Ace Integrated Solutions Ltd Directors Report.

To,

The Members,

ACE INTEGRATED SOLUTIONS LIMITED

The Directors of your Company are pleased to present their 23rd Annual Report on the business and operations of the Company along with the Audited Annual Financial Statements and the Auditors Report thereon for the financial year ended March 31, 2020. The financial highlights for the year under review are given below:

1.FINANCIAL HIGHLIGHTS:

PARTICULARS FIGURES FOR 31.03.2020 FIGURES FOR 31.03.2019
Revenue from operations 1 5,95,07,981 3
Other Income 4
Total Revenue 13,95,73,776 6
Expenses (12,61,08,511) (5,74,70,433)
Profit Before Tax 1,34,65,265 59,40,504
Provision for Current Tax (36,90,000) (12,50,000)
Deferred Tax Liability 6,83,844 (10,90,021)
Income Tax Adjustments (4,95,217) 0
Profit After Tax 9
Surplus brought forward from last year 3,56,98,960 3
Share Premium 5,40,00,000 5
Balance Carried Forward 9,96,62,852 8

DIVIDEND

Your Directors do not propose any dividend on the Equity Shares for the Financial Year ended March 31, 2020.

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 10 (Ten) Crore and there is no change in the Authorized Share Capital of the Company during the financial year 2019-20.

SHARE CAPITAL

The Paid-up Share Capital of the Company is Rs. 6.80 Crore and there is no change during the financial year 2019-20.

CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company during the year.

DEPOSITORY SYSTEM

All 68,00,000 equity shares of the Company are in dematerialized form as on March 31, 2020. No share of the Company is held in physical mode.

LISTING

Your Company is listed on Emerge Platform of National Stock Exchange of India Limited (NSE Emerge) since July 13, 2017.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

No unclaimed amount is pending to transfer in investor education fund.

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENTS

During the year under review, your Company does not have any subsidiaries or joint ventures or associate companies as defined under Companies Act, 2013 therefore, no such information is required to be furnished.

DEPOSITS

The Company has not accepted any deposits from public during the year 2019-20.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RESPECT TO THE FINANCIAL STATEMENT

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board and audit committee review the effectiveness of the Companys internal control system.

The Board of Directors confirm that the Internal Financial Controls are adequate with respect to the operations of the Company. A report of Auditors pursuant to section 143(3) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2020 AND DECEMBER 02, 2020 (DATE OF THE DIRECTORS REPORT)

