ACI Infocom Ltd Directors Report.

[(Disclosure under Section 134(3) of the Companies Act, 2013)

{Read With Companies (Accounts) Rules, 2014}]

Dear Shareholders,

Your Directors are presenting the 37thAnnual Report of your Company and the Audited Financial Statements for the year ended 31st March 2019.

1. Financial Summary or Highlights/ Performance of the Company:

(inLacs)
Particulars 2018-19 2017-18
Revenue from Operations 399.23 365.65
Other Income 55.16 58.96
Profit before depreciations & tax 0.43 30.73
Less: depreciation 0 0
Profit before tax 0.43 30.73
Provision for taxation (incl. deferred tax) -0.09 14.78
Profit/ (Loss) for the year carried to BalanceSheet 0.53 15.96

2. Dividend:

To consolidate the future position of the Company and support the fund requirements to stimulate growth, your Board of Directors regret their inability to recommend any dividend for the year.

3. Reserves:

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.

4. Brief description of the Companys working during the year/ state of Companys affair:

During the year under review, the Company revenue from operations stood at Rs. 399.23 Lakhs as against Rs. 365.65 Lakhs in the previous year and the total income (which includes other income) stood at Rs. 454.39 Lakhs as against Rs. 424.60 Lakhs. The Company has earned a Net profit of Rs. 0.53Lakhs as compared to the Profit of Rs. 15.96 Lakhs during the previous accounting year. Your Directors are hopeful of much better results in future.

5. Change in the nature of business, if any:

There was no change in nature of business.

6. Material changes and commitments, if any, 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:

No material changes have occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

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

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

9. Public Deposits:

Your Company has not been accepting any deposits from the public and hence there are no unpaid /unclaimed deposits or any instance of default in repayment thereof.

10. Extract of the Annual Return:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT – 9 in terms of provisions of Section 92(3) of the Companies Act, 2013 read with Rules thereto is available on website of the Company www.acirealty.co.in

In terms of Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return is enclosed as Annexure-1.

11. Conservation of energy, technology absorption a0nd 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 equipments.

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 equipments.

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:

Current Year Previous Year
Foreign Exchange Earnings and Outgo NIL NIL

12. Directors And Key Managerial Personnel:

A. Changes in Directors and Key Managerial Personnel

The Board of Directors at its Meeting held on 28th September, 2018, appointed Ms. Sangeeta Kumari Birla (PAN: BWKPB5995C) as Company Secretary of the Company and also as Compliance Officer of the Company under Regulation 6(1) of LODR, 2015 with effect from 28th September, 2018, pursuant to the provision of Section 203 and other applicable provision/rules/regulations including any modification or re-enactment thereof), if any, of the Companies Act, 2013.

The Board of Directors at its Meeting held on 08th February 2019, appointed Mr. KalpeshBhandari (DIN-03146496) as Additional Director with the status of Non-Executive Independent Director with effect from 1st April, 2019, subject to approval of the Members at the ensuing Annual General Meeting pursuant to Sec. 150 (2) and other applicable provisions of the Companies Act, 2013. Mr. KalpeshBhandari is not related to any Directors.

Mr. Anand KumarJain (DIN 02411779), Director who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seek reappointment 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:

Sr. No. Name of the Person Designation
1 Mr. Anand Kumar Jain Managing Director
2 Mr. Kushal Chand Jain Chief Financial Officer
3 Ms. SangeetaKumari Birla Company Secretary

B. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

Directors:

i. Independent Directors:

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:

All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6).

iv. Familiarization Programme to Independent Directors:

The Company provides suitable familiarization programme to Independent Directors so as to associate themselves with the nature of the industry in which the company operates and business model of the company 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.

