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Ace Men Engg Works Ltd.

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Annual Report

For Year :
2015

Director’s Report

Dear Members, The Directors have pleasure in presenting their 35th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31st, 2015. The summarized standalone and consolidated financial performance of the company is as follows: 1. Financial Results (Amount in Rs.) STANDALONE CONSOLIDATED Particulars 2014-15 2013-14 2014-15 2013-14 Profit Before Tax & Provision 63,389 2,411 58,666 3,632 Less: Provision For Tax 44,210 745 44,210 1,099 Profit After Tax 19,179 1,666 14,456 2,533 Profit/ Loss Brought Forward From Previous Year (47,475) (49,141) (97,225) (99,788) Profit/ Loss Available for Appropriation 19,179 1,666 14,456 2,533 Transfer To Reserve Nil Nil Nil Nil Proposed Dividend Nil Nil Nil Nil Tax on Proposed Dividend Nil Nil Nil Nil Profit/ Loss Carried Forward (28,296) (47,475) (82,799) (97,255) Basic/Diluted Earnings Per Share 0,01 0.00 0.01 0.00 2. Dividend Your Directors have not recommended any dividend for the financial year 2014-15 in view of re- investment of the surplus in order to maintain a healthy capital adequacy ratio to support long term growth of your company. 3. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year. 4. Reserves Your Directors have not proposed to transfer the accumulated profit to Reserves during the year. 5. Grief description of the Company''s working during the vear/State of Company''s affair The Company''s Primary business is trading in Sarees having a wide variety of fabrics and designs. The company has resumed its operation this financial year (2014-15] with Standalone revenue of Rs. 139.51 Lakhs (Approx.), expenditure Rs 138.88 Lakhs (Approx.) and profit before tax amounted to Rs. 0.63 Lakhs (Approx.] and Consolidated revenue of Rs. 139.68 Lakhs (Approx.), expenditure Rs 139.09 Lakhs (Approx.) and profit before tax amounted to Rs. 0.59 Lakhs (Approx.) ft. Change in the nature of business, if any There is no Change in the nature of business of company during the financial year. 7 Past Balance Sheet Events No material changes have been occurred between the end of the financial year of the company to which the financial statements relate and the date of the report 8 Details in respect of adequacy of infernal financial controls with reference to the Financial Statements. The directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. q. Details of Subsidiary/joint Ventures/Associate Companies The Statement in Form AOC-I containing the salient feature of the financial statement of your Company''s subsidiaries, associates and joint venture companies pursuant to first proviso to Section 129(3) of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report Further, in line with Section 129(3) of the Act read with the aforesaid Rules, the Listing Agreement with the Stock Exchanges and in accordance with the Accounting Standard 21 (AS-21), Consolidated Financial Statements prepared by your Company include financial information of its subsidiary companies. The company has three wholly owned subsidiary companies: i) Jahman Merchants Private Limited ii) Mahabala Deal trade Private Limited iii) Arunesh Commonages Private Limited 10. Deposits The company has neither accepted nor renewed any deposits during the year, covered under Chapter V of the Act 11 Statutory Auditors M/s P. D. RANDAR & CO, Chartered Accountants, have been re-appointed as Statutory Auditors of the company till the conclusion of the Annual General Meeting of the company to be held in the year 2019 (subject to ratification of their re- appointment at every AGM) and the Directors of the Company shall fix the remuneration from time to time in consultation with the Audit Committee. 12 Auditors ''Report The observations made by the Auditors are self- explanatory and do not require any to oil Further, the explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report is given. 13 Share Capital Issue of equity shares with differential rights The Company has not issued any of its securities with differential rights during the year under review. Buy Back of Securities The company has not bought back any of its securities during the year under review. Sweat Equity, Bonus Shares & Employee Stock Option Plan The company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employees. Preferential Issue of Securities The company has issued 600,000 equity shares of Rs 10/- on preferential basis to Non- Promoters during the year and as on date the entire capital is listed with Calcutta Stock Exchange. 14 Extract of the Annual Return The extract of the Annual Return pursuant to the provisions of section 92 read with Rule 12 of the Companies (Rules), 2014 is furnished in Annexure A (MGT - 9) and is attached to this Report 15. Conservation of energy Technology absorption and Foreign earnings and Outgo The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of lonesome of energy and technology absorption prescribed by the rules are not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year. 16. Corporate Social Responsibility (CSR) As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crore or more during any financial year the disclosures as per Rule 9 of Companies [Corporate Social Responsibility Policy) Rules, 2014 is not applicable. 