Mr.
NitinKumar Radheshyam Sharma was appointed as Non-Executive Independent Director w.e.f.
April 21, 2023 on the Board of the Company and subsequently forms part of the Committee.
Mr.
Korudi Jagga Rao was appointed as Non-Executive Independent Director w.e.f. April 21, 2023
on the Board of the Company and subsequently forms part of the Committee.
Mr.
Deep Shankar Srivastava resigned from the position of Non-Executive Independent Director
w.e.f. August 10, 2023 on the Board and Committee of the Company.
SEPARATE
MEETING OF INDEPENDENT DIRECTORS
Separate
Meeting of Independent Directors was held on February 04, 2023.
PARTICULARS
OF EMPLOYEES
The
information in accordance with the provisions of Section 197 of the Companies Act, 2013
read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed Annexure- III.
NOMINATION
& REMUNERATION POLICY
In
terms of provisions of Section 178(3) of the Act, the Nomination and Remuneration
Committee of the Company has formulated and recommended to the Board a policy, containing
the criteria for determining qualifications, competencies, positive attributes and
independence for appointment of a Director (Executive/Non- Executive) and it highlights
the remuneration for the Directors, Key Managerial Personnel and other employees, ensuring
that it covers the matters mentioned in Section 178(4) of the Act. Nomination and
Remuneration Policy approved by the Board forms part of this Report and such policy can be
accessed at www.aceintegrated.com
VIGIL
MECHANISM / WHISTLE BLOWER POLICY
Pursuant
to section 177 of the Companies act, 2013 read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 and regulation 22 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Vigil Mechanism and Whistle-Blower Policy
is already adopted by Board of Directors of the Company which enables the Directors and
Employees to report instances of unethical behavior, fraud or violation of Company’s
Code of Conduct. The policy provides for direct access to the Chairperson of the Audit
Committee and safeguarding the employees and Directors who raises grievances against
victimization.
SEXUAL
HARASSMENT POLICY
The
Company has already adopted the Sexual Harassment Policy and all employees (permanent,
contractual, temporary, trainees) are covered under this policy. There were no incidences
of sexual harassment reported during the year 2021-22 under review, in terms of the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
BUSINESS
RESPONSIBILITY AND SUSTAINABILITY REPORT
Your
Company believes that it can only be successful in the long term by creating value both
for its shareholders and for society. Your Company is mindful of the needs of the
communities and works to make a positive difference and create maximum value for the
society.
SEBI,
vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed
companies (by market Capitalisation) from FY 2022-2023 in respect of reporting on ESG
(Environment, Social and Governance) parameters. Since, we do not fall under this criteria
the Business Responsibility & Sustainability Report for FY 2022-2023 is not applicable
to the Company.
CODE
OF CONDUCT
In
compliance with Regulation 26(3) of the Listing Regulations and the Act, the Company has
framed and adopted Code of Conduct (the Code) for Directors and Senior Management, which
provides guidance on ethical conduct of business and compliance of law. All members of the
Board and Senior Management personnel have affirmed the compliance with the Code as on
March 31, 2023. A declaration to this effect, signed by the Managing Director in terms of
the Listing Regulations is given in the Report of Corporate Governance forming part of
this Annual Report. The Code is made available on the Company’s website
www.aceintegrated.com
PREVENTION
OF INSIDER TRADING
The
Company has adopted a code of conduct for prevention of Insider Trading. The Code of
Conduct is applicable to all the directors and such identified employees of the Company as
well as who are expected to have access to unpublished price sensitive information related
to the company. The Code lays down guidelines, which advises them on procedures to be
followed and disclosures to be made, while dealing with shares of Ace Integrated Solutions
limited, and cautions them on consequences of violations.
FAMILARIZATION
OF INDEPENDENT DIRECTORS
The
details of program for familiarization of Independent Directors with the Company, their
roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company and related matters are put up on the
website of the Company at www.aceintegrated.com. All the Independent Directors of the
Company are made aware of their role, responsibilities & liabilities at the time of
their appointment /re-appointment, through a formal letter of appointment, which also
stipulates various terms and conditions of their engagement.
POLICY
FOR PRESERVATION OF DOCUMENTS
The
Company has Policy for preservation of documents and available on the website of the
Company at www.aceintegrated.com
TERMS
AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTOR
The
Board of Directors has approved the terms and conditions for appointment of Independent
Directors in the Company. The Terms and Conditions are available on the website of the
Company at www.aceintegrated.com.
