| Dear Members,
The directors are pleased to present the twenty first Annual Report and
the Company's audited financial statement for the financial year ended
March 31, 2015.
FINANCIAL PERFORMANCE
The Company's financial performance, for the year ended March 31, 2015
is summarized below;
Sr.
No. Particulars Standalone
2014-15 2013-14
1. Revenue from operation 5,91,51,279/- 4,69,70,967/-
2. Other income 71,02,796/- 83,73,065/-
3. Total Revenue 6,62,54,075/- 5,53,25,532/-
4. Depreciation & Amortization 61,58,980/- 21,38,223/-
5. Employee Benefit expenses 1,99,64,017/- 1,49,72,088/-
6. Finance Cost 3,07,207/- 1,71,820/-
7. Other expenses 3,59,59,050/- 3,19,50,224/-
8. Profit/(loss) before tax (PBT) 38,64,821/- 60,93,177/-
9. Taxation (146) 5,341/-
10. Profit/(loss) After Tax (PAT) 38,64,967/- 60,87,836/-
Particulars Consolidated
2014-15 2013-14
Revenue from operation 5,91,69,079/- 4,69,70,967/-
Other Income 97,49,464/- 1,15,21,515/-
Total Revenue 6,89,18,543/- 5,84,92,482/-
Depreciation & Amortization 74,72,176/- 28,68,393/-
Emloyee Benefit expenses 1,99,64,017/- 1,49,72,088/-
Finance Cost 3,14,824/- 1,76,700/-
Other expenses 3,61,73,056/- 3,22,77,214/-
Profit/(loss) before tax (PBT) 49,94,470/- 81,98,087/-
Taxation 2,36,152/- 2,72,885/-
Profit/(loss) After Tax (PAT) 47,58,318/- 79,25,202/-
The highlights of the Company's Performance are as under:
Revenue from operations increased by 25.98% (Standalone)
Revenue from operations increased by 25.97% (Consolidated)
TRANSFER TO RESERVES:
The Company has not transferred any sum to the General Reserves.
DIVIDEND:
With a view to plough back profit of the year and in order to conserve
resources for operational purposes, the board of directors of your
company does not recommend any dividend for the year.
MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments have occurred after the close of
the year till the date of this Report, which affect the financial
position of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
No significant and material orders passed by the regulators or courts
or tribunals impacting going concern status and Company's operations in
future.
FIXED DEPOSITS/DETAILS OF DEPOSIT
The Company has not accepted any fixed deposits and, as such, no amount
of principal or interest was outstanding as of the Balance Sheet date.
Accepted during the year Nil
Remained unpaid or unclaimed as at the end of the year Nil Whether
there has been any default in repayment of deposits or payment of
interest thereon during the year and if so, number of such cases and
the total amount involved N.A.
Details of Deposits which are not in compliance with the requirements
of Chapter V of the Act N.A.
EXTRACTS OF ANNUAL RETURNS:
Pursuant to Section 134(3) (a) of Companies Act, 2013, extract of the
annual return is appended as Annexure-1 to the Board's Report.
BOARD OF DIRECTORS AND MEETING:
Name of Directors
Founder Designation Age Qualification
and Executive/
Director
Mr. Vikram Sanghani Jt. Managing
Director 52 MBA (Finance)
DIN: 00183818
Mr. Sanjay Dhamsania Jt. Managing
Director 53 MS (Computer Science)
DIN: 00013892
Independent & Non Designation Age Qualification
Executive Director
Mr. Pratik C.
Dadhaniya Director 43 Graduate in Architecture
DIN: 02931106
Mr. Vimal L Kalaria Director 42 Post Graduate Diploma
DIN : 00029395 in Finance
Mr. Dharamibhai
R. Vadalia Director 63 Under Graduate
DIN : 00015165
Ms. Dhara S. Shah Additional
Director 26 B.Com, CS, LL.B
DIN: 06983857
Name of Directors Other Directorship
Mr Vikram Sanghani Ace Infoworld Pvt. Ltd.
Ace Infoway Pvt. Ltd.
Ace eEngineersonline Pvt. Ltd.
Ace Computer Education Pvt. Ltd.