17. proctors: A) Changes in Directors and Key Managerial Personnel Pursuant to the Resolution of the Board of Directors passed at its meeting: i) Mr. Mahesh Sharma has been appointed as an Independent Director on 25th July 2014 and further regularized in the Annual General Meeting held on 22nd August 2014. ii) Mr. Rajesh Sharma has been appointed as Managing Director w.e.f 23rd August 2014 for a period of five years. iii) Mr. Rajesh Kumar Yadav has been appointed as Company Secretary w.e.f December 2014 and has placed his resignation on 30th January 2015. iv) Mr Arindam Roy Chowdhury has been appointed as Company Secretary w.e.f 30th January 2015 v) Mr. Tarun Kumar Newatia has been appointed as an Independent Director of the company w.e.f. 18th March 2015 and will be regularized at the upcoming AGM. Further Mrs. Priti Sharma, Director of the Company will also be designated as Chief Financial Officer w.e.f. 28.05.2015. B) Declaration by an Independent Director(s) and re- appointment Mr Tarun Kumar Newatia, Mr. Mulchand Gupta and Mr. Mahesh Sharma, Independent Directors of the Comoanvha Confirmed that they fuelled all the conditions of the Independent Directorship, laid down in SSK an 149 of the Companies Act 2013 and the rules made there under and the some have been noted by the Board. C] Formal Annual Evaluation in compliance with the Schedule IV of the Companies Act 2013, a meeting of the Independent Directors of the company was held to review and evaluate the performance of the Non- Independent Directors and the has of the company king into account the views of the Executive Directors and Non- Executive Disk asking the entity and timeliness of flow of management and the Board and also to review the overall performance of the Board The meeting of the company was held on 30th January 2015, wherein the performance of the Board as a whole was evaluated. 18. Number of meeting of the Board of Directors Six Meetings of the Board of Directors were held during the Financial year 2014-15. These were held on the following dates: i) 28th May, 2014 ii) 25th July, 2014 iii) 25th August, 2014 iv) 28th October, 2014 v) 30th January, 2015 vi) 18th March, 2015 One Extra Ordinary General Meeting was held on 19th May, 2014 for private placement of equity shares to Strategic Investors not forming part of the promoter group. 19. Audit Committee Composition of the Audit committee is in accordance with the requirements of section 177 of the Companies Act 2013 which is stated below: Nmae Designation Tarun Kumar Newatia Chairman Rajesh Kumar Sharma Member Mulchand Gupta Member Mahesh Sharma Member 20. Order of Court The company is not subject to any legal proceedings and claims which will have a material or adverse effect on the going concern status or company''s operations or financial conditions. 21.Sexual Harassment Of Women At Work Place The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There were nil complaints received during the year under review. 22. Details of establishment of vigil mechanism for directors and employees Pursuant to sub-section (9) & (10) of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Whistle Blower Policy (Vigil mechanism) for Directors and Employees of the Company to report their genuine concerns or grievances. The policy was approved by the Board of Directors of the Company at its meeting held on 25th August 2014 and the Audit Committee was empowered by the Board of Directors to monitor the same and to report to the Board about the complaints in an unbiased manner. 23. Nomination and Remuneration Committee Composition of the Nomination & Remuneration Committee is in accordance with the requirements of section 178(1) of the Companies Act 2013. The composition is as under: Name Designation Tarun Kumar Newatia Chairman Rajesh Kumar Sharma Member Mulchand Gupta Member Mahesh Sharma Member 24. Particulars of Loans. Guarantees or Investments Loans, guarantees or investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report 25. Particulars Of Contracts Or Arrangements With Related Parties: Your company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an arm''s length basis during the financial year 2014-15. 26. Managerial Remuneration; The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors. 27. Secretarial Audit Report The Secretarial Audit Report has been given by Bira Agarwal, Company Secretary and there is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report 28. Corporate Governance Certificate The Corporate Governance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement has been annexed with the report 29. Risk management policy The company does not have any Risk Management policy as the element of risk threatening the company''s existence is very minimal. 30. Familiarization Programme for independent Directors In terms of clause 49(ii) (B)(7) of the listing Agreement your company is required to conduct the Familiarization programme for independent Directors (IDS) to familiarize them about their roles rights responsibilities in your company nature of the industry in which your company operate business model of your company etc., through various initiatives the details of such familiarization programmes are available on your company''s website www.acumenengg.co.in and a link to the said programms has been provided elsewhere in this Annual Report 31. Directors'' Responsibility Statement Pursuant to Section 134[5) of the Companies Act, 2013, your Directors confirm that- a) in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures. b) the directors 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 at the end of the financial year and of the profit and loss of the company for that period. c) the directors 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; 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 were operating effectively and, 32. Acknowledgement f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 32. Acknowledgements. Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders bankers and other business constituents during the year under review. For and on behalf of the Board of Directors Sd/ Rajesh Kumar Sharma Priti Sharma Managing Director Chief Financial Officer & Director Din: 02645337 Din: 06831065 Place: Kolkata Date: 28th May 2015

Director’s Report