ACI Infocom Ltd Directors Report

(INR in Lacs)

During the year under review the Company revenue from operations and other income stood at Rs.52.56 Lakhs as against Rs.61.58 Lakhs in the previous year. The Company has earned a Net Profit of Rs.10.12 Lakhs as compared to the Profit of Rs 4.07 Lakhs during the previous accounting year. Your Directors are hopeful of much better results in future.

The Board of Directors of your Company has not recommended any dividend for the Financial Year 2022-23.

The whole profit after tax has been transferred to P&L surplus. There is no amount that has been proposed to be carried to any other reserves.

There was no change in nature of business.

There was no change in the Companys share capital during the year under review. The Authorised Share Capital of the Company is Rs. 135000000/-. The Issued Subscribed and Paid-up Capital of the Company stood at Rs. 110490900/-as on March 31, 2023.

There have no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.

There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations, However, the company received a reminder mail from SEBI (ED) on March 07, 2022 w.r.t Adjudicating Order No. EAD/BJD/NJMR/42/2017-18 dated 14.09.2017 in the matter of Non-redressal of investor grievance within 30 days of receipt of the grievance. SEBI (ED) has levied a penalty of Rs.4.00/- (Rupees Four Lakhs only) along with interest @12% p.a. from the date of the said order. The said penalty was paid on 27.12.2022 by the company and that it will in no way impact the going concern status and Companys operations in future.

The Company recognizes that its people are the key to the success of the organization and in meeting its business objectives. The Human Resources function end endeavors to create a congenial work environment and synchronizes the working of all the departments of the organization to accomplish their respective objectives which in turn helps the Company to build and achieve its goals and strategies. Employee relations during the year remained cordial. The Company has 3 Three employees on its payroll as on March 31, 2023.

10.Details of Subsidiary/ Joint Ventures/ Associate Companies:

The Company does not have any Subsidiary Company/Joint Venture/Associate Company during the year under review.

11.Public Deposits:

During the period under review the Company had not accepted any fixed deposits with the meaning of Section 73 to 76 of the Companies Act 2013.

12.Extract of the Annual Return:

The Annual Return as on 31^st March, 2023 is available on the Companys website at: www.acirealty.co.in

13.Conservation of energy technology absorption and foreign exchange earnings and outgo. A. CONSERVATION OF ENERGY: i. The steps taken or impact on conservation of energy:

Though our operations are not energy- intensive efforts have been made to conserve energy by utilizing energy- efficient equipment. ii. The steps taken by the Company for utilizing alternate sources of energy:

The Company is using electricity as the main source of energy and is currently not exploring any alternate source of energy. In future your Company will take steps to conserve energy and use alternative source of energy such as solar energy. iii. The capital investment on energy conservation equipments:

Your Company firmly believes that our planet is in dire need of energy resources and conservation is the best policy. Your Company has not made any investment on energy conservation equipment.

B. TECHNOLOGY ABSORPTION: i. The efforts made towards technology absorption:

During the year the Company does not have any plant & machinery. Therefore no technology absorption and research and development activity are carried out. ii. The benefits derived like product improvement cost reduction product development or import substitution:

No such specific benefit derived during the year due to technology absorption. iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

No technology has been imported by the Company. iv. The expenditure incurred on Research and Development: Nil C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

14. Directors And Key Managerial Personnel:

A. Changes in Directors and Key Managerial Personnel

Mr. Kushal Chand Jain (DIN 03545081) Director who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible seek re-appointment pursuant to Section 152 of the Companies Act 2013 and Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. The following are the Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act 2013:

The board of directors has carried out an annual evaluation of its own performance board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulation. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as board composition and structure effectiveness of board process information and functioning etc. The performance of the committees was evaluated by the board after seeking inputs from committee members on the basis of criteria such as composition of committees effectiveness of committee meetings etc. In separate meeting of independent Directors performance of the non-independent directors performance of the board as a whole and the Chairman was evaluated taking in to account the views of the executive directors and non- executive directors. Performance evaluation of independent directors was done by the entire board excluding the independent director being evaluated.

