemic is spreading throughout the world including India which led to nationwide lockdown from March 24 2020. The company is in the business of manpower recruitment of various Govt/ Semi Govt organization but the date of examination for manpower recruitment fall during this lockdown has been postponed for later dates. The Company had temporary shutdown its office from March 24 2020 during the period of lockdown and restrictions by the government of India and provided
‘Work from Home' to its employees in compliance with government directions in the wake of COVID-19 outbreak but now Company has completely restarted its operations. In view of the Covid-19 outbreak the Company is facing many difficulties to file tenders with the departments and not able to conduct exams due to non-availability of examination centers in fear of Covid-19 and government department are also reluctant to conduct exams and many other restrictions imposed by the government of India state government and other regulatory authorities.
2 Ability to maintain operations including the factories/units/office spaces functioning and closed down The Company is taking safety precautions for its employees like maintenance of social distancing use of hand sanitizer use of face masks cleaning of office premises regularly because the office is opened completely.
3 Schedule if any for restarting the operations The Company has restarted its operations.
4 Steps taken to ensure smooth functioning of operations The Company is strictly following all the guidelines issued by the regulatory authorities and is in compliance with the norms to operate its operations. Further the company adhere proper preventive measures like social distancing thermal screening providing face masks sanitizers and gloves to all the employees frequently cleaning and sanitization of office/work place to avoid the containment of Corona Virus. The Company have made the arrangement for thermal screening sanitizer face mask and gloves at the entry gate of the office. Further the Company is taking various such other precautions to ensure the safety and well-being of all employees.
5 Estimation of the future impact of COVID 19 on its operations Impact assessment of COVID-19 is a continuing process considering the uncertainty involved thereon since the nature of business of the Company is totally in public domain hence operations are suffering due to this Covid- 19 pandemic.
6 Details of impact of COVID-19 on listed entity's
6(a) capital and financial resources We have adequate capital for business but due to Covid-19 pandemic working capital cycle is getting stretched day by day.
6(b) Profitability In view of lock down the profitability during 1st half year (April 2020 to September 2020) is adversely impacted and the Company has loss in its financial results for the half year September 30 2020.
6(c) liquidity position Our mostly client are government sector organization and they have been shut down during lockdown due to which payment could not have been release from them resulting our liquidity position is adversely affected.
6(d) ability to service debt and other financing arrangements COVID-19 has certainly brought many challenges and uncertainties to the business. However Company is making all the possible efforts to pay loans or other debts to the concern parties and the Company has not availed any moratorium from Bank.
6(e) Assets None of our assets got impaired due to COVID-19 till date.
6(f) internal financial reporting and control Internal financial reporting and control are fully functioning.
6(g) supply chain Due to Covid-19 pandemic we are facing many problems while supplying our services like non-availability of examination centres restrictions by the some of the state government transport problem etc. but after taking all the precautions we are supplying our services to the clients in restricted manners.
6(h) demand for its products/services. Due to Covid-19 pandemic the education sector and examination process is highly impacted therefore the demand for our services was adversely affected but we expect that the demand for our services would revive once the situation comes to its normalcy.
7 Existing contracts/agreements where nonfulfillment of the obligations by any party will have significant impact on the listed entity's business In the period of lockdown the Company could not execute its tender and conduct exams falling on the dates during lockdown and the dates of exam was shifted on later date.
8 Other relevant material updates about the listed entity's business The Company has executed a government project before lockdown and nearly Rs. 4 (Four) Crore bills are pending with them the Company has performed 99% operation but billing is pending due to govt. decision pending regarding publication of result.

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 is annexed as Annexure-I.

REPORTING OF FRAUDS BY AUDITOR

During the period under review the Statutory Auditor has not reported any instances offraud committed in the Company by its officers or employees to the Board under Section143(12) of the Companies Act 2013 details of which needs to be mentioned in this report.

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

All contracts/arrangements/transactions entered by the Company with related parties areat arm's length basis. The details of the related party transactions are set out in Notesto the Financial Statements of the Company and form AOC - 2 pursuant to section 134 of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is set out inAnnexure-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: -

In accordance with the provisions of section 152 of the Companies Act 2013 Mrs. AmitaVerma Whole Time Director (DIN: 01089994) retired by rotation at the Annual GeneralMeeting held in the year 2020 and being eligible offer herself for re-appointment and shewas re-appointed by the shareholders in the Annual General Meeting.

After the date of closure of financial year on March 31 2020 Mr. Rajat Tooley due topersonal reason has resigned from the position of Senior Vice President w.e.f. April 012020.

