Ace Men Engg Works Ltd Directors Report.

For The Financial Year 2016-17

Dear Members,

The Board of Directors hereby submits the 37th Annual Report of the business and operations of the Company together with the audited financial statements for the financial year ended 31st March, 2017. The summarized financial performance of the company is as follows:

1. Financial Results

(Amount in Rs.)

Particulars Figures as at the end of current reporting period Figures as at the end of previous reporting period
Profit Before Tax 20,579 81,953
Less: Provision For Tax 6,342 25,323
Profit After Tax 14,237 56,630
Add: Profit/ (Loss) Brought Forward From Previous Year 28,334 (28,296)
Profit/ Loss Carried Forward 42,571 28,334
Basic/ Diluted Earnings Per Share 0.00 0.02

2. Dividend

The directors have not recommended any dividend for the financial year 2016-17 in view of reinvestment of the surplus in order to maintain a healthy capital adequacy ratio to support long term growth of your company.

3. Transfer of Unclaimed Dividend To Investor Education And Protection Fund

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.

4. Reserves

The Directors have not proposed to transfer the accumulated profit to Reserves during the year.

5. Brief description of the Companys working during the year/State of Companys affair

The company is engaged in investing activity and also deals in shares, debenture, bonds etc.

Further, the company is also engaged into Trading in sarees and electrical goods and planning to venture into trading of other merchandise products.

6. Change in the nature of business, if any

There is no Change in the nature of business of company during the financial year.

7. 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 of the financial year of the company and the date of this report.

8. Proposal for shifting of the registered office

During the year, the Board placed a proposal for shifting of the registered office from "State of West Bengal" to "State of Gujarat". The same was approved by the shareholders of the company via postal ballot, whose results were declared on 3rd April, 2017.

9. Internal financial control and its adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

10. Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company

11. Deposits

The company has neither accepted nor renewed any deposits during the year, covered under Chapter V of the Act.

12. Statutory Auditors

M/s P. D. RANDAR & CO, Chartered Accountants, have been re-appointed as Statutory Auditors of the company till the conclusion of the Annual General Meeting of the company to be held in the year 2019 (subject to ratification of their re- appointment at every AGM) and the Directors of the Company shall fix the remuneration from time to time in consultation with the Audit Committee.

13. Auditors Report

The observations made by the Auditors are self- explanatory and do not require any further clarification. Further, the explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report are given.

14. Share Capital

Issue of equity shares with differential rights

The Company has not issued any of its securities with differential rights during the year under review.

Buy Back of Securities

The company has not bought back any of its securities during the year under review.

Sweat Equity, Bonus Shares & Employee Stock Option Plan

The company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employees.

Preferential Issue of Securities

The company has not issued any equity shares on preferential basis during the year.

15. Extract of the Annual Return

The extract of the Annual Return pursuant to the provisions of section 92 read with Rule 12 of the Companies (Rules), 2014 is furnished in Annexure A (MGT - 9) and is attached to this Report.

16. Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year.

17. Corporate Social Responsibility (CSR)

As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crore or more during any financial year, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.

18. Directors:

A) Changes in Directors and Key Managerial Personnel

During the financial year following changes took place in the composition of the Directors and Key Managerial Personnel:

• Arindam Roy Chowdhury, resigned from the post of Company Secretary w.e.f 22nd December, 2016.

• At the Board meeting held on 2nd February, 2017 Dhvani H Contractor was appointed as an Additional Non Executive, Independent Director and Piyushbhai Jentilal Malde was appointed as an Additional Executive Director.

• Tarun Kumar Newatia resigned from the post of Director of the Company w.e.f 17th February, 2017.

B) Declaration by an Independent Director(s) and re- appointment

All Directors / Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.

C) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Board has carried out the annual performance evaluation of its own performance and the Directors individually.

19. Number of Board Meetings:

During the year, six Board Meetings were held i.e. on May 19th 2016, August 05th 2016, November 10th 2016, December 22nd 2016, February 2nd 2017 and February 17th 2017.

20. Committees of the Board:

Currently, the Board has three committees: the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee. A detailed note on the composition of the Board and its committees is provided in the corporate governance report section of this Annual Report.

21. Order of Court

The company is not subject to any legal proceedings and claims which will have a material or adverse effect on the going concern status or companys operations or financial conditions.

22. Sexual Harassment of Women At Work Place

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There were nil complaints received during the year under review.

23. Whistle Blower Policy (Policy on vigil mechanism)

The Company has adopted the whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct and ethics.

24. Particulars of Loans. Guarantees or Investments

The provisions with respect to Loans, guarantees or Investments as per section 186 of the Companies Act, 2013 are complied with.

25. Particulars of Contracts or Arrangements with Related Parties:

The company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an arms length basis during the financial year 2016-17.

26. Managerial Remuneration:

The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors.

27. Secretarial Audit Report

The Secretarial Audit Report has been given by RAGHUNATH MANDAL, Practicing Company Secretary and there is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report.

28. Goods and Service Tax

Goods and Services Tax (GST) is a landmark reform which will have a lasting impact on the economy and on businesses. Implementation of a well-designed GST model that applies to the widest possible base at a low rate can provide significant growth stimulus to the business.

29. Corporate Governance Report and Management Discussion & Analysis Reports

The Corporate Governance Report and Management Discussion & Analysis Report have been annexed with the report.

30. Corporate Governance Certificate

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors certificate on corporate governance is enclosed as Annexure to the Boards report. The auditors certificate for fiscal year 2017 does not contain any qualification, reservation or adverse remark.

31. Internal Auditor

M/S Rinku Jain & Co, Chartered Accountants, Internal Auditor has submitted a report based on the internal audit conducted during the period under review.

32. Risk management policy

The company does not have any Risk Management Policy as the element of risk threatening the Companys existence is very minimal.

33. Familiarization Programme for Independent Directors

In terms of Reg. 25(7) of the SEBI (LODR) Regulations, 2015 the Company is required to conduct the Familiarization Programme for Independent Directors (IDs) to familiarise them about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives.

34. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors 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 the end of the financial year and of the profit and loss of the company for that period;

(c) the directors 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;

(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 were operating effectively, and

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35. Acknowledgements

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on behalf of the Board of Directors
Sd/- Sd/-
Rajesh Kumar Sharma Priti Sharma
Managing Director CFO & Director
DIN:02645337 DIN:06831065
Place: Kolkata
Date: 18/05/2017