Directors: i. Independent Directors:

Pursuant to the provisions of Section 149 of the Act the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. During the year under review the non-executive directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees commission and reimbursement of expenses if any. In accordance with the criteria suggested by the Nomination and Remuneration Committee the performance of each independent director was evaluated by the entire Board of Directors (in the absence of the director getting evaluated) on various parameters like engagement leadership analysis decision making communication governance interest of stakeholders etc. The Board was of the unanimous view that every Independent Director was a reputed professional and brought his rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all Independent Directors in guiding the management to achieving higher growth and continuance of each independent director on the Board will be in the interest of the Company. ii.Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the Independent Directors at their separate meeting. Further their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership engagement transparency analysis decision making functional knowledge governance stakeholders etc. The Board was of the unanimous view that all the non-independent directors were providing good business and people leadership. iii. Declaration by an Independent Director(s) and re-appointment if any:

The Company have received declaration/confirmation from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act 2013 and under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (“Listing Regulations”) and that there is no change in the circumstances which may affect their status as Independent Director during the year under review. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. In the opinion of the Board the Independent Directors of the Company fulfil the conditions specified under the Act and Listing Regulations and are independent of the managements

15. Familiarization Programme for Directors:

The Members of the Board of the Company are afforded many opportunities to familiarize themselves with the Company its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company its various operations and the industry in which it operates in addition to regular presentation on technical operations marketing and exports and financial statements. In addition to the above Directors are periodically advised about the changes effected in the Corporate Law Listing Regulations with regard to their roles rights and responsibilities as Directors of the company. The same is available on the website of the company All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment which also stipulates various terms and conditions of their engagement

Executive Directors and Senior Management provide an overview of the operations and familiarize the new Independent and Non-Executive Directors on matters related to the Companys values and commitments. They are also introduced to the organization structure constitution of various committees board procedures risk management strategies etc.

16.Details of Committee of the Board:

Currently the Board has 3 Committees the Audit Committee, Nomination and Remuneration Committee, & Stakeholders Relationship Committee. The Composition of various committees and compliances as per the applicable provisions of the Companies Act 2013 and the Rules thereunder and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 are as follows:

A. Audit Committee: i. Constitution of Audit Committee:

The Audit Committee comprises of Mr. Hemant Kumar S. Jain Independent Director as the Chairman of the Committee Mr. Kushal Chand Jain Managing Director, Ms. Krishna Kamal Kishor Vyas and Mr. Kalpesh Bhandari Directors as the members of the Committee. The recommendations of the Audit Committee is always welcomed and accepted by the Board and all the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee. ii. Details of establishment of vigil mechanism for directors and employees:

The Company has established vigil mechanism pursuant to Section 177(9) of the Companies Act 2013 for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization and in appropriate and exceptional cases; there is direct access to approach Mr. Hemant Kumar S. Jain Chairman of the Audit Committee.

B. Nomination and remuneration committee:

The Nomination and Remuneration Committee under Section 178 of the Companies Act 2013 comprises of Mr. Hemant kumar S. Jain Independent Director as the Chairman of the Committee Mr. Kushal Chand Jain Managing Director, Ms. Krishna Kamal kishor Vyas Director and Mr. Kalpesh Bhandari Director are the members of the Committee. The Company has defined the policy on all Directors and key persons appointment and remuneration including criteria for determining qualifications positive attributes independence of a Director. The nomination & remuneration policy adopted by the Company has been posted on the Companys Website: www.acirealty.co.in The Terms of reference of the Nomination and Remuneration Committee number and dates of meetings held attendance of the members of the Committee and more details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

Details of remunerations paid to the Directors and KMP during 2022-23 are given below

C. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee comprises of Mr. Hemant kumar S Jain Independent Director as the Chairman of the Committee Mr.Kushal Chand Jain Managing Director Ms. Krishna

Kamal kishor Vyas Director and Mr.Kalpesh Bhandari Director are the members of the Committee. The role of the Committee is to consider and resolve securities holders complaint. The meetings of the Committee are held once in a quarter and the complaints are responded within the time frame provided.