Everest Office Owners Asso. Pvt. Ltd.
Ace Riverside Pvt. Ltd.
Mr Sanjay Dhamsania Ace infoworld Pvt. Ltd.
Ace Infoway Pvt. Ltd.
Ace eEngineersonline Pvt. Ltd.
Ace Computer Education Pvt. Ltd.
Everest Office Owners Asso. Pvt. Ltd.
Ace Riverside Pvt. Ltd.
Independent & Non
Executive Director Other Directorship
Mr Pratik C Dadhaniya -
Mr Vimal L Kalaria -
Mr Dharambihai R Vadalia Dipak Agro Oil Mill Pvt. Ltd.
Ace Infoworld Private Limited
Ms Dhara S Shah Mayur Floorings Limited
Vishal Fabrics Limited
Six board meetings were held during the year ended on March 31, 2015.
These were held on May 30, 2014, August 6, 2014, September 29, 2014,
November 14, 2014, February 12, 2015 and March 12, 2015.
Name of Directors Designation No. of
Meetings
Held Attended
Vikram Bhupatbhai Sanghani Jt. Managing Director 6 5
Sanjay Harilal Dhamsania Jt. Managing Director 6 4
Vimal Kalaria Independent Director 6 6
Dharamshi Vadalia Independent Director 6 6
Pratik Dadhania Independent Director 6 6
Dhara Shah* Additional Director 6 3
* Ms. Dhara Shah appointed as an additional director of the company on
September 29, 2014.
Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made
thereunder, the independent directors of the Company shall hold at
least one meeting in a year, without the attendance of non independent
directors and members of the Management. All the independent directors
of the Company shall strive to be present at such meetings. The meeting
shall review the performance of non independent directors and the Board
as a whole; review the performance of the chairman of the Board, taking
into account the views of the executive directors and non-executive
directors; assess the quality, quantity and timeliness of flow of
information between the Management and the board that is necessary for
it to effectively and reasonably perform its duties. Meeting of
Independent Directors was held on March 12, 2015.
Terms and conditions of appointment of Independent directors uploaded
on the website of the company.
http://acesoftex.com/uploads/IndependentDirector/
Brief%20Profile%20and%20terms%20and%20conditions%20of%20appointment.pdf
COMMITTEE: Audit committee:
Audit Committee has been reconstituted as per the provision of section
177 of the Companies Act, 2013 and listing agreement.
The Audit Committee Meeting.
Four meetings were held during the year ended on March 31, 2015. These
were held on May 29, 2014, August 5, 2014, November 13, 2014 and
February 12, 2015.
Name Designation No. of Meetings
Held Attended
Vimal Kalaria (Non-Executive Independent
Director) Chairman 4 4
Dharamshi Vadalia (Non-Executive
Independent Director) Member 4 4
Pratik Dadhania (Non-Executive
Independent Director) Member 4 4
Nomination and Remuneration Committee (NRC) :
NRC identifies persons who are qualified to become directors and who
may be appointed in senior management in accordance with the criteria
laid down, recommend to the Board their appointment and removal and
carries out evaluation of every director's performance and works as per
the policy formulated thereof.
Four meetings were held during the year ended on March 31, 2015. These
were held on May 29, 2014, September 15, 2014, November 13, 2014 and
February 12, 2015.
Name Designation No. of Meetings
Held Attended
Vimal Kalaria (Non-Executive Independent
Director) Chairman 4 4
Dharamshi Vadalia (Non-Executive
Independent Director) Member 4 4
Pratik Dadhania (Non-Executive
Independent Director) Member 4 4
Details of Remuneration paid to executive directors, independent
directors and KMPs during the year is given under the Annexure -1
(Extract of Annual Return)
Stakeholders Relationship Committee
Constituted for considering and resolving grievances of security
holders and dissemination of information to shareholders Four meetings
were held during the year ended on March 31, 2015. These were held on
April 28, 2014, July 23, 2014, October 18, 2014 and February 12, 2015.