MATERIAL IMPACT OF COVID-19 PANDEMIC

1 Impact of the COVID-19 pandemic on the business The COVID-19 pandemic is spreading throughout the world, including India, which led to nationwide lockdown from March 24, 2020. The company is in the business of manpower recruitment of various Govt/ Semi Govt organization but the date of examination for manpower recruitment fall during this lockdown has been postponed for later dates. The Company had temporary shutdown its office from March 24, 2020 during the period of lockdown and restrictions by the government of India and provided ‘Work from Home to its employees in compliance with government directions in the wake of COVID-19 outbreak but now Company has completely restarted its operations.
In view of the Covid-19 outbreak the Company is facing many difficulties to file tenders with the departments and not able to conduct exams due to non-availability o f examination centres in fear of Covid-19 and government department are also reluctant to conduct exams and many other restrictions imposed by the government of India, state government and other regulatory authorities.
2 Ability to maintain operations including the factories/units/office spaces functioning and closed down The Company is taking safety precautions for its employees like maintenance of social distancing, use of hand sanitizer, use of face masks, cleaning of office premises regularly because the office is o pened completely.
3 Schedule, if any, for restarting the operations The Company has restarted its operations.
4 Steps taken to ensure smooth functioning o f operations The Company is strictly following all the guidelines issued by the regulatory authorities and is in compliance with the norms to operate its operations. Further the company adhere proper preventive measures like social distancing, thermal screening, providing face masks, sanitizers and gloves to all the employees, frequently cleaning and sanitization of office/work place to avoid the containment of Corona Virus. The Company have made the arrangement for thermal screening, sanitizer, face mask and gloves at the entry gate of the office. Further the Company is taking various such other precautions to ensure the safety and well-being of all employees.
5 Estimation of the future impact of COVID 19 on its operations Impact assessment of COVID-19 is a continuing process considering the uncertainty involved thereon since the nature of business of the Company is totally in public domain hence operations are suffering due to this Covid- 19 pandamic.
6 Details of impact of COVID-19 on listed entitys
6(a) capital and financial resources We have adequate capital for business but due to Covid-19 pandemic working capital cycle is getting stretched day by day.
6(b) profitability In view of lock down, the profitability during 1st half year (April 2020 to September 2020) is adversely impacted and the Company has loss in its financial results for the half year September 30, 2020.
6(c) liquidity position Our mostly client are government sector organization and they have been shut down during lockdown due to which payment could not have been release from them resulting our liquidity position is adversely affected.
6(d) ability to service debt and other financing arrangements COVID-19 has certainly brought many challenges and uncertainties to the business. However, Company is making all the possible efforts to pay loans or other debts to the concern parties and the Company has not availed any moratorium from Bank.
6(e) assets None of our assets got impaired due to COVID-19 till date.
6(f) internal financial reporting and control Internal financial reporting and control are fully functioning.
6(g) supply chain Due to Covid-19 pandemic, we are facing many problems while supplying our services like non availability of examination centres, restrictions by the some of the state government, transport problem etc. but after taking all the precautions we are supplying our services to the clients in restricted manners.
6(h) demand for its products/services. Due to Covid-19 pandemic the education sector and examination process is highly impacted therefore the demand for our services was adversely affected but we expect that the demand for our services would revive once the situation comes to its normalcy.
7 Existing contracts/agreements where nonfulfillment of the o bligations by any party will have significant impact on the listed entitys business In the period of lockdown, the Company could not execute its tender and conduct exams falling on the dates during lockdown and the dates of exam was shifted on later date.
8 Other relevant material updates about the listed entitys business The Company has executed a government project before lockdown and nearly Rs. 4 (Four) Crore bills are pending with them, the Company has performed 99% operation but billing is pending due to govt. decision pending regarding publication of result.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT-9 is annexed as Annexure-I.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the requirement of the Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Account) Rules, 2014 forms part of this Boards Report and is annexed as Annexure-II.

RELATED PARTY TRANSACTION

All contracts/arrangements/transactions entered by the Company with related parties are at arms length basis. The details of the related party transactions are set out in Notes to the Financial Statements of the Company and form AOC - 2 pursuant to section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in Annexure-III.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of section 135 of the Companies Act, 2013, Corporate Social Responsibility Policy is not applicable to your Company. Accordingly, the CSR Committee was not constituted.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED / RETIRED DURING THE YEAR: -

The Board has appointed Mrs. Amita Verma (DIN: 01089994) as Whole-time Director for the period of 5 (five) years with effect from 30.08.2019 and the approval of shareholders were granted in the Annual General Meeting held on September 30, 2019.

The Board has re-appointed Mr. Vikram Gandhi (DIN: 06550307) as a Non-Executive Independent Director for the period of 3 (three) years with effect from 23.02.2019 and the approval of shareholders were granted in the Annual General Meeting held on September 30, 2019.

The Board has appointed Mr. Deep Shankar Srivastava (DIN: 02168299) as a Non-Executive Independent Director for the period of 5 (five) years with effect from 23.02.2019 and the approval of shareholders were granted in the Annual General Meeting held on September 30, 2019.

In accordance with the provisions of section 152 of the Companies Act, 2013, Mr. Chandra Shekhar Verma (DIN: 01089951) retired by rotation at the Annual General Meeting held in the year 2019 and being eligible offer himself for re-appointment and he was re-appointed by the shareholders in the Annual General Meeting.

In accordance with the provisions of section 152 of the Companies Act, 2013, Mrs. Amita Verma, Whole-time Director would retire by rotation at the forthcoming AGM and being eligible, offered herself for re-appointment.

After the date of closure of financial year on March 31, 2020, the Board has appointed Mr. Rajeev Ranjan Sarkari (DIN: 08804128) as an Additional Director in the category of Non-Executive Independent Director for the period of 5 (five) year w.e.f. 12.11.2020 subject to the approval of the shareholders in the ensuing Annual General Meeting.

