Your Directors present you the 31stAnnual Report of your Company and the
Audited Financial Statements for the financial year ended 31stMarch, 2025.
1. FINANCIAL SUMMARY
Financial Summary and performance Highlights of your Company, for the financial year
ended 31stMarch, 2025 are as follows:
Financial Highlights:
| Particulars |
2024-25 |
2023-24 |
| Total Revenue |
35.32 |
0 |
| Total Expense |
6002.76 |
983.02 |
| Profit/Loss Before Tax |
(5967.45) |
(983.02) |
| Less: Taxation |
|
|
| Current Tax |
0 |
0 |
| Deferred Tax |
(665.35) |
(642.91) |
| Profit/Loss After Tax |
(6632.80) |
(1625.93) |
2. RESULTS OF OPERATIONS
The Company has not generated any revenue for the financial year 2024-25. The Net Loss
after tax stood for F.Y. 2024-25 at Rs. 66,32,800/- (Rupees Sixty-Six Lakhs Thirty-Two
Thousand and Eight Hundred Only) as against Net Loss after tax Rs. 16,25,930/- (Rupees
Sixteen Lakhs Twenty-Five Thousand Nine Hundred and Thirty Only) in the previous year.
3. DIVIDEND AND TRANSFER TO RESERVES
The Company has suffered loss in the year 2024-25 hence it is not in the position to
recommend any dividend and there has been no transfer to General Reserve for the period
ended March 31, 2025.
4. CAPITAL STRUCTURE Authorised Share Capital
The Authorised Share Capital of the Company as at March 31, 2025 was Rs. 10, 00,
00,000/- (Rupees Ten Crore Only)
Paid up Share Capital
The Paid-up share capital as at March 31, 2025 stands at Rs. 9,16,09,000/- (Rupees Nine
Crore Sixteen Lakhs Nine Thousand Only) comprising of 91,60,900 equity shares of Rs. 10/-
each fully paid up.
5. CHANGE IN THE NATURE OF BUSINESS
During the year, there was no change in the nature of business of the Company.
6. MATERIAL CHANGES AND COMMITMENT
Following material changes and commitments affecting the financial position of the
company and occurring between the date of balance sheet and the date of report. Hence the
report containing followed material changes pertaining to the post -financial statement
event impacting the operations and performance of the company.
• Mr. Amit Kumar resigned from the post of Company Secretary & Compliance
Officer of the Company with effect from April 11, 2025.
• Mr. Monendra Srivastava has been resigned from the post of Managing Director and
CFO of the Company with effect from July 10, 2025.
• Mrs. Deepali Mahapatra appointed as the Company Secretary and Compliance Officer
of the Company with effect from July 10, 2025.
• Mrs. Anubha Chauhan has been appointed as an addition Director (Independent) on
the board of the Company with effect from July 10, 2025.
7. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING
THE FINANCIAL YEAR ENDED MARCH 31, 2025.
| Sr. No Name |
Designation |
Date of Appointment |
Cessation Date |
| 1 Himani Sharma |
Additional Director |
13/11/2018 |
|
| 2 Sushma Jain |
Additional Director (Independent) |
15/04/2022 |
|
| 3 Monendra Srivastava |
Managing Director |
17/05/2016 |
10/07/2025 |
| 4 Monendra Srivastava |
CFO |
10/02/2024 |
10/07/2025 |
| 5 Suresh Kumar Sharma |
Independent Director |
25/08/2017 |
28/05/2024 |
| 6 Umaid Raj Tater |
Independent Director |
25/08/2017 |
28/05/2024 |
| 7 Ruchi Sharma |
Independent Director |
28/05/2024 |
- |
| 8 Amit Kumar |
Company Secretary and Compliance Officer |
31/01/2025 |
11/04/2025 |
Appointment, Re-appointment and Resignation of Directors & Key Managerial
Personnel> Mrs. Deepali Mahapatra appointed as Company secretary and Compliance Officer
w.e.f: 10.07.2025
> *Mr. Monendra Srivastava resigned from the post of Managing Director and Chief
Financial Officer of the Company with effect from July 10, 2025.