Name Designation No. of Meetings
Held Attended
Dharamshi Vadalia (Non-Executive
Independent Director) Chairman 4 4
Pratik Dadhania (Non-Executive
Independent Director) Member 4 4
Vikram Sanghani (Executive Director) Member 4 4
Sanjay Dhamsania (Executive Director) Member 4 4
AUDITORS
STATUTORY AUDITOR
Kalaria & Sampat, Chartered Accounts, Statutory Auditors of the
Company, hold office till the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. They have confirmed their
eligibility to the effect that their re-appointment, if made, would be
within the prescribed limits under the Act and that they are not
disqualified for re-appointment.
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
SECRETARIAL AUDITOR
Hemali S. Patel, Practicing Company Secretaries, was appointed to
conduct the secretarial audit of the Company for the financial year
2014-15, as required under Section 204 of the Companies Act, 2013 and
Rules thereunder.
The secretarial audit report for FY 2014-15 forms part of the Annual
Report as Annexure- 2 to the Board's report. The Auditors' Report does
not contain any qualification, reservation or adverse remark.
SUBSIDIARIES AND ASSOCIATES:
During the year, the Board of Directors ('the Board') reviewed affairs
of the subsidiaries. In accordance with section 129 (3) of the
Companies Act, 2013, we have prepared consolidated financial statements
of the company and all its subsidiaries, which form part of the Annual
Report. Further, a statement of our subsidiaries containing the salient
features of the financial statement of our subsidiaries in the
prescribed format AOC-1 is appended to the consolidated financial
statements and hence not repeated here for the sake of brevity.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and other applicable provisions of the Listing
Agreement.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 form part of the notes to the financial statements
provided in this Annual Report.
Nature of
transaction Name of person Amount of Loan
(In Rs.) Purpose of
loan
Loan Shriji Enterprise@ 10,00,000/-^ Business Purpose
Loan Rajkot Computer
Education LLP# 10,000/-* Business Purpose
Loan Jubilant Exim LLP# 10,000/-* Business Purpose
Loan Speedwell Engineers
LLP# 10,000/-* Business Purpose
Loan Cosmos Services LLP# 10,000/-* Business Purpose
Loan Citizen Solutions LLP# 10,000/-* Business Purpose
Loan Aspire Exim LLP# 10,000/-* Business Purpose
- Re-paid Rs. 3, 00,000/- during the year.
* Amount was repaid during the year
@ Being the third party, not covered under section 185 and 189 of the
companies act, 2013
# Wholly Owned Subsidiary.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act, are provided here under.
(A) Conservation of energy
- the Steps taken or impact on conservation of energy Company is ever
mindful of the need for energy conservation, not only as a method of
cost reduction, but also because it is a global imperative.
We have ensured that the following measures are institutionalized
across all our facilities:
i. Optimal cooling of work areas and data centers.
ii. Switching off computers when not in use.
iii. Utilization of lights and stand alone air conditioners only when
required.
iv. Minimal usage of AC s and lights during weekend.
- the steps taken by the company for utilizing alternate source of
energy & Capital investment on energy conservation equipments
At present, Company has not utilized any alternate source of energy and
emphasize on the Conservation of energy and be frugal in utilizing the
energy.
- Impact of these measures:
Taking effective measurements in saving energy has significantly
benefitted the company.
(B) Technology absorption:-
- the efforts made towards technology absorption, benefit derives &
Research and Development
i. Company has made continues effort to develop technology for the
better out puts and reduction of cost. With the change of time it is
essential to be updated with the latest equipments and technology to
serve our client better. Company consistently strives to absorb latest
technology suitable to industry size and clients need. Company has not
incurred any expenses for research and development.
RISK MANAGEMENT:
The Company continues to use risk management frame work adopted by
board in (a) Overseeing and approving the Company's enterprise wide
risk management framework; and (b) Overseeing that all the risks that
the organization faces such as strategic, financial, credit, market,
liquidity, security, property, IT, legal, regulatory, reputational and
other risks have been identified and assessed and there is an adequate
risk management infrastructure in place capable of addressing those
risks. The Company's management systems, organizational structures,
processes, standards, code of conduct that governs how the Company
conducts the business and manages associated risks.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
was observed.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to section 135 of the Companies Act, 2013, every company
having net worth of Rs. 500 crore or more, or turnover of Rs. 1000
crore or more or a net profit of Rs. 5 crore or more during any
financial year shall constitute a Corporate Social Responsibility
Committee. Our company has not triggered any of the above limits;
hence, no committee in this regard has been constituted.