After the date of closure of financial year on March 31, 2020, Mr. Akhilesh Kumar Maheshwari (DIN: 00062645) due to his pre-occupation, has resigned from the position of Independent Director w.e.f. August 04, 2020.

After the date of closure of financial year on March 31, 2020, Ms. Shivangi Chandra (DIN: 07559119) due to her pre-occupation elsewhere, has resigned from the position of Director w.e.f. August 13, 2020.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and rules made thereunder and relevant regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS

The Board meets at regular intervals to discuss and decide on Company / Business policy and strategy apart from other Board business. The Board / Committee Meetings are prescheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The Board of Directors duly met 4 (Four) times during the financial year from 01.04.2019 to 31.03.2020. The dates on which the meetings were held are as follows:

S. No. Types of Meeting Date of Meeting
1. Board Meeting 30.05.2019
2. Board Meeting 30.08.2019
3. Board Meeting 13.11.2019
4. Board Meeting 12.02.2020

The Committees Meeting held during the financial year from 01.04.2019 to 31.03.2020. The dates on which the meetings were held are as follows:

AUDIT COMMITTEE MEETINGS

The members of Audit Committee duly met 4 (four) times during the financial year from 01.04.2019 to 31.03.2020. The dates on which the meetings were held are as follows:-

S. No. Types of Meeting Date of Meeting
1. Audit Committee Meeting 30.05.2019
2. Audit Committee Meeting 30.08.2019
3. Audit Committee Meeting 13.11.2019
4. Audit Committee Meeting 12.02.2020

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS

The members of Stakeholders Relationship Committee duly met 4 (four) times during the financial year from 01.04.2019 to 31.03.2020. The dates on which the meetings were held are as follows:-

S. No. Types of Meeting Date of Meeting
1. Stakeholders Relationship Committee Meeting 30.05.2019
2. Stakeholders Relationship Committee Meeting 30.08.2019
3. Stakeholders Relationship Committee Meeting 13.11.2019
4. Stakeholders Relationship Committee Meeting 12.02.2020

No complaints were received from the shareholders during the year 2019-20.

NOMINATION AND REMUNERATION COMMITTEE MEETINGS

The members of Nomination and Remuneration Committee duly met 4 (Four) times during the financial year from 01.04.2019 to 31.03.2020. The dates on which the meetings were held are as follows: -

S. No. TYPES OF MEETING DATE OF MEETING
1. Nomination and Remuneration Committee Meeting 30.05.2019
2. Nomination and Remuneration Committee Meeting 30.08.2019
3. Nomination and Remuneration Committee Meeting 13.11.2019
4. Nomination and Remuneration Committee Meeting 12.02.2020

CONSTITUTION OF COMMITTEES

The constitution of Audit Committee has been changed in the meeting held on November 12, 2020 and the new constitution of the committee is as follows: -

Name of Directors Designation in Committee Nature of Directorship
Mr. Deep Shankar Srivastava Chairman Non-executive Independent Director
Mr. Vikram Gandhi Member Non-executive Independent Director
Mr. Rajeev Ranjan Sarkari Member Non-executive Independent Director
Mr. Chandra Shekhar Verma Member Managing Director

The constitution of Stakeholders Relationship Committee has been changed in the meeting held on November 12, 2020 and the new constitution of the committee is as follows: -

Name of Directors Designation in Committee Nature of Directorship
Mr. Deep Shankar Srivastava Chairman Non-executive Independent Director
Mr. Rajeev Ranjan Sarkari Member Non-executive Independent Director
Mr. Chandra Shekhar Verma Member Managing Director

The constitution of Nomination and Remuneration Committee has been changed in the meeting held on November 12, 2020 and the new constitution of the committee is as follows: -

Name of Directors Designation in Committee Nature of Directorship
Mr. Vikram Gandhi Chairman Non-Executive Independent Director
Mr. Deep Shankar Srivastava Member Non-Executive Independent Director
Mr. Rajeev Ranjan Sarkari Member Non-Executive Independent Director

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Separate Meeting of Independent Directors was held on February 12, 2020.

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-IV.

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.

