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ACI Infocom Ltd.

BSE: 517356 Sector: IT
NSE: N.A. ISIN Code: INE167B01025
BSE 00:00 | 20 May 2.02 -0.02
(-0.98%)
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NSE 05:30 | 01 Jan ACI Infocom Ltd
OPEN 1.95
PREVIOUS CLOSE 2.04
VOLUME 383157
52-Week high 2.62
52-Week low 0.37
P/E 101.00
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.95
CLOSE 2.04
VOLUME 383157
52-Week high 2.62
52-Week low 0.37
P/E 101.00
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

ACI Infocom Ltd. (ACIINFOCOM) - Director Report

Company director report

[(Disclosure under Section 134(3) of the Companies Act 2013) {Read With Companies(Accounts) Rules 2014}]

Dear Shareholders

Your Directors are presenting the 39th Annual Report of your Company and theAudited Financial Statements for the year ended 31st March 2021.

1. Financial Summary or Highlights/ Performance of the Company:

(inLacs)

Particulars 2020-21 2019-20
Revenue from Operations 5.00 103.58
Other Income 49.83 50.05
Profit before depreciations & tax 24.56 (3.42)
Less: depreciation 0 0
Profit before tax 24.56 (3.42)
Provision for taxation (incl. deferred tax) 6.10 (0.87)
Profit/ (Loss) for the year carried to Balance Sheet 18.46 (2.55)

2. Brief description of the Company's working during the year/ state of Company'saffair:

During the year under review the Company revenue from operations stood at Rs.5.00 Lakhsas against Rs. 103.58 Lakhs in the previous year. The Company has earned a Net Profit ofRs18.46 Lakhs as compared to the Loss of 2.55 Lakhs during the previous accounting year.Your Directors are hopeful of much better results in future.

3. COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in India has resulted inslow down of economic activities. The Company has evaluated the impact of this pandemic onits business operations during the year ended March 31 2021. COVID-19 is significantlyimpacting business operation of the companies by way of interruption in production supplychain disruption unavailability of personnel closure / lockdown of production facilitiesetc. The pandemic has materially impacted revenues of the Company for the year ended March31 2021. The extent to which the pandemic will impact Company's results will depend onfuture developments which are highly uncertain including among things any new informationconcerning the severity of the COVID-19 pandemic and any action to contain its spread ormitigate its impact whether government mandated or elected by the Company. Given theuncertainty over the potential macro-economic condition the impact of global healthpandemic may be different from that estimated as at the approval of these financialstatements and the Company will continue to closely monitor any material changes to futureeconomic conditions.

4. Dividend

The Board of Directors of your Company has not recommended any dividend for theFinancial Year 2020-21.

5. Reserves

The whole profit after tax has been transferred to P & L surplus. There is noamount that has been proposed to be carried to any other reserves.

6. Change in the nature of business if any:

There was no change in nature of business.

7. Share Capital

There was no change in the Company's share capital during the year under review .TheAuthorised Share Capital of the Company is Rs. 135000000/-. The Issued Subscribed and Paidup Capital of the Company stood at Rs. 110490900/-as on March 31 2021.

8. Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report:

There have no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe Financial Statements relate and the date of the report.

9. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future:

There are no any significant and material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its future operations.

10. Human Resource Development:

The Company recognizes that its people are the key to the success of the organizationand in meeting its business objectives. The Human Resources function endeavors to create acongenial work environment and synchronizes the working of all the departments of theorganization to accomplish their respective objectives which in turn helps the Company tobuild and achieve its goals and strategies. Employee relations during the year remainedcordial. The Company had Four employees on its payroll as on March 31 2021.

11. Details of Subsidiary/ Joint Ventures/ Associate Companies:

The Company did not have any Subsidiary Company/Joint Venture/Associate Company duringthe year under review.

12. Public Deposits:

During the period under review the Company had not accepted any fixed deposits with themeaning of Section 73 to 76 of the Companies Act 2013.

13. Extract of the Annual Return:

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of the AnnualReturn in Form MGT - 9 in terms of provisions of Section 92(3) of the Companies Act 2013read with Rules thereto is available on website of the Company WWW.ACIREALTY.CO.IN

In terms of Rule 12(1) of the Companies (Management and Administration) Rules 2014extract of Annual Return is enclosed as Annexure-1.