DETAILS OF DIRECTORS/KMP WHO WERE APPOINTED OR HAVE RESIGNED DURING THE
YEAR & LIABLE TO RETIRE BY ROTATION
During the financial year 2014-15 following directors/KMPs were
appointed or have resigned.
Name Designation Appointment/
Resignation Date of
Appointment
/Resignation
N. I. Thomas Company Secretary &
Compliance Officer Resignation 02.06.2014
Jayram K. Vachhani Company Secretary &
Compliance Officer Appointment 02.06.2014
Jyotin B. Vasavada Chief Financial Officer Appointment 02.06.2014
Dhara S. Shah Woman Director
(Additional
Director-Non Executive) Appointment 29.09.2014
RETIRE BY ROTATION
Pursuant to the provisions of section 152(6) of the Companies Act,
2013, Vikram Bhupatbhai Sanghani and Sanjay Harilal Dhamsania,
Directors are liable to retire by rotation and being eligible offer
themselves for re-appointment.
Further, Ms. Dhara S. Shah, additional director, appointed on
29.09.2014, whose tenure expires on the date of this Annual General
Meeting and a notice in writing has been received from a member under
section 160 of the Companies Act, 2013 proposing her candidature as an
independent director of the company for the term of 5 years. She has
furnished a declaration under section 149(6) of the Companies Act, 2013
and in the opinion of the Board she fulfils the conditions specified in
the Act and rules made thereunder and is independent of the management.
Appointment is recommended by Nomination and Remuneration Committee.
BOARD'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(5), of the Companies Act,
2013 with respect to Director's Responsibility Statements, it is hereby
confirmed that -
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2015 and of the profit of the Company
for the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a 'going concern'
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f ) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
FORMAL ANNUAL EVALUATION & POLICY RELATING TO REMUNERATION FOR THE
DIRECTORS, KEY MANGERIAL PERSONNEL AND OTHER EMPLOYEES
Nomination and remuneration committee has laid down the standard
procedure and method for evaluation of performance of each directors,
key managerial personnel and members of the committees.
Policy for Selection of Directors and determining Directors'
independence
1. Introduction
1.1 Ace Software Exports Limited (ASEL) believes that an enlightened
and combination of youth with experience Board consciously creates a
culture of leadership to provide a long-term vision and policy approach
to improve the quality of governance. Towards this, ASEL ensures
constitution of a Board of Directors with an appropriate composition,
size, diversified expertise and experience and commitment to discharge
their responsibilities and duties effectively.
1.2 ASEL recognizes the importance of Independent Directors in
achieving the effectiveness of the Board. ASEL aims to have an optimum
combination of Executive, Non-Executive and Independent Directors.
2. Scope and Exclusion:
2.1 This Policy sets out the guiding principles for the Nomination and
Remuneration Committee for identifying persons who are qualified to
become Directors and to determine the independence of Directors, in
case of their appointment as independent directors of the Company.
3. Terms and References:
In this Policy, the following terms shall have the following meanings:
3.1 "Director" means a director appointed to the Board of a company.
3.2 "Nomination and Remuneration Committee" means the committee
constituted by ASEL's Board in accordance with the provisions of
Section 178 of the Companies Act, 2013 and Clause 49 of the Equity
Listing Agreement, whenever applicable.
3.3 "Independent Director" means a director referred to in sub-section
(6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of
the Equity Listing Agreement, whenever applicable.
4. Policy:
4.1 Qualifications and criteria
4.1.1 The Nomination and Remuneration Committee (NRC), and the Board,
shall review on an annual basis, appropriate skills, knowledge and
experience required of the Board as a whole and its individual members.
The objective is to have a Board with diverse background and experience
that are relevant for the Company's global operations.
4.1.2 In evaluating the suitability of individual Board members, the
NRC may take into account factors, such as:
- General understanding of the Company's business dynamics, global
business and social perspective; Educational and professional
background Standing in the profession;
- Personal and professional ethics, integrity and values;
- Willingness to devote sufficient time and energy in carrying out
their duties and responsibilities effectively.