17.Statutory Auditors:

M/s. Agrawal Jain & Gupta Chartered Accountants having ICAI Firm Registration No. 013538C statutory auditor of the Company were appointed for a period of five years at the 38th Annual General Meeting as Statutory Auditors till the conclusion of 42nd Annual General Meeting as per Notification issued by MCA the Company need not place the resolution for ratification at the AGM and hence no resolution is placed before the AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. There is no qualification reservation or adverse remark or disclaimer made by the Statutory Auditors in its report and therefore there are no further explanations to be provided for in this report.

18.Secretarial Auditor:

The Board of Directors have appointed M/s. Sindhu Nair & Associates Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2022-23 as required under Section 204 of the Companies Act 2013 and the rules framed there under. The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-1 to this report.

20.Board Meetings:

During the year under review Four (4) Board Meetings were convened and held. Detailed information on the meetings of the Board and all its Committees are included in the report on Corporate Governance which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act 2013 and the listing regulations.

21.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.

22.Particulars of contracts or arrangements with Related Party:

All the related party transactions are entered on arms length basis and are compliance with the applicable provisions of the Companies Act 2013 and listing regulation. There are no materially significant related party transactions made by the Company with Promoters Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at Large. Hence no separate annexure in Form No. AOC -2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 is given. All related party transactions are presented to the Audit Committee and the Board if required for approval. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.

23.Directors Responsibility Statement:

As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act 2013 your Directors subscribe to the Directors Responsibility Statement and state that a) In preparation of the annual accounts the applicable accounting standards had been followed and there are no material departures from them; b) 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 / loss of the Company for that period; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on a going concern basis; e) the Directors had laid down internal financial controls to be followed by the Company & that such internal financial controls are adequate and were operating effectively; and f) 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.

24.Managerial Remuneration:

(a) Details of the ratio of the remuneration of each director to the median employees remuneration and other details as required Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014- are annexed as Annexure- 2. (b) The Company doesnt have any employee falling within the preview of Section 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 hence no such details to be provided.

25. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 read with part B of Schedule V of Listing Regulations entered into with the Stock Exchanges is set out in a separate section forming part of Director Report as Annexure- 3.

26. Secretarial Standards

The Directors state that “the Board have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively

27.Corporate Governance:

At ACI it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. As per the Regulation 27 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015a separate section on Report on corporate governance practices followed by the Company together with a certificate from the Companys Auditors confirming compliance is annexed as a part of the Annual Report as Annexure- 4. 28. Corporate Social Responsibility (CSR)

In line with the new provisions of the Companies Act 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR) your company is not governed by the provisions of Section 135 of the Companies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules 2014.So the Company is not required to formulate a policy on CSR and also has not constituted a CSR Committee.

Adequate internal controls systems and checks are in place commensurate with the size of the Company and the nature of its business. The management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures

30.Risk Management Policy:

There is a continuous process for identifying evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. Risks would include significant weakening in demand from core-end markets inflation uncertainties and any adverse regulatory developments etc. During the year a risk analysis and assessment was conducted and no major risks were noticed.

31.Disclosure as per Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 :

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 read with Rule 14 the internal authorized person under the said act has confirmed that no complaint/case has been filed/pending with the Company during the year.

32. Other Disclosures / Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: a) Details relating to deposits covered under Chapter V of the Act. b) Issue of equity shares with differential rights as to dividend voting or otherwise. c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme. d) Employee Stock Options Scheme e) Particulars of Employees. (no employee is in receipt of remuneration of Rs. 1.02 crore p.a. or Rs. 8.50 lakhs p.m.) f) Details of payment of remuneration or commission to Managing Director or Joint Managing Director of the Company from any of its subsidiaries as the Company does not have any Subsidiaries/Joint Venture/Associate Company. g) Maintenance of Cost Records -not applicable h) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act 2013). i) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code 2016

33.Acknowledgement:

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees Bankers Financial Institutions Various State and Central Government authorities and stakeholders