14. Conservation of energy technology absorption and foreign exchange earnings andoutgo:

A. CONSERVATION OF ENERGY:

i. The steps taken or impact on conservation of energy:

Though our operations are not energy- intensive efforts have been made to conserveenergy by utilizing energy- efficient equipments.

ii. The steps taken by the Company for utilizing alternate sources of energy:

The Company is using electricity as the main source of energy and is currently notexploring any alternate source of energy. In future your Company will take steps toconserve energy and use alternative source of energy such as solar energy.

iii. The capital investment on energy conservation equipments:

Your Company firmly believes that our planet is in dire need of energy resources andconservation is the best policy. Your Company has not made any investment on energyconservation equipments.

B. TECHNOLOGY ABSORPTION:

i. The efforts made towards technology absorption:

During the year the Company does not have any plant & machinery. Therefore notechnology absorption and research and development activity are carried out.

ii. The benefits derived like product improvement cost reduction product development orimport substitution:

No such specific benefit derived during the year due to technology absorption.

iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year):

No technology has been imported by the Company.

iv. The expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Current Year Previous Year
Foreign Exchange Earnings and Outgo NIL NIL

15. Directors And Key Managerial Personnel:

A. Changes in Directors and Key Managerial Personnel

During the year Ms. Sejal Suresh Nahar resigned from the post of Non-ExecutiveIndependent Director of the Company with effect from 29th June 2020 and Ms.Krishna KamalkishorVyas (DIN-07444324) was appointed as an Independent Director of thecompany for the period of Five years with effect from 29th June 2020 pursuantto the approval granted by shareholder of the company in the last Annual General Meetingheld on September 28 2020. .

Mr.Kushal Chand Jain (DIN 03545081) Director who is liable to retire by rotation at theensuing Annual General Meeting and being eligible seek re-appointment pursuant to Section152 of the Companies Act 2013 and Regulation 36(3) of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.

The following are the Key Managerial Personnel of the Company pursuant to Section 203of the Companies Act 2013:

Sr. No. Name of the Person Designation
1 Mr. Kushal Chand Jain Managing Director
2 Mr. Dilip Kumar Dhariwal Chief Financial Officer
3 Mrs. Sarika Mehta Company Secretary

B. Annual evaluation of Board its Committees and individual Directors:

The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulation. The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as board composition andstructure effectiveness of board process information and functioning etc. The performanceof the committees was evaluated by the board after seeking inputs from committee memberson the basis of criteria such as composition of committees effectiveness of committeemeetings etc.In separate meeting of independent Directors performance of thenon-independent directors performance of the board as a whole and the Chairman wasevaluated taking into account the views of the executive directors and non-executivedirectors. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.

Directors:

i. Independent Directors:

Pursuant to the provisions of Section 149 of the Act the independent directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe SEBI Listing Regulations. There has benign change in the circumstances affecting theirstatus as independent directors of the Company.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees commissionand reimbursement of expenses if any.

In accordance with the criteria suggested by the Nomination and Remuneration Committeethe performance of each independent director was evaluated by the entire Board ofDirectors (in the absence of the director getting evaluated) on various parameters likeengagement leadership analysis decision making communication governance interest ofstakeholders etc. The Board was of the unanimous view that every Independent Director wasa reputed professional and brought his rich experience to the deliberations of the Board.The Board also appreciated the contribution made by all Independent Directors in guidingthe management to achieving higher growth and continuance of each independent director onthe Board will be in the interest of the Company.

ii. Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the IndependentDirectors at their separate meeting. Further their performance was also evaluated by theBoard of Directors. The various criteria considered for the purpose of evaluation includedleadership engagement transparency analysis decision making functional knowledgegovernance stakeholders etc. The Board was of the unanimous view that all thenon-independent directors were providing good business and people leadership.

iii. Declaration by an Independent Director(s) and re-appointment if any:

The Company have received declaration/confirmation from all the Independent Directorsof the Company confirming that they meet with the criteria of independence as prescribedunder sub-section (6) of Section 149 of the Companies Act 2013 and under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") and that there is no change in the circumstances which may affect theirstatus as Independent Director during the year under review. The Independent Directorshave also confirmed that they have complied with Schedule IV of the Act and the Company'sCode of Conduct. In the opinion of the Board the Independent Directors of the Companyfulfil the conditions specified under the Act and Listing Regulations and are independentof the management.

16. Familiarization Programme for Directors:

The Members of the Board of the Company are afforded many opportunities to familiarisethemselves with the Company its Management and its operations. The Directors are providedwith all the documents to enable them to have a better understanding of the Company itsvarious operations and the industry in which it operatesin addition to regularpresentation on technical operations marketing and exports and financial statements. Inaddition to the above Directors are periodically advised about the changes effected in theCorporate Law Listing Regulations with regard to their roles rights and responsibilitiesas Directors of the company. The same is available on the website of the company

All the Independent Directors of the Company are made aware of their roles andresponsibilities at the time of their appointment through a formal letter of appointmentwhich also stipulates various terms and conditions of their engagement.

