[(Disclosure under Section 134(3) of the Companies Act, 2013)
{Read With Companies (Accounts) Rules, 2014}]
Dear Shareholders,
The Directors are presenting the 34thAnnual Report of your Company and the Audited Financial Statements for the year ended 31st March 2016.
1. Financial Summary or Highlights/ Performance of the Company:
(Rs. in Lacs)
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Particulars
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For the year ended
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For the year ended
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31.03.2016
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31.03.2015
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Revenue from Operations
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53.98
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175.21
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Profit before Depreciation & Amortization
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12.02
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15.71
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Depreciation & Amortization
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0.02
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0.02
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Profit / (Loss) before taxation
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12.01
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15.69
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Provision for taxation (incl. deferred tax)
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11.21
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5.60
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Profit/ (Loss) for the year carried to Balance Sheet
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0.80
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10.09
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2. Dividend:
To consolidate the future position of the Company and support the fund requirements to stimulate growth, your Board of Directors regret their inability to recommend any dividend for the year.
3. Reserves:
The whole profit after tax has been transferred to P&L surplus. There is no amount that has been proposed to be carried to any other reserves.
4. Brief description of the Company’s working during the year/ state of Company’s affair:
During the year under review, the Company‘s revenue from operations stood at Rs. 53.98 Lacs as against Rs. 175.21 Lacs in the previous year. The Company has earned a Net profit of Rs. 12.01 Lacs as compared to the Profit of Rs. 15.69 Lacs during the previous accounting year.
5. Change in the nature of business, if any:
There was no change in nature of business.
6. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:
No material changes have occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.
7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future:
There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.
8. Details of Subsidiary/ Joint Ventures/ Associate Companies:
The Company did not have any Subsidiary Company/Joint Venture/Associate Company during the year under review.
9. Auditors:
M/s. Anand Jain & Associates, Chartered Accountants, Mumbai having ICAI Firm Registration No. 105666W being eligible offer themselves for re-appointment. If re-appointed, it will be within the prescribed limits specified in Section 139 of the Companies Act, 2013. Members are requested to appoint the auditors and to fix their remuneration.
There is no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors in its report and therefore, there are no further explanations to be provided for in this report.
10. Extract of the Annual Return:
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT - 9 is appended as Annexure-3 of the Board's Report.
11. Conservation of energy, technology absorption and foreign exchange earnings and outgo:
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 conserve energy 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 not exploring any alternate source of energy.
iii. The capital investment on energy conservation equipments:
Your Company has not made any investment on energy conservation equipments.
B. Technology absorption:
i. The efforts made towards technology absorption:
During the year the Company does not have any plant & machinery. Therefore no technology absorption and research and development activity are carried out.
ii. The benefits derived like product improvement, cost reduction, product development or import 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 from the 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
12. Directors And Key Managerial Personnel:
A) Changes in Directors and Key Managerial Personnel
During the year Mr. Jagdishchandra Hansraj Ghumara (DIN 00519468), Independent Director resigned with effect from 10th February 2016.
Mr. Kushal Chand Jain (DIN 03545081), Director who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seek reappointment pursuant to Section 152 of the Companies Act, 2013 and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board of Directors in their meeting based on the recommendation of Nomination and Remuneration Committee held on 12th August 2016,appointed Mr. Anand Kumar Jain and Mr. Kushal Chand Jain for a term of 5 years subject to approval of the members in the ensuing Annual General Meeting
B) Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/Regulations, the Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its all Committees.
Directors:
i. Independent Directors:
The performance of each independent director was evaluated by the entire Board of Directors (in the absence of the director getting evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The Board was of the unanimous view that every Independent Director was a 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 guiding the management to achieving higher growth and continuance of each independent director on the 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 Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders etc. The Board was of the unanimous view that all the non-independent directors were providing good business and people leadership.
iii. Declaration by an Independent Director(s) and re-appointment, if any:
All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6).
13. Details of Committee of the Board:
Currently the Board has 4 Committees: the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Share Transfer Committee. The Composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules there under and Listing Agreement/ Regulations, are as follows:
A. Audit Committee:
1. On 10th February 2016, Mr.JagdishchandraHansrajGhumara, resigned so he ceased to be Member of the Committee and on 10th February 2016, at its Board Meeting held had reconstituted the Committee. The Audit Committee comprising of Mr. KalpeshBhandari, Independent Director as the Chairman of the Committee, Mr. Hemantkumar S Jain, Mr. Kushal Chand Jain and Ms. SejalNahar Directors as the members of the Committee. The recommendations of the Audit Committee is always welcomed and accepted by the Board and all the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee.
2. Details of establishment of vigil mechanism for directors and employees:
The Company has established vigil mechanism pursuant to Section 177(9) of the Companies Act, 2013 for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization and in appropriate and exceptional cases, there is direct access to approach Mr.KalpeshBhandari, Chairman of the Audit Committee.
