ace men engg works ltd share price Directors report


Dear Members,

The Board of Directors hereby submits the 43rd Annual Report of the business and operations of the Company together with the Audited Financial Statements for the financial year ended on 31st March, 2023. The summarized financial performance of the company is as follows:

1. Financial Statements:

(Amount in lacs.)

Particulars Current Year 2022-23 Previous Year 2021-22
Total Income 415.76 497.90
Total Expense 489.23 432.40
Profit before Finance Cost and Depreciation 65.50
Less : Finance Cost - -
Profit before Depreciation (73.47) 65.50
Less : Depreciation - -
Profit/(Loss) before Tax (73.47) 65.50
Provision for Tax - -
Current Tax - 12.685
Deferred Tax - -
Balance of Profit/(Loss) for the year (73.47) 52.82
Earning per equity share: Basic & Diluted (Rs.10/- each) (2.37) 1.70

2. Performance Review

The revenue for the current financial year increased to Rs.489.23/- Lakhs as compared to previous year Rs.432.40/- Lakhs. The net loss is Rs. (73.47)/- Lakhs as compared to Net Profit of Rs.24.27/- Lakhs during the previous year.

3. Dividend

Your Directors have thought it prudent not to recommend any dividend for the financial year under review.

4. Transfer to General Reserve

The Company has not transferred any amount to the Reserves for the year ended March 31, 2023.

5. Material Changes and Commitments, if any, affecting the Financial Position of the Company

No material changes and commitments which can affect the financial position of the Company occurred between the end ofthe financial year of the company and the date of this report. There is no Change in the nature of business of company duringthe financial year.

6. Significant and Material Orders Passed by the Regulators or Courts

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

7. Subsidiary / Associates Companies

The Company does not have any Subsidiary, Joint venture or Associate Company. Hence, statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures pursuant to first proviso to sub- section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 under Form AOC-1, is not applicable to the Company.

8. Adequacy of internal financial controls

The Company has in place adequate and effective Internal Financial Controls with reference to financial statements. Duringthe year, such controls were tested and upgraded and no reportable material weaknesses in the design or operation were observed.

9. Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not directly or indirectly -

• Given any loan to any person or other body corporate other than usual advances envisaged in a contract ofsupply of materials, if any;

• Given any guarantee or provided security in connection with a loan to any other body corporate or person; and acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

10. Particulars of Contracts or Arrangements with Related Parties

No related party transaction(s) entered into during the financial year. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company.

11. Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of annual accounts for the year ended March 31, 2023, 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) 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 at March 31, 2023 and of the Profit of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. Directors and Key Managerial Personnel Directors:

Rajapratap Singh Rajput Director
Ruchir Patel Managing Director
Mishruta Raval Non-Executive Independent Director

Key Managerial Personnel:

Hemal Patel Chief Financial Officer
Sanchita Dad Company Secretary (w.e.f. 20/06/2022 till 22/08/2022)

None of the Companys directors are disqualified from being appointed as a director as specified in Section 164 of the Act.

13. Declaration by Independent Directors

The Company has received necessary declarations from all Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 as well as under Regulation 25 and 16(1) (b) of SEBI (LODR) Regulations. There has been no change in the circumstances which may affect their status as independent director during the year.

14. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board and the Corporate Governance requirements as committees and Individual Directors pursuant to the provisions of the Act prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, attendance, prior study of materials given, participation at the meetings, level and effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non- executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the Independent Director being evaluated.

15. Familiarization Program for the Independent Directors

In compliance with the requirements of SEBI Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model, etc.

16. Policy on Directors Appointment and Remuneration and other details

The Nomination and Remuneration Committee has laid down the criteria for Directors appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

1. the candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion of the Committee are in the interest of the Company;

2. the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;

3. the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case of appointment as an independent director; and

4. the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, corporate governance, technical operations, infrastructure or such other areas or disciplines which are relevant for the Companys business

17. Number of Meetings of the Board

During the year under review, Seven (07) Meetings of the Board of Directors, were held on 30.05.2022, 20.06.2022, 13.08.2022, 05.11.2022, 14.11.2022, 07.12.2022 and 14.02.2023.

18. Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the Companies Act, 2013, read with Regulation 18 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 in the terms of reference to the Audit Committee.

19. Material Changes and Commitments, if any, affecting the Financial position of the Company which have occurred between the end of Financial Year of the Company to which the Financial Statement relate and the date of the Report.

There were no material changes and commitments that have affected the financial position of the Company which have occurred during the financial year ended on 31st March, 2023.

20. Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015, Ihe Management Discussion and Analysis has been given hereunder:

GLOBAL ECONOMIC REVIEW

The CY 2022 witnessed easing of Covid-19 restrictions worldwide leading to a notable rise in household consumption across major economies. The third quarter was a bright spot with robust economic activity on the back of stronger-than-expected private consumption, investment amid tight labour markets and fiscal support exceeding all expectations. Demand in most sectors, particularly in the services sector including tourism, witnessed growth. The year also saw geopolitical tensions starting in the first half which caused inflation to rise due to which the central banks across countries resorted to somewhat synchronised monetary tightening.

As per World Economic Outlook (WEO), April 2023 published by the International Monetary Fund (IMF) global real GDP growth is expected to moderate further from 3.4% in CY 2022 to 2.8% in CY 2023. Emerging markets and developing economies are likely to remain robust and grow at 3.9% in CY 2023 which is a marginal decrease from 4.0% in CY 2022.

INDIAN ECONOMIC REVIEW:

As per the IMF, for FY 2023 India was one of the fastest growing economies with real GDP growing at 6.8% year-on-year. During the year, the growth was fuelled by private consumption, growing manufacturing activity and the revival of the service sector. The Government of Indias sustained focus on infrastructure investment drove economic growth leading to employment generation. The service sector was observed to have fully recovered from the weakness suffered during the pandemic. Like many other Central Banks across developed economies, the Reserve Bank of India (RBI) increased the repo rate on multiple

occasions since May 2022 amounting to a cumulative increase of 250 bps in FY 2023. These efforts managed to bring retail inflation below the upper tolerance target set by the RBI in November-December, 2022 before breaching the threshold of 6% in January-February, 2023. In the most recent review, the Monetary Policy Committee unanimously decided to keep policy repo rate unchanged.

Industry overview

Global aviation industry

Global aviation is on a path of recovery from the pandemic years. The swift reopening of air transport markets over the course of CY 2022 was matched by the appetite for travel among consumers across most parts of the globe.

In CY 2021, the recovery of demand from the pandemic years was driven primarily by large domestic markets. During CY 2022, the global aviation industry inched up further on its road to recovery despite operating in a challenging macroeconomic environment on the back of inflationary pressures, rising interest rates and rising fuel prices. The continued recovery was observed in intra- Europe, Americas and Transatlantic traffic, which was significant (nearing CY 2019 levels) despite the Omicron wave at the start of the year.

As per International Air Transport Association, recovery in global air transport demand for the CY 2022, as measured by Revenue Passenger

Kilometres (RPK), stood at 68.5% compared to the CY 2019. This was primarily due to removal of travel restrictions and vaccine rollouts in densely populated nations. Air cargo capacity measured by Available Cargo Tonne Kilometres (ACTK) bounced back remarkably well, though it remained below the pre-pandemic level.

While certain regions may witness a slowdown, the pent-up demand and greater demand for travel imply that CY 2023 will continue to see a robust worldwide recovery, with Asia, in particular, driving significant growth and opportunities in the global aviation industry. The desire and need to travel by air remain strong therefore robust demand will be a common occurrence wherever travel restrictions are taken down, and routes are re-opened. According to IATA, global passenger demand is predicted to reach 85.5% of CY 2019 levels in CY 2023, up from 68.5% in CY 2022.

Strength:

The Indian economy is expected to grow strongly in the coming years and aviation will play a pivotal role in this growth. Having been through a period of robust growth since its inception, the future of the company is full of attractive opportunities.

After two years of muted operations, the Indian aviation is showing recovery as air traffic climbed by 69% year-over-year to 161 million passengers in FY 2023. Further, domestic traffic reached pre-Covid-19 levels in February 2023, demonstrating strong turnaround from the dampened travel sentiment witnessed due to the pandemic.

India is now the worlds third-largest domestic aviation market, trailing only the United States and China. Indian aviation is expected to undergo massive expansion and transformation in the years to come on the back of strong economic growth, favourable demographics, and infrastructure investments.

Opportunities and Threats:

With the Government opening up and providing opportunities to the private sector, global and domestic players are collaborating and establishing joint ventures for manufacturing of aerospace components and MRO facilities for civil and military aviation sectors. In addition, the ongoing Government initiative in the outer space missions has opened up new opportunities. Given the emergence of larger players in the sector, it became incumbent for the Company to re-position itself as a company that has state of the art technology pursuits. The manufacturing legacy of the Company was coming in the way of this transformation. Hence it became incumbent to hive off the existing manufacturing facilities before taking a plunge into something more contemporary and technologically sophisticated in the same domain. The Company is on constant lookout for getting contracts from various Sectors establishments for modification and refurbishment work.

The delay in decision making and finalisation of contracts by the various sector for their modification / refurbishment projects

is a challenge for the industry.

Risk Management:

In an interdependent, fast-moving world, organizations are increasingly confronted by risks that are complex in nature and global in consequence. Such risks can be difficult to anticipate and respond to, even for the most seasoned business leaders.