Executive Directors and Senior Management provide an overview of the operations andfamiliarise the new Independent and Non-Executive Directors on matters related to theCompany's values and commitments. They are also introduced to the organization structureconstitution of various committees board procedures risk management strategies etc.

17. Details of Committee of the Board:

Currently the Board has 3 Committees: the Audit Committee Nomination and RemunerationCommittee & Stakeholder's Relationship Committee. The Composition of variouscommittees and compliances as per the applicable provisions of the Companies Act 2013 andthe Rules thereunder and SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 are as follows:

A. Audit Committee:

i. Constitution of Audit Committee:

The Audit Committee comprises of Mr.Hemantkumar S. Jain Independent Director as theChairman of the Committee Mr.Kushal Chand Jain Managing DirectorMs. KrishnaKamalkishorVyas and Mr.Kalpesh Bhandari Directors as the members of the Committee. Therecommendations of the Audit Committee is always welcomed and accepted by the Board andall the major steps impacting the financials of the Company are undertaken only after theconsultation of the Audit Committee.

ii. Details of establishment of vigil mechanism for directors and employees:

The Company has established vigil mechanism pursuant to Section 177(9) of the CompaniesAct 2013 for Directors and Employees to report their concerns and has also taken steps tosafeguard any person using this mechanism from victimization and in appropriate andexceptional cases; there is direct access to approach Mr.Hemantkumar S. Jain Chairman ofthe Audit Committee.

B. Nomination and remuneration committee:

The Nomination and Remuneration Committee under Section 178 of the Companies Act 2013comprises of Mr. Hemantkumar S. Jain Independent Director as the Chairman of the CommitteeMr. Kushal Chand Jain Managing Director Ms. Krishna KamalkishorVyas Director andMr.Kalpesh Bhandari Director are the members of the Committee.

The Company has defined the policy on all Director's and key person's appointment andremuneration including criteria for determining qualifications positive attributesindependence of a Director. The nomination & remuneration policy adopted by theCompany has been posted on the Company's W ebsite :www.acirealty.co.in

The Terms of reference of the Nomination and Remuneration Committee number and dates ofmeetings held attendance of the members of the Committee and more details on the Committeeare given in the Corporate Governance Report which forms part of this Annual Report.

Details of remunerations paid to the Directors and KMP during 2020-21 are given below:

Name of the Directors Directors' Position Relationship with other Directors Salary & allowances (Rs.) Perquisites (Rs.) Sitting Fees (Rs.)
Mr.Kushal Chand Jain (DIN 03545081) Managing Director -- Rs.300000/- Nil Nil
Mr.Hemantkumar S Jain (DIN 06778764) Independent Director -- Nil Nil Nil
Mr.KalpeshBhandari (DIN 03146496) Independent Director -- Nil Nil Nil
Ms. Krishna KamalkishorV yas(DIN Independent Director -- Nil Nil Nil
07444324)
Mr.DilipDhariwal CFO Rs.360000/- Nil Nil
Ms.Sarika Mehta Company secretary -- Rs.300000/-. Nil Nil

C. Stakeholder's Relationship Committee:

The Stakeholder's Relationship Committee comprises of Mr. Hemantkumar S JainIndependent Director as the Chairman of the Committee Mr. Kushal Chand Jain ManagingDirector Ms. Krishna KamalkishorVyas Director and Mr.Kalpesh Bhandari Director are themembers of the Committee. The role of the Committee is to consider and resolve securitiesholders' complaint. The meetings of the Committee are held once in a quarter and thecomplaints are responded within the time frame provided.

18. Statutory Auditors:

M/s. Agrawal Jain & Gupta Chartered Accountants having ICAI Firm Registration No.013538C statutory auditor of the Company were appointed for a period of five years at the38th Annual General Meeting as Statutory Auditors till the conclusion of 42ndAnnual General Meeting as per Notification issued by MCA the Company need not place theresolution for ratification at the AGM and hence no resolution is placed before the AGM.The Auditors have confirmed that they are not disqualified from continuing as Auditors ofthe Company. There is no qualification reservation or adverse remark or disclaimer made bythe Statutory Auditors in its report and therefore there are no further explanations to beprovided for in this report.

19. Secretarial Auditor:

The Board of Directors have appointed M/s. Sindhu Nair & Associates PracticingCompany Secretaries to conduct Secretarial Audit for the financial year 2020-21 asrequired under Section 204 of the Companies Act 2013 and the rules framed there under. Thereport of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-2 to this report.

