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Ace Software Exports

BSE: 531525|ISIN: INE849B01010|SECTOR: Computers - Software Medium & Small
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Directors Report Year End : Mar '15    Mar 14
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
Source : Dion Global Solutions Limited
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