After the date of closure of financial year on March 31 2020 the Board has appointedMr. Rajeev Ranjan Sarkari (DIN: 08804128) as an Additional Director in the category ofNon-Executive Independent Director for the period of 5 (five) year w.e.f. 12.11.2020subject to the approval of the shareholders in the ensuing Annual General Meeting.

After the date of closure of financial year on March 31 2020 Mr. Akhilesh KumarMaheshwari (DIN: 00062645) due to his pre-occupation has resigned from the position ofIndependent Director w.e.f. August 04 2020.

After the date of closure of financial year on March 31 2020 Ms. Shivangi Chandra(DIN: 07559119) due to her pre-occupation elsewhere has resigned from the position ofDirector w.e.f. August 13 2020.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the CompaniesAct 2013 and rules made thereunder and relevant regulation of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

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 5 (Five) times during the financial year from01.04.2020 to 31.03.2021. The dates on which the meetings were held are as follows:

S. No. Types of Meeting Date of Meeting
1. Board Meeting 31.07.2020
2. Board Meeting 01.09.2020
3. Board Meeting 12.11.2020
4. Board Meeting 02.12.2020
5. Board Meeting 10.02.2021

The Committees Meeting held during the financial year from 01.04.2020 to 31.03.2021.The dates on which the meetings were held are as follows:

AUDIT COMMITTEE MEETINGS

The members of Audit Committee duly met 5 (five) times during the financial year from01.04.2020 to 31.03.2021. The dates on which the meetings were held are as follows: -

S. No. Types of Meeting Date of Meeting
1. Audit Committee Meeting 31.07.2020
2. Audit Committee Meeting 01.09.2020
3. Audit Committee Meeting 12.11.2020
4. Audit Committee Meeting 02.12.2020
5. Audit Committee Meeting 10.02.2021

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS

The members of Stakeholders Relationship Committee duly met 5 (five) times during thefinancial year from 01.04.2020 to 31.03.2021. The dates on which the meetings were heldare as follows: -

S. No. Types of Meeting Date of Meeting
1. Stakeholders Relationship Committee Meeting 31.07.2020
2. Stakeholders Relationship Committee Meeting 01.09.2020
3. Stakeholders Relationship Committee Meeting 12.11.2020
4. Stakeholders Relationship Committee Meeting 02.12.2020
5. Stakeholders Relationship Committee Meeting 10.02.2021

No complaints were received from the shareholders during the year 2020-21.

NOMINATION AND REMUNERATION COMMITTEE MEETINGS

The members of Nomination and Remuneration Committee duly met 5 (Five) times during thefinancial year from 01.04.2020 to 31.03.2021. The dates on which the meetings were heldare as follows: -

S. No. TYPES OF MEETING DATE OF MEETING
1. Nomination and Remuneration Committee Meeting 31.07.2020
2. Nomination and Remuneration Committee Meeting 01.09.2020
3. Nomination and Remuneration Committee Meeting 12.11.2020
4. Nomination and Remuneration Committee Meeting 02.12.2020
5. Nomination and Remuneration Committee Meeting 10.02.2021

CONSTITUTION OF COMMITTEES

The constitution of Audit Committee has been changed in the meeting held on November12 2020 and the new constitution of the committee is as follows: -

Name of Directors Designation in Committee Nature of Directorship
Mr. Deep Shankar Srivastava Chairman Non-executive Independent Director
Mr. Vikram Gandhi Member Non-executive Independent Director
Mr. Rajeev Ranjan Sarkari Member Non-executive Independent Director
Mr. Chandra Shekhar Verma Member Managing Director

The constitution of Stakeholders Relationship Committee has been changed in the meetingheld on November 12 2020 and the new constitution of the committee is as follows: -

Name of Directors Designation in Committee Nature of Directorship
Mr. Deep Shankar Srivastava Chairman Non-executive Independent Director
Mr. Rajeev Ranjan Sarkari Member Non-executive Independent Director
Mr. Chandra Shekhar Verma Member Managing Director

The constitution of Nomination and Remuneration Committee has been changed in themeeting held on November 12 2020 and the new constitution of the committee is as follows:-

Name of Directors Designation in Committee Nature of Directorship
Mr. Vikram Gandhi Chairman Non-Executive Independent Director
Mr. Deep Shankar Srivastava Member Non-Executive Independent Director
Mr. Rajeev Ranjan Sarkari Member Non-Executive Independent Director

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Separate Meeting of Independent Directors was held on March 18 2021.

PARTICULARS OF EMPLOYEES

The information in accordance with the provisions of Section 197 of the Companies Act2013 read with rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed Annexure-IV.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to section 177 of the Companies act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Vigil Mechanism andWhistle-Blower Policy is already adopted by Board of Directors of the Company.