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 2019-20 under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CODE OF CONDUCT

During the year no Board members and senior management personnel has violated the provision of Code of Conduct.

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

M/s Sadana & CO., Chartered Accountants, FRN No. 011616N is the Statutory Auditors of the Company, appointed in the 20th Annual General Meeting for the period of five consecutive years i.e. 2017-18 to 2021-22.

AUDITORS REPORT

The Auditors Report on the Audited Financial Statement of the Company for the year ended March 31, 2020 do not contain any qualification, reservation or adverse remark therefore not required any explanation or comment.

SECREATRIAL 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 2019-20. The Secretarial Audit Report forms part of Annual Report annexed as Annexure-V.

The Secretarial Audit Report for the Financial Year ended on March 31, 2020 issued by Secretarial Auditor have observation in its report:-

The Company has failed to submit Annual report to the stock exchange for the financial year ended on 31st March 2019 as per the provisions of Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Explanation and Comment of the Board: -

The point observed by Secretarial Auditor in its Audit Report for the FY 2019-20 were taken note in the Board Meeting and the said non-compliance under regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 for submission of Annual Report for financial year 2018-19 was happened due to inadvertence and complied delayed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report 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 has 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 2019-20.

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 2019-20, 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/-
Chandra Shekhar Verma Amita Verma
(Managing Director) (Director)
DIN: 01089951 DIN: 01089994

Date: 02.12.2020 Place: Delhi

EXTRACT OF ANNUAL RETURN

FORM MGT 9

(Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company (Management & Administration) Rules, 2014)

Financial Year ended on 31.03.2020 I. REGISTRATION & OTHER DETAILS

CIN L74140DL1997PLC088373
Registration Date 0 4.07.1997
Name of the Company Ace Integrated Solutions Limited
Category/Sub-category of the Company Company having Share Capital
Address of the Registered office & contact details B-13, DSIDC Complex, Functional Industrial Estate, Industrial Area Patparganj, New Delhi 110092
Phone No. 011-49537949, 011-22162970
Email id: ceo@aceintegrated.com, cs@aceintegrated.com
Website: www.aceintegrated.com
Whether listed company Yes, Listed on NSE Emerge
Name, Address & contact details of the Bigshare Services Private Limited
Registrar & Transfer Agent, (if any). CIN: U99999MH1994PTC076534
Corporate Office: 1st Floor, Bharat Tin Works Building, Opp.
Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai
400059
Tel: 022-62638200, Fax: 022-62638299
Email: info@bigshareonline.com
Website: www.bigshareonline.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated

S. No. Name & Description of main products/services NIC Code of the Product/service % to total turnover of the Company
1 Assisting various Govt/ Semi Govt organization/ 78300 96.83%
Management in recruitment of Human Resources

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. NO. Name & CIN/GLN Address of the Company CIN/GLN Subsidiary/ Associate % of Shares Held Applicable Section
NIL

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Category-wise Share Holding

(ii) Shareholding of Promoter

S N Shareholders Name

Shareholding at the beginning of the year (01.04.2019)

Shareholding at the end of the year (31.03.2020)

% change in shareholdi ng during the year
No. of Shares % of total Shares of the compan y %of Shares Pledged / encumber ed to total shares No. of Shares % of total Shares of the company % of Shares Pledged / encumbere d to total shares
1 Chandra Shekhar Verma 2300000 33.82 Nil 2300000 33.82 Nil Nil
2 Amita Verma 2199700 32.35 Nil 2199700 32.35 Nil Nil
3 Shivangi Chandra Ace Integrated 500000 7.35 Nil 5 00000 7.35 Nil Nil
4 Education Private Limited 100 0.0015 Nil 100 0.0015 Nil Nil
5 Shivam Online Education and Calibre Testing Lab Private Limited 100 0.0015 Nil 100 0.0015 Nil Nil
6 Shivani Realbuild Private Limited 100 0.0015 Nil 100 0.0015 Nil Nil
Total 5000000 73.53 Nil 5000000 73.53 Nil Nil

