| Dear Members,
The Directors take great pleasure in presenting their 8 th Annual
Report on the business and operations of the company with the audited
accounts for the financial year ended 31st March, 2015.
Financial Performance
(Rs. in lacs)
Particulars 2014-15 2013-14
Gross Income 1492.69 1613.63
Profit before Interest and Depreciation 112.00 197.80
Finance Charges 79.52 101.78
Provision for depreciation 26.83 65.10
Net Profit before tax 5.64 12.91
Profit /(Loss) after tax 7.54 0.69
Profit/(Loss) b/f from previous period 58.53 57.84
Prior period adjustment - -
Profit for Appropriation Sub Total (A) 66.07 58.53
Transfer to General Reserve - -
Proposed Dividend - -
Tax on Dividend - -
Sub Total (B)
Bal carried to Balance sheet (A-B) 66.07 58.53
Your Directors report that company has posted gross receipts including
other income at Rs. 149,269,564 in the year under review as compared to
Rs. 161,363,382 in previous year. Your company has posted a net profit
of Rs. 7,54,899 in the year under review as compared to Rs. 169,134 in
the corresponding previous year.
DIVIDEND
For strengthening the working capital position of the company,
directors do not recommend any dividend during the year.
SHARE CAPITAL
During the year under review, Authorized Share Capital remained
unchanged at Rs. 160,000,000 and paid up share capital remained
unchanged to Rs. 126,704,560.
DEPOSITS
Your company has neither invited nor accepted any fixed deposits during
the year under review.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the provisions of Section 135 of the
Companies Act, 2013 are not applicable.
STATUTORY AUDITORS
M/s. Biponchandra J. Modi, Chartered Accountants, (Firm Registration
Number: 101521W) were appointed as the Statutory Auditors of the
company in EGM held on 30th June, 2015 due to resignation of M/s.Rasesh
Shah & Associates, Chartered Accountants due to their pre-occupation in
other professional assignments, for five consecutive years, subject to
ratification at every Annual General Meeting. Accordingly, their
appointment is proposed to be ratified in the ensuing AGM. They have
given their eligibility & consent for the proposed ratification.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKSOR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY INTHEIR REPORTS
There was no qualifications, reservations or adverse remarks made by
the either by the Auditors or by the Practicing Company Secretary in
their respective reports.
DIRECTORS
Mr. Bharat Jashwantlal Choksi retires at the ensuing Annual General
Meeting and being eligible offer themselves for reappointment.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all therequirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselvesto be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and therelevant rules.
BOARD MEETING
The details of Board Meetings held during the year, attendance of the
directors in the meetings and constitution of various Committees of the
Board are included separately in the Corporate Governance Report.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
Company has constituted Nomination and Remuneration Committee for the
purpose of making cruial decisions pertaining to appointment of
directors and fixing of remuneration/compensation to directors of
company. The directors are appointed on the basis of attributes like
experience, qualification, aptitude and knowledge. The remuneration of
directors is decided by committee on the basis of their individual
inputs in terms of time and efforts for the growth and betterment of
the company.
The remuneration is recommended by the Remuneration Committee based on
criteria such as industry benchmarks, the Company's performance
vis-a-vis the industry, responsibilities shouldered, performance/track
record etc. and is decided by the Board of Directors. The Board, on the
recommendations of the Remuneration Committee, approves the annual
increments.
Within the prescribed ceiling, the perquisites package is recommended
by the Remuneration Committee to the Board. Payment of remuneration to
the Managing Director and Executive Directors is governed by the
respective agreements executed between them and the Company and are
governed by Board and shareholders' resolutions.
INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT &
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The Company has not appointed any employee(s) in receipt of
remuneration exceeding the limits specified under Rule 5 (2) of
Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has duly set up an Internal Complaints Committee (ICC) in
line with the requirements of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress
complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15.
No of complaints received: Nil
No of complaints disposed off: Nil
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) read with Section 134(5) of the
Companies Act, 2013, the Board of Directors hereby state and confirm
that
1. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with the proper explanation relating
to material departures, if any;
2. We 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, 2015 and the Profit and Loss Account
for the year ended on that date;
3. We have 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 the frauds and other irregularities.
4. We have prepared the annual accounts on a going concern basis
5. We have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were
operating effectively;
6. We have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and were operating effectively;
HUMAN RESOURCES
Human resource development is critical in delivering the strategic
agenda of the company. the human resources agenda, that includes within
its gamut the attraction and retention of talent, skills development,
reward and recognition, performance management and employee engagement
is realized through a number of key initiatives, systems and processes.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THECOMPANIES ACT, 2013
There was no loan given or guarantee given or investment made or
security provided pursuant to Section 186 of the Companies Act, 2013
during the year under review and hence the said provisions are not
applicable.
DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES
It is not proposed to carry any amount to any reserves from the profits
of the Company. Hence, disclosure under Section 134 (3) (j) of the
companies act, 2013 is not required.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statement relate on the date of this report.
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
DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS /
COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATION IN FUTURE
There are no significant material orders passed by the Regulators /
Courts / Tribunal which would impact the going concern status of the
Company and its future operations. Hence, disclosure pursuant to Rule
8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.
INTERNAL CONTROLS, AUDIT AND COMPLIANCE
Your company has Internal Audit and Compliance functions which are
responsible for independently evaluating the adequacy of all internal
controls and ensuring operating to internalprocesses as well as to
regulatory and legal requirements. The audit function also proactively
recommends improvements in operational processes and service quality.
Your company has always adhered to the highest standards of compliance
and governance and has put in place controls and an appropriate
structure to ensure this. The audit committee of the Board also reviews
the performance of the audit and reviews the effectiveness of the
controls.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE
PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013
Details of each of the related party transaction entered into by the
Company during the Yeartogether with justification areannexed herewith
in Form AOC-2 as "Annexure A".
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of
the Companies (Management and Administration) Rules, 2014, the extract
of the Annual Return is annexed as "Annexure B".
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM
The Audit Committee consists of the following members;
a. Mr. Bharat Jashwantlal Choksi
b. Mr. Rajendra Desai
c. Ms. Prachi Shukla
The above composition of the Audit Committee consists of independent
Directors viz., Mr. Rajendra Desai and Ms. Prachi Shukla who form the
majority.
The Company has established a vigil mechanism and overseas through the
committee, the genuineconcerns expressed by the employees and other
Directors. The Company has also providedadequate safeguards against
victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the chairman of the
Audit Committee on reportingissues concerning the interests of co
employees and the Company.
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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGSAND OUTGO
The measures to be taken pertaining to conservation of energy and
technology absorption is not applicable to the company. Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is furnished in "Annexure C"
The Company is ernestly pursuing to upgrade and adopt technological
advancement in the field of industry especially the online portal
business, digital marketing, etc.
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, banker IDBI Bank
Limited 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
Sd/-
Sd/-
Place: SURAT Raju Choksi Bharat Choksi
Date: September 3, 2015 Managing Director Director
DIN: 01421108 DIN: 01421133
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