Internal Control System and their Adequacy:

The Company has adequate internal control systems including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorization and approval procedures. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit committee of the Board. The Companys internal control systems are supplemented by periodic reviews by the Management. The Audit Committee reviews its findings and recommendations at periodic intervals. Companys internal control system is adequate considering the nature, size and complexity of its business.

Human Resources/Industrial Relations:

The company places great emphasis on its employees and believes that they are the core of the Corporate Purpose. The HR mission is to empower employees to make continuous improvements and enhance their professional skills. The company believes in respecting the individual rights and dignity of the people. The company believes that human resources are the most valuable assets and a major driver for achieving its goals. Your company continues to invest in human resources to build new businesses while simultaneously improving the individual & organizational preparedness for future challenges

CAUTIONARY NOTE:

Certain statements in "Management Discussions and Analysis" section may be forward looking and are stated as required by law and regulations. Many factors, both external and internal, may affect the actual results which could be different fromwhat the Directors envisage in terms of performance and outlook.

21. Risk Management

The Company has in place a Risk Management Policy pursuant to Section 134 of the Companies Act. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this program, each Function carried on works, addresses opportunities and risks through a comprehensive approach aligned to the Companys objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

The Audit Committee of the Board of the Company has been entrusted with the task to frame, implement and monitor the risk management plan for the Company and it is responsible for reviewing the risk management plan and ensuring its effectiveness with an additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

22. Corporate Social Responsibility (CSR)

The Company does not fall in any of the Criteria of Section 135 of the Companies Act, 2015 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 and hence the company does not require to comply the same.

23. Safety, Environment and Health

The Companys commitment to excellence in Health and Safety is embedded in the Companys core values. The Company has a stringent policy which drives all employees to continuously break new ground safety management for the benefit of people, property, environment and the communities where we operate on sites.

The Company respects human rights, values its employees and their communities. The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are in place throughout the Company on Safety, Environment and Health and has well identified and widely covered safety management system in place for ensuring, not only the safety of employees but surrounding population of the works as well.

24. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Work place, in line with the provisions of the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees of the Company, those of contractors as well as trainees are covered under this Policy.

No complaint was received from any employee during the financial year 2022-2023 and hence no complaint is outstanding as on 31.03.2023 for redressal.

25. Vigil Mechanism/ Whistle Blower Policy

There is a Whistle Blower Policy in the Company and that no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is posted on the Companys website www.acumenengg.co.in.

26. Code of Conduct

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013.The said code of conduct is posted on Companys website www.acumenengg.co.in. The Board members and senior management personnel have affirmed compliance with the said code of conduct.

27. Prevention of Insider Trading

The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.acumenengg.co.in. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

28. Corporate Governance

As per SEBI LODR, Compliance with the provisions of Regulation 17 through 27 and clauses (b) to of sub - regulations 46 and Para C, D and E of schedule V is not mandatory for the time being, in respect of the following class of Companies:

a) Companies having paid -up equity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25 Crores, as on the last day of previous financial year;

b) The listed entity which has listed its specified securities on the SME Exchange;

As such our Company falls in the ambit of aforesaid exemption, consequently Corporate Governance does not forms part ofthe Annual Report for the Financial Year 2022-23. However, the Company is following industry best corporate governance standards.

29. Human Resources

The human resource plays a vital role in the growth and success of an organization. The Company has maintained cordial and harmonious relations with employees across various locations.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

30. Deposits from Public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public, was outstanding as on the date of the balance sheet.

31. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Technology absorption: NIL Foreign Exchange earnings and outgo: NIL

32. Particulars of Employees and Remuneration

Pursuant to the Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, no employee of the Company was paid remuneration exceeding the prescribed limits, during the financial year 2022-2023.

33. Insurance

All the properties and insurable interests of the Company including buildings, Plants & Machineries and Stocks, have been adequately insured.

34. Share Capital

The paid-up equity share capital of the Company as at 31st March, 2023 is Rs. 3,09,85,000/- . The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

35. Auditors Statutory Auditors:

Pursuant to the provisions of Section 139(8) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force) and all other applicable laws, if any, casual vacancy caused by the resignation of Auditors, the Board of Directors had appointed M/s. J Singh & Associates, Chartered Accountants, (FRN: 110266W) as the Statutory Auditors of the Company to fill the casual vacancy and shall hold office up to the conclusion of this Annual General Meeting of the Company.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Suhas Bhattbhatt of M/s. S Bhattbhatt & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2022-23.

Cost Auditors:

Your Company does not require to get its cost records audited by the qualified Cost Auditors, in view of non- applicability. No appointment of Cost Auditors has been made.

36. Acknowledgement

The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and Bankers, Government Authorities, Employees at all levels and Stakeholders, in furthering the interest of the Company.

For and on behalf of the Board of Directors,
Ace Men Engg Works Limited
Sd/-
Ruchir Patel
Director
Date: 09/09/2023
Place: Ahmedabad