4.1.3 The proposed appointee shall also fulfill the following
requirements:
- Shall possess a Director Identification Number;
- Shall not be disqualified under the Companies Act, 2013;
- Shall give his written consent to act as a Director;
- Shall endeavour to attend all Board Meetings and wherever he is
appointed as a Committee Member, the Committee Meetings;
- Shall abide by the Code of Conduct established by the Company for
Directors and Senior Management Personnel;
- Shall disclose his concern or interest in any company or companies or
bodies corporate, firms, or other association of individuals including
his shareholding at the first meeting of the Board in every financial
year and thereafter whenever there is a change in the disclosures
already made;
- Such other requirements as may be prescribed, from time to time,
under the Companies Act, 2013, Equity Listing Agreements and other
relevant laws.
4.1.4 The NRC shall evaluate each individual with the objective of
having a group that best enables the success of the Company's business.
4.2 Criteria of Independence
4.2.1 The NRC shall assess the independence of Directors at the time of
appointment / re-appointment and the Board shall assess the same
annually. The Board shall re-assess determinations of independence
when any new interests or relationships are disclosed by a Director.
4.2.2 The criteria for appointment/re-appointment of independence is as
laid down in Companies Act, 2013 and Clause 49 of the Equity Listing
Agreement, whenever applicable.
4.2.3 The Independent Directors shall abide by the "Code for
Independent Directors" as specified in Schedule IV to the Companies
Act, 2013.
4.3 Other directorships / committee memberships
4.3.1 The Board members are expected to have adequate time and
expertise and experience to contribute to effective Board performance.
Accordingly, members should voluntarily limit their directorships in
other listed public limited companies in such a way that it does not
interfere with their role as directors of the Company. The NRC shall
take into account the nature of, and the time involved in a Director's
service on other Boards, in evaluating the suitability of the
individual Director and making its recommendations to the Board.
4.3.2 A Director shall not serve as Director in more than 20 companies
of which not more than 10 shall be Public Limited Companies.
4.3.3 A Director shall not serve as an Independent Director in more
than 7 Listed Companies and not more than 3 Listed Companies in case he
is serving as a Whole-time Director in any Listed Company.
4.3.4 A Director shall not be a member in more than 10 Committees or
act as Chairman of more than 5 Committees across all companies in which
he holds directorships.
For the purpose of considering the limit of the Committees, Audit
Committee and Stakeholders' Relationship Committee of all Public
Limited Companies, whether listed or not, shall be included and all
other companies including Private Limited Companies, Foreign Companies
and Companies under Section 8 of the Companies Act, 2013 shall be
excluded.
Remuneration Policy for Directors, Key Managerial Personnel and other
employees
1. Introduction
1.1 Ace Software Exports Limited (ASEL) recognizes the importance of
aligning the business objectives with specific and measurable
individual objectives and targets. The Company has therefore formulated
the remuneration policy for its directors, key managerial personnel and
other employees keeping in view the following objectives:
1.1.1 Ensuring that the level and composition of remuneration is
reasonable and sufficient to attract, retain and motivate, to run the
company successfully.
1.1.2 Ensuring that relationship of remuneration to performance is
clear and meets the performance benchmarks.
1.1.3 Ensuring that remuneration involves a balance between fixed and
incentive pay reflecting short and long term performance objectives
appropriate to the working of the company and its goals.
2. Scope and Exclusion:
2.1 This Policy sets out the guiding principles for the Nomination and
Remuneration Committee for recommending to the Board the remuneration
of the directors, key managerial personnel and other employees of the
Company.
3. Terms and References:
In this Policy, the following terms shall have the following meanings:
3.1 "Director" means a director appointed to the Board of the Company.
3.2 "Key Managerial Personnel" means
(I) the Chief Executive Officer or the managing director or the
manager;
(ii) the company secretary;
(iii) the whole-time director;
(iv) the Chief Financial Officer; and
(v) such other officer as may be prescribed under the Companies Act,
2013
3.3 "Nomination and Remuneration Committee" means the committee
constituted by ASEL's Board in accordance with the provisions of
Section 178 of the Companies Act, 2013 and applicable clause of the
Equity Listing Agreement.