SEXUAL HARASSMENT POLICY

The Company has already adopted the Sexual Harassment Policy and all employees(permanent contractual temporary trainees) are covered under this policy. There were noincidences of sexual harassment reported during the year 2020-21 under review in terms ofthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

CODE OF CONDUCT

During the year no Board members and senior management personnel has violated theprovision of Code of Conduct.

PREVENTION OF INSIDER TRADING

The Company has adopted a code of conduct for prevention of Insider Trading. The Codeof Conduct is applicable to all the directors and such identified employees of the Companyas well as who are expected to have access to unpublished price sensitive informationrelated to the company. The Code lays down guidelines which advises them on procedures tobe followed and disclosures to be made while dealing with shares of Ace IntegratedSolutions limited and cautions them on consequences of violations.

FAMILARIZATION OF INDEPENDENT DIRECTORS

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.

POLICY FOR PRESERVATION OF DOCUMENTS

The Company has Policy for preservation of documents and available on the website ofthe Company at www.aceintegrated.com

TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTOR

The Board of Directors has approved the terms and conditions for appointment ofIndependent Directors in the Company. The Terms and Conditions are available on thewebsite of the Company at www.aceintegrated.com.

STATUTORY AUDITORS

M/s Sadana & CO. Chartered Accountants FRN No. 011616N is the StatutoryAuditors of the Company appointed in the 20th Annual General Meeting for theperiod of five consecutive years i.e. 2017-18 to 2021-22.

AUDITOR'S REPORT

The Auditors Report on the Audited Financial Statement of the Company for the yearended March 31 2021 do not contain any qualification reservation or adverse remarktherefore not required any explanation or comment.

SECRETARIAL AUDITORS

According to the provisions of section 204 of the Companies Act 2013 M/s. AtiuttamSingh & Associates Company Secretaries (Membership No. 8719 and C.P. No. 13333)having Office Address: D-10 First Floor Gali No. 20 Madhu Vihar New Delhi - 110092 hasbeen appointed as Secretarial Auditor of the Company to conduct the Secretarial Audit forthe financial year 2020-21. The Secretarial Audit Report forms part of Annual Reportannexed as Annexure-V.

The Secretarial Audit Report for the Financial Year ended on March 31 2021 issued bySecretarial Auditor have observation in its report:

1. Pursuant to provision of Regulation 46 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company isrequired to maintain a functional website and dissemination of specified information onit.

2. Delayed intimation of closure of trading window to NSE dated 5 th October2020 for the purpose of consideration of unaudited financial results of the Company forthe half year ended on 30th September 2020 as required under SEBI (Prohibitionof Insider Trading) Regulations 2015.

3. Delayed intimation to NSE dated 5th July 2020 for resignation of seniorvice president of the company w.e.f. 1st April 2020 as required underRegulation 30 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

4. Delayed intimation to NSE dated 20th November 2020 for statement showingholding of securities and shareholding pattern for quarter ended as on 31stMarch 2020 as required under Regulation 31(1)(b) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.

Explanation and Comment of the Board:

1. Due to ongoing pandemic the company was unable to maintain and update the contentin its official website. However the company will ensure to maintain and update the sameas soon as possible.

2. In spite of this pandemic our company has timely intimated the NSE regarding theclosure of trading window.

3. Due to pandemic our office was closed the company has received his intimation ofresignation in the month of July from Senior Vice President and after receiving hisresignation the company has filed the same within 24 hours as per Regulation 30 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

4. As per the relaxation given by NSE our company has timely intimated on 11thMay 2020 regarding submission of shareholding pattern for quarter ended as on 31stMarch 2020.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report form part of Board Report and is annexed as Annexure-VI.INTERNAL AUDITORS

Pursuant to the provision of Section 138 of the Companies Act 2013 the Board hasappointed M/s. P. Rastogi & Co. Chartered Accountants (FRN: 028122N) as an InternalAuditor of the Company for the period of 5 (five) years to conduct Internal Audit for thefinancial years 2019-20 to 2023 -24 and they perform their duties of internal auditors ofthe Company and their report are reviewed by the audit committee from time to time.

COST AUDITORS

The provisions of Cost Audit are not applicable on your Company. Accordingly yourCompany is not required to conduct the cost audit for the financial year 2020-21.

INDUSTRIAL RELATIONS

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

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.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i. in the preparation of the annual accounts for the financial year 2020-21 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/-
Chandra Shekhar Verma Amita Verma
Date: 30.08.2021 (Managing Director) (Director)
Place: Delhi DIN: 01089951 DIN:01089994

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