(iii) Change in Promoters Shareholding (please specify, if there is no change *)

beginning of the year

se/ Decrea se during the year

Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 5000000 73.53
1 Chandra Shekhar Verma 2300000 3 3.82 2300000 33.82
2 Amita Verma 2199700 3 2.35 2199700 32.35
3 Shivangi Chandra 5 00000 7.35 - - - 5 0 0000
4 Ace Integrated 100 0.0015 - - - 100 0 .0015
Education Private
Limited
5 Shivam Online 100 0.0015 - - - 100 0 .0015
Education and Calibre
Testing Lab Private
Limited
6 Shivani Realbuild 100 0.0015 - - - 100 0 .0015
Private Limited
At the end of the year 5000000 73.53

(iv)Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

SN Particulars

Shareholding at the

Date beginning of the year Increase / Decrease during the year Reason

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 264000 3 .88
1 Sunvision Tradezone Private Limited No Change
At the end of the year 264000 3 .88
At the beginning of the year 234000 3 .44
2 Shorya Mercantile Private Limited 1 3.03.2020 18000 Sell 2 16000
At the end of the year 216000 3 .18
At the beginning of the year 138000 2 .03
3 Mangal Murthy Traders LLP 2 9.09.2019 15000 Buy 1 53000
0 4.10.2019 6000 Buy 1 59000
1 1.10.2019 9000 Buy 1 68000
1 8.10.2019 12000 Buy 1 80000
0 8.11.2019 3000 Buy 1 83000
At the end of the year 183000 2 .69
At the beginning of the year Nil Nil
4 Helicon 1 4.02.2020 78000 Buy 78000 1
Trading House Private Limited 1 3.03.2020 21000 Buy 99000 1
At the end of the year 99000 1 .46
At the beginning of the year 66000 0 .97
5 LVS Financial Services Private Limited 66000 0 .97 No Change
At the beginning of the year 60000 0 .88
6 Shri Varda Pacific Securities Ltd 60000 0 .88 No Change
At the beginning of the year 57000 0 .84
7 Shree Vishnupriya Finance & Leasing Limited 57000 0 .84 No Change
8 Basist Fincap Limited 45000 0 .66 No Change
At the beginning of the year 42000 0 .62
9 Anu Colonisers Ltd . No Change
At the end of the year 42000 0 .62
At the beginning of the year 42000 0 .62
10 BLS Infrabuild Private Limited At the end of the year 42000 0 .62 No Change

(v) Shareholding of Directors and Key Managerial Personnel:

SN Particulars

Shareholding at the beginning of the year

Date Increase / Decrease during the year Reason

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 2300000 33.82
1 Chandra Shekhar Verma No Change
(Managing Director)
At the end of the year 2300000 33.82
At the beginning of the year 2199700 32.35
2 Amita Verma (Whole-time Director) No Change
At the end of the year 2199700 32.35
At the beginning of the year 500000 7.35
3 Shivangi Chandra (Director) No Change
At the end of the year 500000 7.35
At the beginning of the year 72000 1.06
4 Akhilesh Kumar Maheshwari (Independent Director) No Change
At the end of the year 72000 1.06
At the beginning of the year Nil Nil
5 Vikram Gandhi (Independent Director) No Change
At the end of the year Nil Nil
At the beginning of the year Nil Nil
6 Deep Shankar Srivastava No Change
(Independent Director)
At the end of the year Nil Nil
At the beginning of the year 3000 0.04
7 Ranjeet Singh (Company Secretary) No Change
At the end of the year 3000 0.04
At the beginning of the year 3000 0.04
8 Rohit Goel (CFO) No Change
At the end of the year 3000 0.04

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Secured Loan Unsecured Deposits Total
excluding deposits Loans Indebtedness
Indebtedness at the beginning of the financial year.
(i) Principal Amount 9 3,08,965 17,09,692 Nil
(ii) Interest due but not paid Nil Nil Nil Nil
(iii) Interest Accrued but not Nil Nil Nil Nil
due,
Total (i + ii + iii) 9 3,08,965 1 7,09,692
Change in the indebtedness during the financial year
Addition Nil Nil Nil Nil
Reduction 2,83,761 8,76,553 Nil
Net Change (2,83,761) (8,76,553) Nil (11,60,314)
Indebtedness at the end of the financial year
(i) Principal Amount 90,25,204 8,33,139 Nil
(ii) Interest Due but not paid Nil Nil Nil Nil
(iii) Interest Accrued but not due Nil Nil Nil Nil
Total (i + ii + iii) 90,25,204 8,33,139 Nil

