Your Directors present you the 29th Annual Report of your Company and the
Audited Financial Statements for the financial year ended 31st March, 2023.
1. FINANCIAL SUMMARY
Financial Summary and performance Highlights of your Company, for the financial year
ended 31st March, 2023 are as follows:
Financial Highlights:
| Particulars |
2022-23 |
2021-22 |
| Total Revenue |
0 |
0 |
| Total Expense |
1314.88 |
4110.13 |
| Profit/Loss Before Tax |
(1314.88) |
(4110.30) |
| Less: Taxation |
|
|
| Current Tax |
0 |
0 |
| Deferred Tax |
(733.03) |
(275.33) |
| Profit/Loss After Tax |
(2047.91) |
(4385.46) |
2. RESULTS OF OPERATIONS
The Company has not generated any revenue for the financial year 2022-23. The Net Loss
after tax stood for Fy 2022-23 at Rs. 2047.91 (in thousands) as against Net Loss after tax
Rs. 4385.46 (in thousands) in the previous year
3. DIVIDEND
The Company has suffered loss in the year 2022-23 hence it is not in the position to
recommend any dividend for the period ended March 31, 2023.
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
24
There are no material changes and commitments affecting the financial position of the
Company occurred after the end of the financial year to which these 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, 2023.
| Sr. No. Name of Director/KMP |
Designation |
Date of Appointment |
Date of Cessation |
| 1. Mr. Monendra Srivastava |
Managing Director |
17/05/2016 |
- |
| 2. Mr. Prasanna Laxmidhar Mohapatra |
Independent Director |
15/04/2022 |
- |
| 3. Mr. Umaid Raj Tater |
Independent Director |
25/08/2017 |
- |
| 4. Mr. Suresh Kumar Sharma |
Independent Director |
25/08/2017 |
- |
| 5. Ms. Himani Sharma |
Executive Director |
13/11/2018 |
- |
| 6. Ms. Sushma Jain |
Independent Director |
15/04/2022 |
- |
7. ANNUAL RETURN
The 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 shall
be published on the website of the company at www.aceedutrend.co.in
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 arms
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-1.
10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
There were four meetings of the Board held during the year:
| BM No. |
Date |
| 01/2022-23 |
15.04.2022 |
| 02/2022-23 |
10.08.2022 |
| 03/2022-23 |
14.11.2022 |
| 04/2022-23 |
10.02.2023 |
The gap between any two meetings has been less than one hundred and twenty days and one
meeting in each quarter has been 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,
2023, 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, 2023 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 Asha & Associates, Chartered Accountants (Firm Registration No. 000369N),
were appointment as the statutory auditors of the Company based on their consent and
certificate furnished by them in terms of Section 141 of the Companies Act, 2013, upto the
conclusion of Annual General Meeting to be held in the year 2023.
The requirement for the annual ratification of the auditors appointment at the AGM has
been omitted pursuant to Companies (amendment) Act, 2017 notified on May 7, 2018.
13. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act, 2013, the Company appointed M/s Apoorv
& Associates, a Practicing Company Secretary as its Secretarial Auditor to conduct the
Secretarial Audit of the Company for FY 2022-23. The Report of Secretarial Auditor (Form
MR-3) for the FY 2022-23 is annexed to the report as
Annexure-2.
14. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION
There were qualifications by the Statutory Auditors and 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 Companys operations in future.
17. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Companys 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 Regulation 16B of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 so as to qualify themselves to be appointed as Independent Directors under the
provisions of the Companies Act, 2013 and the relevant rules.
19. COMPANYS 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 as Annexure-3.
20. PERFORMANCE EVALUATION OF THE BOARD
Regulation 4 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 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 and regulation 17(10) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 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 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 criteria of Corporate Social Responsibility as prescribed under Section 135 of the
Companies Act, 2013 is not applicable on the Company. Thus, there is no requirement to
constitute a committee, formulate the policy and spent amount on Corporate Social
Responsibility.
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.co.in
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 2022-23 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 134(1)(m) of the Act read with Companies
(Disclosures of Particulars in the Report of the Board of Directors) Rules, 2014 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 2022-23.
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 doesnt have any subsidiary, joint venture or associate Company.
29. SEXUAL HARASSMENT POLICY
In order to prevent sexual harassment of women at work place, Company has formed the
policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act. During the year there were no instances and complaint of harassment
against the Company.
30. CORPORATE GOVERNANCE
The Company is not be mandatorily required to submit Corporate Governance Report as the
equity share capital and net worth of the Company is less than required limits as on the
last date of the previous financial year. But the company has provided Corporate
Governance Report for information purpose.
31. LISTING OF SHARES
Your Companys shares are listed on the Bombay Stock Exchange of India Limited. The
shares are suspended for trading due to non-payment of Annual Listing fee. However the
company has cleared the dues of the exchange upto financial year 2019-20 and coordinating
with the exchange to find out the outstanding amount and clear the dues thereafter.
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.
33 . DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors
Certificate thereon, and the integrated Management Discussion and Analysis are attached,
which forms part of this report. The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and that such systems are adequate and operating
effectively.
34.OTHER DISCLOSURES
* No applications made or any proceedings pending under the Insolvency and Bankruptcy
Code, 2016 during the year against the company. * No One time Settlement made in respect
of any loan from Banks and Financial Institution.
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 Companys 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
Companys 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.
| By order of the Board of Directors |
|
| For ACE EDUTREND LIMITED |
|
|
- |
| Monendra Srivastava |
Himani Sharma |
| Managing Director |
Director |
| DIN: 07489845 |
DIN: 08299061 |
| Date: 01.09.2023 |
|
| Place: New Delhi |
|
+91-9892691696