20. Board Meetings:

During the year under review Five (5) Board Meetings were convened and held. Detailedinformation on the meetings of the Board and all its Committees are included in the reporton Corporate Governance which forms part of this Annual Report. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013 and thelisting regulations.

Sr. No Type of Meeting Date
1 Board Meeting 29th June 2020
2 Board Meeting 31st August 2020
3 Board Meeting 14th September 2020
4 Board Meeting 13th November 2020
5 Board Meeting 08th February 2021

21. Particulars of loans guarantees or investments under section 186:

Details of Loans Guarantees and Investments covered under the provisions of Section 186of the Companies Act 2013 are given in the notes to the Financial Statements.

22. Particulars of contracts or arrangements with Related Party:

All the related party transactions are entered on arm's length basis and are incompliance with the applicable provisions of the Companies Act 2013 and listingregulation. There are no materially significant related party transactions made by theCompany with Promoters Directors or Key Managerial Personnel etc. which may have potentialconflict with the interest of the Company at Large. Hence no separate annexure in Form No.AOC -2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts)Rules 2014 is given. All related party transactions are presented to the Audit Committeeand the Board if required for approval. Omnibus approval is obtained for the transactionswhich are foreseen and repetitive in nature.

23. Directors' Responsibility Statement:

As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act2013 your Directors subscribe to the Directors Responsibility Statement and state that:

a) In preparation of the annual accounts the applicable accounting standards had beenfollowed and there are no material departures from them;

b) 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 / loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by theCompany & that such internal financial controls are adequate and were operatingeffectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

24. Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required Pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014- are annexed asAnnexure- 3.

B) The Company doesn't have any employee falling within the preview of Section 197 ofthe Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 hence no such details to be provided.

25. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 read with part B of Schedule V of Listing Regulationsentered into with the Stock Exchanges is set out in a separate section forming part ofDirector Report as Annexure- 4.

26. Secretarial Standards

The Directors state that "the Board have devised proper systems to ensurecompliance with the provisions of all applicable Secretarial Standards and that suchsystems are adequate and operating effectively".

27. Corporate Governance:

At ACI it is imperative that our company affairs are managed in a fair and transparentmanner. This is vital to gain and retain the trust of our stakeholders. As per theRegulation 27 of the Securities and Exchange Board of India (Listing Obligation andDisclosure Requirements) Regulations 2015a separate section on Report on corporategovernance practices followed by the Company together with a certificate from theCompany's Auditors confirming compliance is annexed as a part of the Annual Report asAnnexure- 5 & 6.

28. Corporate Social Responsibility (CSR):

In line with the new provisions of the Companies Act 2013 and the rules framed thereunder with respect to the Corporate Social Responsibility (CSR) your company is notgoverned by the provisions of Section 135 of the Companies Act 2013 and Companies(Corporate Social Responsibility Policy) Rules 2014. So the Company is not required toformulate a policy on CSR and also has not constituted a CSR Committee.

29. Internal Financial Control System and their Adequacy:

Adequate internal controls systems and checks are in place commensurate with the sizeof the Company and the nature of its business. The management exercises financial controlon the operations through a well-defined budget monitoring process and other standardoperating procedures.

30. Risk Management Policy:

There is a continuous process for identifying evaluating and managing significant risksfaced through a risk management process designed to identify the key risks facingbusiness. Risks would include significant weakening in demand from core-end marketsinflation uncertainties and any adverse regulatory developments etc. During the year arisk analysis and assessment was conducted and no major risks were noticed.

31. Disclosure as per Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 :

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with Rule 14 the internal authorized person underthe said act has confirmed that no complaint/case has been filed/pending with the Companyduring the year.

32. Other Disclosures / Reporting:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

d) Employee Stock Options Scheme

e) Particulars of Employees. (no employee is in receipt of remuneration of Rs. 1.02crore p.a. orRs. 8.50 lakhs p.m.)

f) Details of payment of remuneration or commission to Managing Director or JointManaging Director of the Company from any of its subsidiaries as the Company does not haveany Subsidiaries/Joint Venture/Associate Company.

g) Maintenance of Cost Records not applicable

h) Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription/ purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3)(c) of the Companies Act 2013).

i) There is no Corporate Insolvency Resolution Process initiated under the Insolvencyand Bankruptcy Code 2016

33. Acknowledgement:

Your Directors wish to place on record their appreciation for the co-operation extendedby all the employees Bankers Financial Institutions various State and Central Governmentauthorities and stakeholders.

.