13. 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.Hemantkumar S. Jain, Independent Director as the Chairman of the Committee, Mr. Kushal Chand Jain and Ms. SejalNahar, 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.Hemantkumar 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. Hemantkumar S. Jain, Independent Director as the Chairman of the Committee, Mr. KushalchandjainMs. SejalNahar and Mr. KalpeshBhandari, 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 during 2018-19 are given below:

Name of the Directors Directors Position Relationship with other Directors Salary & allowances (Rs.) Perquisites (Rs.) >Sitting Fees (Rs.)
Mr.Anand Kumar Jain (DIN 02411779) Managing Director Rs. 3,00,000 p.a. Nil Nil
Mr.Kushal Chand Jain (DIN 03545081) Director& CFO Rs. 3,00,000 p.a. Nil Nil
Mr.Hemantkumar S Jain (DIN 06778764) Independent Director Nil Nil Nil
Ms.Sejal Suresh Nahar (DIN 07141552) Independent Director Nil Nil Nil
*Mr.Kalpesh Bhandari (DIN 03146496) Independent Director Nil Nil Nil
*Sangeeta kumara birla Company secretary Rs. 1,50,000 Nil Nil

*Appointed w.e.f. 08th February 2019

*Appointed w.e.f. 28thSeptember 2018

C. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee comprises of Mr. Hemantkumar S Jain, Independent Director as the Chairman of the Committee, Mr. Kushalchandjainand Ms. SejalNahar, 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.

14. Statutory Auditors:

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Anand Jain & Associates, Chartered Accountants, Statutory Auditors of the Company having Firm Registration No. 105666W, shall retire at the conclusion of the 37th Annual General Meeting of the Company. Pursuant to the provisions of the Companies Act, 2013 and the Companies (Audit and Auditor) Rules, 2014, the Board of Directors, on recommendation of the Audit Committee has recommended the appointment of M/ s. Anand Jain & Associates, Chartered Accountants, having ICAI Firm Registration No. 105666W Mumbai, as the Statutory Auditors of the Company to hold office from the conclusion of this 37th Annual General Meeting till the conclusion of next 38th Annual General Meeting, at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

Consent and Certificate u/s. 139 of the Companies Act, 2013 have been obtained from M/s. Anand Jain & Associates, Chartered Accountants, having ICAI Firm Registration No. 105666W Mumbai, to the effect that their appointment, if made, shall be in accordance with the applicable provisions of the Act and the Rules made thereunder.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Anand Jain & Associates, Chartered Accountants, having ICAI Firm Registration No. 105666W Mumbai, have confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

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.

15. Secretarial Auditor:

The Board of Directors have appointed M/s. Sanjay Dholakia& Associates, Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2018-19, as required under Section 204 of the Companies Act, 2013 and the rules framed thereunder. The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-2 to this report. The management replies to the observation of the Secretarial Auditors are as under:

Auditors Observation Reply of Management
The Company has not complied with the constitution as per Regulation 19(1)/(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has received Notice for the same from the BSE Limited for the fine of Rs. 2,14,760/-Nomination and Remuneration Committee. The Company has appointed Independent Director
Mr. Kalpesh Bhandari w e f 08th Februrary 2019.
The Company is yet to pay the fine and has represented the BSE Limited for waiver of fine.

16. Board Meetings:

During the year under review, Five (5) 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.

Sr. No Type of Meeting Date
1 Board Meeting May 29, 2018
2 Board Meeting August 14, 2018
3 Board Meeting September 28,2018
4 Board Meeting November 13, 2018
5 Board Meeting February 08, 2019

17. Particulars of loans, guarantees or investments under section 186:

During the year under review, the Company has not provided any loans, made investments, gave guarantees or subscribed/purchased securities under Section 186 of the Companies Act, 2013.

18. Particulars of contracts or arrangements with Related Party:

All the related party transactions are entered on arms length basis and are in 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.

19. 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 and 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.

20. 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- 3.

B) The Company doesnt have any employee falling within the preview of Section 197 00of 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.

21. 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- 4.

22. 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.

23. 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- 5.

24. 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.

25. Internal Financial Control System and their Adequacy:

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.

26. 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.

27. 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.

28. 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) 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.

e) 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).

29. 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.

BY ORDER OF THE BOARD OF DIRECTORS
For ACI INFOCOM LIMITED
Mr. Anand Kumar Jain Mr. Kushal Chand Jain
Managing Director Director
(DIN 02411779) (DIN 03545081)