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. No.Particulars of Remuneration Mr. Chandra Shekhar Verma (Managing Director) Mrs. Amita Verma (Whole-time Director) Total Amount
1. Gross Salary
(a) Salary as per the provisions contained in section 17 (1) of the Income Tax Act, 1961 21,97,500/- 11,57,500/- 33,55,000/-
(b) Value o f perquisites u n der section 17 (2) of the Income Tax Act, 1961
(c) Profits in lieu of salary under section 17 (3) of the Income - - -
Tax Act, 1961
2. Stock Option - - -
3. Sweat Equity - - -
4 Commission
(a) As % of Profits - - -
(b) Others (Specify) - - -
5 Others, please specify - - -
Total (A) 2 1
Ceiling as per the Act.

The remuneration paid to Managing Director and Whole-time Director as per Companies Act, 2013

B. Remuneration to other directors;

Sl. No. Particular of Remuneration

Name of the Director

Total Amount
Mr. Akhilesh Kumar Maheshwari (Independent Director) Mr. Vikram Gandhi (Independen t Director) Mr. Deep Shankar Srivastava (Independe nt Director) Ms. Shivangi Chandra (Non- Executive Director)
1. Independent Directors
Fee for attending 15,000/- 10,000/- 20,000/- 45,000/- -
Board and
Committee meetings
Commission - - - -
Others (Please specify) - - - -
Total (1) - - - -
2. Other Non- - - - Total
Executive Amount
Directors
Fee for attending - - 20,000/- 20,000/-
Board and
Committee meetings
Commission - - - -
Others (Please specify) - - - -
Total (2) - - - -
Total B = (1 + 2) - - - -
Total Managerial 15,000/- 10,000/- 20,000/- 20,000/- 65,000/-
Remuneration
Overall Ceiling as per the Act. Sitting fees paid to above directors as per the Companies Act, 2013

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/WTD

(Amount in )

S N Particulars of Remuneration

Key Managerial Personnel

CEO Ranjeet Singh (Company Secretary) Rohit Goel (CFO) Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 - 4,69,806/- 6,17,400/- 10,87,206/-
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - - -
(c) Profits in lieu of salary under section - - - -
17(3) Income-tax Act, 1961
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission - - - -
- as % of profit - - - -
others, specify… - - - -
5 Others, please specify - - - -
Total - 4,69,806/- 6,17,400/- 10,87,206/-

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority (RD/ NCLT/Court) Appeal made if any (give details
A. COMPANY
Penalty Punishment Compounding None
B. DIRECTORS
Penalty Punishment Compounding None
C. OTHER OFFICERS IN DEFAULT
Penalty Punishment Compounding None
For and on behalf of the Board of Directors
M/s ACE INTEGRATED SOLUTIONS LIMITED
Sd/- Sd/-
Chandra Shekhar Verma Amita Verma
(Managing Director) (Director)
DIN: 01089951 DIN: 01089994

Date: 02.12.2020

Place: Delhi

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE

EARNING AND OUTGO ETC:

Particulars of Conservation of energy, Technology absorption and Foreign exchange earnings and outgo in terms of Section 134 (3) of the Act read with Rule, 8 of the Companies (Accounts) Rules, 2014, forming part of the Directors Report for the year ended March 31, 2020.

A. CONSERVATION OF ENERGY

The Company continues to work towards Conservation of Energy and has been taking various measures like replacement of outdated energy intensive equipment with energy saving equipment and timely maintenance of electrical equipment etc.

B. TECHNOLOGY ABSORPTION

The Company has not imported any technology during the year under review.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign Exchange Earned Nil
Total Foreign Exchange Outgo Nil

For and on behalf of the Board of Directors

M/s ACE INTEGRATED SOLUTIONS LIMITED

Sd/- Sd/-
Chandra Shekhar Verma Amita Verma
(Managing Director) (Director)
DIN: 01089951 DIN: 01089994

Date: 02.12.2020

Place: Delhi