DIRECTORS' REPORT To the Members, 1. Your Directors present you the 22nd Annual Report of your Company and the Audited Accounts for the financial year ended 31st March 2015. 2. RESULTS OF OPERATIONS The total revenue of your Company for the 2014-15 is Rs. 252,198,404.00/- as against Rs. 231,261,201.00/- in the previous year. The Net Loss before tax stood at Rs. (5,316,301.12/-) as against Net Profit before tax Rs.13,494,086.00/- in the previous year. The Loss after Tax is Rs. (2,726,664.12/-) as against Profit after Tax Rs. 1,306,489.00/- in the previous year. 3. DIVIDEND Due to future financial requirements, profit has been deployed back to the Reserve & Surplus, and the Directors have not recommended any dividend for the period ended March 31, 2015. 4. CHANGE IN THE NATURE OF BUSINESS During the year, there was no change in the nature of business of the Company. 5. MATERIAL CHANGES AND COMMITMENT Mr. Pradeep Dutta, and Ms. Ruma Mukherjee was appointed as Additional Director of the company w.e.f 29th May, 2015. Apart from this, there are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report. 6. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE FINANCIAL YEAR ENDED MARCH 31, 2015. Mr. Sanyam Agarwal was appointed as Director in place of Mr. Avinash Agarwal who has resigned from the post of Directorship of the Company w.e.f. 30th May, 2014 due to some unavoidable circumstance. The Board places on record its appreciation for the valuable guidance and services rendered during his tenure. Ms. Shweta Chaturvedi appointed in place of Mr. Harish Kumar for the post of Company Secretary and Compliance Officer w.e.f 30th May, 2014. Mr. Hari Prakash Garg and Mr. Sanyam Agarwal resigned from the post of Managing Director and Director respectively w.e.f 14th August, 2014. Due to Un- avoidable circumstances, Ms. Shweta Chaturvedi has resigned from the post of Company Secretary w.e.f. 14th August, 2014. Pursuant to the provision of 161(1) and 149 of the Companies act, 2013 Mr. Roop Lal appointed as Additional Director designated as Independent Director in place of Mr. Mahendra Singh Soda w.e.f November, 14 2014 and shall hold office up to the date of the ensuing Annual General Meeting. Due to Un-avoidable circumstances Mr. Sushil Agarwal and Mr. Gajanand Gupta has tender ther resignation w.e.f 29th May, 2015 and pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company Mr. Pradeep Dutta and Ms. Ruma Mukherjee were appointed as Additional Director designated as Independent Director w.e.f. 29th May, 2015 and they shall hold office up to the date of the ensuing Annual General Meeting. As per the provisions of Section 152 of the Companies Act, 2013, Mr. Roop Lal, Director of the Company retires by rotation at the ensuing Annual General Meeting. Mr. Roop Lal has expressed his intention to seek re-election as a Director of the Company. The brief resume of the aforesaid directors and other information have been detailed in the Corporate Governance Section of this report 7. ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92(3) of The Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014 in the prescribed Form MGT-9 is furnished in Annexure 1 and forms an integral part of this report. 8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. 9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013. All the transactions done with related parties for the year under review were on arm's length basis and are in compliance with the applicable provisions of the Act and Listing Agreement. There are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee of the Company for its approval. The particulars of contracts entered during the year are shown in the prescribed Form AOC-2 which is enclosed as Annexure-2. 10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW May 30, 2014 July 10, 2014 August 14, 2014 November 14, 2014 February 13, 2015 During the financial year 2014-2015, 5 (five) meetings of the Board of Directors were held: 11. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act 2013, the Directors hereby confirm that: • in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures; • they have 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 as at 31st March, 2015 and of the profit and loss of the company for that period; • they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; • they have prepared the annual accounts on a going concern basis; • they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and • they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 12. STATUTORY AUDITOR M/s PVR-N & Co., Chartered Accountants (Firm Registration No. 004062N) have been appointed as the Statutory Auditors of the Company in the 20th Annual General Meeting of the Company held on August 25, 2014, to hold the office till the conclusion of 24th Annual General Meeting of the Company, subject to the ratification of shareholders at every Annual General Meeting. Further, the ratification in respect with the appointment of M/s PVR-N & Co., Chartered Accountants as the Statutory Auditors of the Company is proposed for the ratification of shareholders in the Notice of 21st Annual General Meeting of the Company. 13. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed Ms. Uma, a Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2014-2015. The Report of Secretarial Auditor (Form MR-3) for the FY 2014-2015 is annexed to the report as Annexure-3. 14. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary in their respective reports. 15. RISK MANAGEMENT POLICY Your Directors have adopted a Risk Management Policy for the Company. The Audit Committee and the Board of Directors of the Company review the risks, if any involved in the Company from time to time, and take appropriate measures to minimize the same. The Audit Committee ensures that the Policy for Risk Management is adopted across the Company in an inclusive manner. 16. ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Company's operations in future. 17. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The Company's internal control systems are supplemented by an extensive programme of internal audit by an independent professional agency and periodically reviewed by the Audit Committee and Board of Directors. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements, other data and for maintaining accountability of assets. 18. DECLARATION BY INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and clause 49 of the listing agreement so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. 19. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES The Company has adopted a Nomination and Remuneration Policy on Directors' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013. The Policy is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013. (Annexure-4). 20. PERFORMANCE EVALUATION OF THE BOARD Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report and forms part of this report However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board/ Committee. 21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. 22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY The Company has established a vigil mechanism/ Whistle Blower Policy and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company. The Whistle Blower policy as approved by the Board has been uploaded on the website of the Company i.e. www.aceedutrend.com. 23. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014. In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees should be set out in the annexure to the Directors' Report. As the Company has not paid any remuneration to the Directors, therefore, there is no requirement to comply with the provisions of this section. 24. SHARES a. BUY BACK OF SECURITIES The Company has not bought back any of its securities during the year under review. b. SWEAT EQUITY The Company has not issued any Sweat Equity Shares during the year under review. c. BONUS SHARES No Bonus Shares were issued during the year under review. d. EMPLOYEES STOCK OPTION PLAN The Company has not provided any Stock Option Scheme to the employees. 25. FIXED DEPOSITS The Company has not accepted any deposit during the Financial Year 2014-15 and, as such, no amount of principal and interest was outstanding as on Balance Sheet date. 26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as required under Section 217(1)(e) of the Act read with Companies' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. Further there was no Foreign Exchange earnings and outgo during the Financial Year 2014-2015. 27. MANAGEMENT DISCUSSION AND ANALYSIS A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report. 28. SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES The Company doesn't have any subsidiary, joint venture or associate Company. 29. SEXUAL HARASSMENT POLICY In order to prevent sexual harassment of women at work place, a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act, every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Company is in progress to adopt a policy for prevention of Sexual Harassment of Women at workplace and top tier of the management has been entrusted with the responsibility to set up Committee for implementation of said policy. During the year there were no instances and complaint of harassment against the Company. 30. CORPORATE GOVERANCE Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. Our focus on corporate governance, where investor and public confidence in companies is no longer based strictly on financial performance or products and services but on a company's structure, its Board of Directors, its policies and guidelines, its culture and the behavior of not only its officers and directors, but also all of its employees. Our approach is proactive, starting with our Leadership Team. It is also deeply ingrained in our corporate culture, guiding how we work and how we do business. We continually discuss bylaws and governance practices, changing our policies when necessary and pointing out areas where we need to improve our performance. We also compare our practices to the criteria used by outside organizations to evaluate corporate performance. A separate section on Corporate Governance standards followed by the Company, as stipulated under Clause 49 of the Listing Agreement with the stock exchange is enclosed as an Annexure to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. A requisite certificate from the Statutory Auditors of the Company, M/s PVR -N & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid clause 49, is attached to the Corporate Governance Report. 31. LISTING OF SHARES Your Company's shares are listed and are being traded on the Bombay Stock Exchange of India Limited & applied for listing of shares in National Stock Exchange Limited. The Listing Fees for the financial year 2015-16 has been paid. 32. NO DEFAULT The Company has not defaulted in payment of interest and repayment of loan to any of the financial institutions and /or banks during the period under review. CAUTIONARY NOTE Certain statements in the 'Management Discussion and Analysis' section may be forward-looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking statement that involve risks and uncertainties including, but not limited to, risks inherent in the Company's growth strategy, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors discussed. The discussion and analysis should be read in conjunction with the Company's financial statements and notes on accounts. APPRECIATION Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the bankers, financial institutions, shareholders, dealers and customers for their continued support, assistance, without this appreciable support it not possible for the company to stands in competitive market, therefore company seeks this support in future too. For and on behalf of the Board of Directors ACE Edutrend Limited Roop Lal Chairman DIN: 06927692 Date: 14th August, 2015 Place: New Delhi |