Ace Tours Worldwide Ltd Directors Report.

DIRECTORS

To,

The Members

ACE Tours Worldwide Limited

Your Directors are pleased to present their 07th Annual Report on the affairs of your Company for the year ended 31/03/2014 along with audited statement of accounts and reports of the auditors thereon.

FINANCIAL RESULTS (Rs. In Lacs)
Particulars 2013-14 2012-13
Gross Income 1613.63 1965.48
Expenditure 1600.72 1941.84
Profit Before Tax 12.91 23.64
Tax Expense
Current Tax 20.41 7.00
Deferred Tax (8.19) 0.35
Profit after tax 0.69 16.29
Add: Profit of the earlier years available for appropriation 57.84 41.55
Profit available for appropriation 58.53 57.84
Less: Proposed dividend incl. Dividend Distribution Tax - -
Less: Transfer Others - -
Balance Carried to Balance Sheet 58.33 57.84

Your Directors report that company has posted gross receipts including other income at Rs. 161,363,382 in the year under review as compared to Rs. 196,548,037 in previous year. Your company has posted a net profit of Rs. 69,134 in the year under review as compared to Rs. 16,28,761 in the corresponding previous year. For strengthening the working capital position, directors do not recommend any dividend during the year.

INITIAL PUBLIC OFFERING (IPO)

During the under review your company has successfully carried out its Initial Public Offering (IPO) of 50.00 (fifty Lacs) Equity Shares of Rs.10/- (Ten) each at a price of Rs. 16/- (Sixteen) per Equity Shares (including premium of Rs. 6/-(Six) per Equity Share). Equity Shares of your company was listed on BSE SME Platform on September 26, 2013.

SHARE CAPITAL

During the year under review, Authorized Share Capital remained unchanged at Rs. 1600 Lacs. However, after successful completion of IPO, the paid up share capital has increased from Rs. 76,704,560 to Rs. 126,704,560.

FIXED DEPOSIT

Your company has neither invited nor accepted any fixed deposits during the year under review.

MANAGEMENT ANALYSIS & DISCUSSION

The Management Analysis & Discussion Report as stipulated under Clause 52 of the SME Listing Agreement with BSE Limited (Stock Exchange) forms part of the Annual Report

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance as stipulated under Clause 52 of the SME Listing Agreement with BSE Limited (Stock Exchange) forms part of the Annual Report. The Certificate received from the Practicing Chartered Accountant confirming the compliance of Corporate Governance is attached this report.

DIRECTORS

Following changes took place among the directors of your company:

Ms. Prachi Shukla was appointed as an Additional Non-Executive Independent Director of the Company in the meeting of Board of Director of the Company held on 30th June, 2014 for the compliance of Section 149(1) of the Companies Act, 2013. You are requested to appoint Ms. Prachi Shukla as an Independent Non-Executive Director of the Company in ensuing Annual General Meeting of the Company.

Mr. Rakesh Puri, Independent Director of the Company, resigned from the post of Director of the Company with effect from 05th July, 2014.

Mr. Bharat Choksi, Director of the Company, is to retire by rotation at the forthcoming Annual General Meeting and is eligible and offers himself for re-appointment.

Mr. Rajendra Desai, Independent Director of the company, is required to be re-appointed for a period of five years commencing from 01st April, 2014 and is not to retire by rotation pursuant to Companies Act, 2013.

DIRECTOR’S RESPONSIBILITY STATEMENT

Your directors make the following statement as required under provisions of Section 217(2AA) of the amended Companies Act, 1956 and confirm As required by Section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. Your 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 the affairs of the company as on 31st March, 2014 and the Profit and Loss Account for the year ended on that date.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting the frauds and other irregularities.

4. The directors have prepared the annual accounts on a going concern basis

PARTICULARS OF EMPLOYEES

As there are no employees drawing the remuneration more than or equal to the prescribed remuneration under Section 217(2A) of the Companies Act, 1956, the company has no particulars to offer.

PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO ETC

Since your company is in the travel & tourism business, the particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 to the extent applicable is given in the Annexure "A" and forms part of this report.

AUDITORS AND THEIR REPORT

The Report of the Auditors is self-explanatory. M/s. Rasesh Shah & Associates; Chartered Accountants of Surat will retire at the conclusion of this Annual General Meeting. Pursuant to Section 139(1) of the Companies Act, 2013 read with Rule 4(1) of Companies (Audit and Auditors) Rules, 2014, the Company has received a written consent and a certificate from M/s. Rasesh Shah & Associates; Chartered Accountants of Surat, to the effect that their appointment, if made, would be within the prescribed limits and that they are not disqualified for such appointment. M/s. Rasesh Shah & Associates; since eligible for re-appointment, your directors recommend their re-appointment for a period of three years subject to ratification by members at every Annual General Meeting of the company.

ACKNOWLEDGMENT

Your directors wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company. Your directors would like to express their appreciation for the assistance and co-operation received from its customers, vendors, government as well as semi- governments departments, bankers namely ICICI Bank Limited, Axis Bank, IDBI Bank Limited, Yes Bank Limited, Associate Co-Operative Bank Ltd for their continued support during the year under review.

for and on behalf of the Board of Directors of
ACE TOURS WORLDWIDE LIMITED
CIN: L63040GJ2007PLC051318
Raju Choksi Bharat Choksi
Place: SURAT Managing Director Director
Date: August 8, 2014 DIN: 01421108 DIN: 01421133

ANNEXURE "A"

A Conservation of Energy

(a) Energy Conservation Measure Taken:

------Not Applicable -----------

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy

------Not Applicable -----------

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on reduction of the cost

------Not Applicable -----------

(d) total energy consumption and energy consumption per unit of production Form "A" not applicable

B Technology absorption

(e) efforts made in technology absorption as per Form B

------Not Applicable -----------

C Foreign Exchange Earning and outgo

(f) activities relating to exports, initiative taken to increase exports, development of new export markets for products and services and export plans

------Not Applicable -----------

(g) Total foreign exchange earned and used. (Rs lakhs)
Current Year Previous Year
Foreign Exchange Outgo Rs. 460.95 Rs. 569.26
Foreign Exchange Earnings Rs. Nil Rs. Nil