B. Nomination and remuneration committee:
On 10th February 2016, Mr.JagdishchandraHansrajGhumara, resigned so he ceased to be Member of the Committee and on 10th February 2016, at its Board Meeting held had reconstituted the Committee. The Nomination and Remuneration Committee under Section 178 of the Companies Act, 2013 comprises of Mr. KalpeshBhandari, Independent Director as the Chairman of the Committee, Mr. Hemantkumar S Jain, Mr. Anand Kumar Jain and Ms. SejalNahar, Director are the members of the Committee. The Committee has framed a policy to determine the qualification and attributes for appointment and basis of determination of remuneration of all the Directors, Key Managerial Personnel and other employees.
C. Stakeholder’s Relationship Committee:
On 10th February 2016, the Company had reconstituted the Committee. The Stakeholder's Relationship Committee comprises of Mr. KalpeshBhandari, Independent Director as the Chairman of the Committee, Mr. Hemantkumar S Jain, Mr. Anand Kumar Jain and Ms. SejalNahar, Director are the members of the Committee. The role of the Committee is to consider and resolve securities holders' complaint. The meetings of the Committee are held once in a quarter and the complaints are responded within the time frame provided.
D. Share Transfer Committee:
On 10th February 2016, the Company had reconstituted the Committee. The Share Transfer Committee comprises of Mr. KalpeshBhandari, Independent Director as the Chairman of the Committee, Mr. Hemantkumar S Jain, Mr. Anand Kumar Jain and Ms. SejalNahar, Director as the members of the Committee. The role of the Committee is to approve/ratify transfer of securities and look into share transmission, rematerialization and dematerialization of shares. The meetings of the Committee are held on periodical basis and the complaints are responded within the time frame provided.
14. Secretarial Audit Report:
The Board of Directors have appointed M/s. Sanjay Dholakia& Associates, Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and the rules framed there under. The Secretarial Audit Report for the financial year 2015-16 forms part of the Directors' Report as Annexure-2. The management replies to the observation of the Secretarial Auditors are as under:
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Auditors Observation
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Reply of Management
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The Company has not appointed a Whole-time Company Secretary as required pursuant to section 203 of the Companies Act, 2013not appointed Company Secretary as Compliance Officer under regulations 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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The Company is searching for a suitable candidate and shall appoint the Whole-time Company Secretary on finding right candidate.
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15. Board Meetings:
During the year under review, the Company has conducted 4 (Four) Board Meetings on 29th May 2015,10th August 2‘015, 6th November 2015 and 10thFebruary 2016.
16. Particulars of loans, guarantees or investments under section 186:
During the year under review, the Company has not provided any loans, made investments, gave guarantees or subscribed/purchased securities under Section 186 of the Companies Act, 2013.
17. Particulars of contracts or arrangements with Related Party:
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including transactions entered at arms length under third proviso, in prescribed Form No. AOC -2,is appended as Annexure 1to the Board's Report.
18. Directors’ Responsibility Statement:
As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors subscribe to the Directors Responsibility Statement and state that:
a) In preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from them;
b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
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 the Company & that such internal financial controls are adequate and were operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
19. Managerial Remuneration:
A) Details of the ratio of the remuneration of each director to the median employee's remuneration and otherdetailsasrequiredpursuanttoRule5(1)oftheCompanies(Appointmentand Remuneration of Managerial Personnel)Rules,2014- are annexed as Annexure -4.
B) The Company doesn't have any employee falling within the preview of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence, no such details to be provided.
20. Management Discussion and Analysis Report:
Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement and Regulation 34 read with part B of Schedule V of Listing Regulations entered into with the Stock Exchanges is set out in a separate section forming part of Director Report as Annexure -5.
21. Corporate Governance:
At ACI, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. As per the Clause 49 of the Listing Agreement/ Regulation 27 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations 2015with the Stock Exchange a separate section on Report on corporate governance practices followed by the Company, together with a certificate from the practicing Company Secretary confirming compliance with the conditions of corporate governance .
22. Corporate Social Responsibility (CSR):
In line with the new provisions of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your company is not governed 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 to formulate a policy on CSR and also has not constituted a CSR Committee.
23. Internal Financial Control System and their Adequacy:
Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures.
24. Risk Management Policy:
There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the year a risk analysis and assessment was conducted and no major risks were noticed.
25. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 :
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the internal authorized person under the said act has confirmed that no complaint/case has been filed/pending with the Company during the year.
26. Other Disclosures / Reporting:
Your Directors state that no disclosure or reporting is required in respect of the following 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 under any scheme.
d) Details of payment of remuneration or commission to Managing Director or Joint Managing Director of the Company from any of its subsidiaries as the Company does not have any Subsidiaries/Joint Venture/Associate Company.
e) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).
27. Acknowledgement:
Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and stakeholders.
BY ORDER OF THE BOARD OF DIRECTORS
For ACI INFOCOM LIMITED
Mr. Anand Kumar Jain Mr. Kushal Chand Jain
Managing Director Director
(DIN 02411779) (DIN 03545081)
Regd Office:
301, Dimple Arcade Extension,
Bldg 10, Asha Nagar, behind SaiDham temple,
Kandivali (E), Mumbai 400 101
Date: 12th August 2016
CIN: L72200MH1982PLC175476
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