STATUTORY
AUDITORS
Sanmark
& Associates, Chartered Accountants (FRN - 003343N), Statutory Auditor of the Company
was appointed by the members in the 25th Annual General Meeting for a term of 5
consecutive years i.e., from FY 2022-23 to 2026-27 to hold office from the conclusion of
25th Annual General Meeting until the conclusion of the 30th Annual
General Meeting of the Company to be held in the calendar year 2027.
AUDITOR’S
REPORT
The
Auditors Report on the Audited Financial Statement of the Company for the year ended March
31, 2023 do not contain any qualification, reservation or adverse remark therefore not
required any explanation or comment.
SECRETARIAL
AUDITORS
According
to the provisions of section 204 of the Companies Act, 2013, M/s. Atiuttam Singh &
Associates, Company Secretaries (Membership No. 8719 and C.P. No. 13333) having Office
Address: D-10, First Floor, Gali No. 20, Madhu Vihar, New Delhi - 110092 has been
appointed as Secretarial Auditor of the Company to
conduct
the Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report in form
MR-3 for FY 2022-23 is annexed as Annexure-IV.
The
Secretarial Audit Report for the Financial Year ended on March 31, 2023 issued by
Secretarial Auditor, do not contain any qualification, observation, reservation or adverse
remarks therefore not required any explanation or comment.
Further
in Compliance with Regulation 24A of the Listing Regulations, Annual Secretarial
Compliance Report for the year ended March 31, 2023, issued by M/s. Atiuttam Singh &
Associates, Company Secretaries (Membership No. 8719 and C.P. No. 13333) is annexed as
Annexure-V. The same was filed with Stock Exchange (NSE) on May 29, 2023.
The
Annual Secretarial Compliance Report for the Financial Year ended on March 31, 2023 issued
by Secretarial Auditor, do not contain any qualification, observation, reservation or
adverse remarks therefore not required any explanation or comment.
MANAGEMENT
DISCUSSION AND ANALYSIS REPORT
In
term of Regulation 34 of the Listing Regulations, Managements Discussion and Analysis
Report for the year under review, form part of Board Report and is annexed as Annexure-VI.
INTERNAL
AUDITORS
Pursuant
to the provision of Section 138 of the Companies Act, 2013 the Board appointed M/s. P.
Rastogi & Co., Chartered Accountants (FRN: 028122N) as an Internal Auditor of the
Company for the period of 5 (five) years to conduct Internal Audit for the financial years
2019-20 to 2023-24 and they perform their duties of internal auditors of the Company and
their report are reviewed by the audit committee from time to time.
COST
AUDITORS
The
provisions of Cost Audit are not applicable on your Company. Accordingly, your Company is
not required to conduct the cost audit for the financial year 2022-23.
INDUSTRIAL
RELATIONS
During
the year under review, your Company enjoyed cordial relationship with workers and
employees at all levels.
ANNUAL
EVALUATION BY THE BOARD
The
evaluation framework for assessing the performance of Directors comprises of the following
key areas:
a.
Attendance
of Board Meetings and Board Committee Meetings.
b.
Quality
of contribution to Board deliberations.
c.
Strategic
perspectives or inputs regarding future growth of Company and its performance.
d.
Providing
perspectives and feedback going beyond information provided by the management.
e.
Commitment
to shareholder and other stakeholder interests. The evaluation involves Self-Evaluation by
the Board Member and subsequently assessment by the Board of Directors. A member of the
Board will not participate in the discussion of his / her evaluation.
DIRECTORS’
RESPONSIBILITY STATEMENT
Pursuant
to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors
confirm that:
i.
in
the preparation of the annual accounts for the financial year 2021-22, the applicable
accounting standards have been followed and there are no material departures;
ii.
the
Directors had 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
of the Company for the financial year;
iii.
the
Directors had taken proper and sufficient care to the best of their knowledge and ability
for the maintenance of adequate accounting records in accordance with the provisions of
the Act. They confirm
that
there are adequate systems and controls for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv.
the
Directors had prepared the annual accounts on a going concern basis;
v.
they
have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and operating properly; and
vi.
the
Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENT
We
thank the Government of India and Governments of various states, where the company has its
operations. We also take this opportunity to thank our bankers for their continuous
support to the company.
We
also thank our esteemed customers & clients, vendors and investors for their continued
support during the year. We also take this opportunity to place on record appreciation of
the contribution made by our employees at all levels. Our growth demonstrates their
commitment, handwork, support, and cooperation.
For
and on behalf of the Board of Directors
M/s
ACE INTEGRATED SOLUTIONS LIMITED
|
Sd/- |
Sd/- |
Date:
29.08.2023 |
Chandra
Shekhar Verma |
Amita
Verma |
Place:
Delhi |
(Managing
Director) |
(Director) |
|
DIN:
01089951 |
DIN:
01089994 |
+91-9892691696