4. Policy:
4.1 Remuneration to Executive Directors and Key Managerial Personnel
4.1.1 The Board, on the recommendation of the Nomination and
Remuneration Committee (NRC), shall review and approve the remuneration
payable to the Executive Directors of the Company within the overall
limits approved by the shareholders.
4.1.2 The Board, on the recommendation of the NRC, shall also review
and approve the remuneration payable to the Key Managerial Personnel of
the Company.
4.1.3 The remuneration structure to the Executive Directors and Key
Managerial Personnel shall include the following components: (i) Basic
Pay
(ii) Perquisites and Allowances
(iii) Stock Options
(iv) Commission (Applicable in case of Executive Directors)
(v) Retiral benefits
(vi) Annual Performance Bonus
4.1.4 The Annual Plan and Objectives for Executive Directors and Senior
Executives (Executive Committee) shall be reviewed by the NRC and
Annual Performance Bonus will be approved by the Committee based on the
achievements against the Annual Plan and Objectives.
4.2 Remuneration to Non-Executive Directors
4.2.1 The Board, on the recommendation of the NRC, shall review and
approve the remuneration payable to the Non- Executive Directors of the
Company within the overall limits approved by the shareholders.
4.2.2 Non-Executive Directors shall be entitled to sitting fees for
attending the meetings of the Board and the Committees thereof.
4.3 Remuneration to other employees
4.3.1 Employees shall be assigned grades according to their
qualifications and work experience, competencies as well as their roles
and responsibilities in the organization. Individual remuneration shall
be determined within the appropriate grade and shall be based on
various factors such as job profile, skill sets, seniority, experience
and prevailing remuneration levels for equivalent jobs.
PARTICULARS OF EMPLOYEES
The table containing particulars of employees in accordance with the
provisions of Section 197(12) of the Companies Act, 2013, read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is appended as Annexure -3 to the Board's
report. There are no employees in the Company drawing remuneration who
are in receipt of remuneration of Rs. 60 lakh or more, or employed for
part of the year and in receipt of Rs. 5 lakh or more a month, under
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Internal Complaints Committee ("ICC") has been set up to redress
the complaints received regarding sexual harassment. All employees are
covered under this policy.
The following is the summary of the complaints received and disposed
off during the financial Year 2014-15:
a) No. of complaints received: NIL
b) No. of complaints disposed off: NIL
VIGIL MECHANISM
The Company has established a whistle blower policy and also
established a mechanism for directors and employees to report their
concerns. The same has been uploaded on the website of the company link
to open the policy is http://acesoftex.com/VIGIL POLICY.pdf
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis. There are no materially
significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the
Company at large.
The details of the related party transactions as required under Section
134(3)(h) of the Companies Act 2013, r/w Rule 8 of the Companies
(Accounts) Rules, 2014, is attached as Annexure - 4.
GENERAL INFORMATION
AGM held during the financial year: 9th August, 2014
Disclosure as per schedule V of the Companies Act, 2013
i) all elements of remuneration package is as given in the statement
pursuant to section 102 of the notice of the AGM (item no. 6 and 7)
ii) Remuneration is decided by the Board on recommendation of the
Nomination and Remuneration Committee and it is fixed component basis,
details of the remuneration given in past is elaborated in the
statement pursuant to section 102 of the notice of the AGM (item no. 6
and 7)
iii) Service contracts, notice period, Severance fees;(given in the
statement pursuant to section 102 of the notice of the AGM (item no.6
and 7) iv) Stock option: N.A.
ACKNOWLEDGEMENT:
Your Directors would like to express their appreciation for the
assistance and co-operation received from the investors, banks,
regulatory and governmental authorities. Your Directors also wish to
place on record their deep sense of appreciation for the committed
services by the executives, staff of the Company.
For & on behalf of Board of Directors
Sd/- Sd/-
Vikram B. Sanghani Pratik C. Dadhania
Jt. Managing Director Director
DIN : 00183818 DIN: 02931106
Date: 13.08.2015
Place: Rajkot
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