> Mrs. Anubha Chauhan appointed as an Independent Director of the company on the
Board of the Company with effect from July 10, 2025.
> Mr. Amit Kumar resigned from the post of Company Secretary and Compliance Officer
of the Company with effect from April 11, 2025.
> Mr. Umaid Raj Tater has been resigned from the post of Directorship with effect
from May 28, 2024.
> Mr. Suresh Kumar Sharma resigned from the post of Directorship from the post of
Directorship of the Company with effect from May 28, 2025.
8. ANNUAL RETURN
The Annual Return pursuant to the provisions of Section 92(3) of The Companies Act,
2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014 shall
be published on the website of the company at www.aceedutrend.co.in.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and hence the said provision is not
applicable.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN
SECTION 188(1) OF THE COMPANIES ACT, 2013.
During the year under review, the Company has not entered into any contracts or
arrangements with related parties as referred to in Section 188(1) of the Companies Act,
2013. Accordingly, there are no transactions with Promoters, Directors, Key Managerial
Personnel or other related parties that could have had a potential conflict with the
interests of the Company at large.
Hence, the disclosure in Form AOC-2 is not applicable and has not been annexed.
11. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
There were four meetings of the Board held during the year:
| BM No. |
Date |
| 01/2024-25 |
28.05.2024 |
| 02/2024-25 |
07.08.2024 |
| 03/2024-25 |
12.11.2024 |
| 04/2024-25 |
31.01.2025 |
The gap between any two meetings has been less than one hundred and twenty days in all
meetings.
12. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013, the Directors hereby confirm
that:
• in the preparation of the annual accounts for the year ended 31stMarch,
2025, the applicable accounting standards read with requirements set out under Schedule
III to the Act, have been followed along with proper explanation relating to material
departures;
• they 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 as at 31st March, 2025and of the
profit and loss of the company for that period;
• they 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; •
• they have prepared the annual accounts on a going concern basis;
• they 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
• They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
13. STATUTORY AUDITOR
M/s Asha & Associates, Chartered Accountants (Firm Registration No. 000369N), were
appointment as the statutory auditors of the Company based on their consent and
certificate furnished by them in terms of Section 141 of the Companies Act, 2013, up to
the conclusion of Annual General Meeting to be held in the year 2027.
The requirement for the annual ratification of the auditor's appointment at the AGM has
been omitted pursuant to Companies(amendment) Act, 2017 notified on May 7, 2018.
14. SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies Act, 2013, the Company appointed M/s Chandan
Jha& Associates, a Practicing Company Secretary as its Secretarial Auditor to conduct
the Secretarial Audit of the Company for FY 2024-25. The Report of Secretarial Auditor
(Form MR-3) for the FY 2024-25is annexed to the report as Annexure-1.
15. INTERNAL AUDITOR
The Company has appointed M/s Chandni Singla & Associates, Chartered Accountants as
internal auditors of the company pursuant to section 138 of the Companies Act, 2013 read
with Rule 13 of Companies (Accounts) Rules, 2014.
16. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION
There were no qualifications, reservations or adverse remarks made by the Statutory
Auditor in their audit report.
However, the following qualification mentioned by the secretarial auditor in the
Secretarial Audit Report:
| S. No. Auditor Remarks |
Management Response |
| 1. Ms. Sushma Jain and Ms. Ruchi Sharma, independent directors in the
Company have not applied to the institute for inclusion of their name in the data bank and
have not passed selfassessment test as conducted by the Indian Institute of Corporate
Affairs (IICA) during the year ended March 31, 2025. Hence they stand ineligible to be |
The Directors in the process of obtaining the certificate from Institute
of Corporate Affairs (IICA) and will comply the provisions in coming days. |
| appointed as such in the office of independent directors in the Company.
It is a violation of Regulation 17 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and provisions of the Companies Act, 2013 |
|
| 2. Composition of Board of Directors is not constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors because
of ineligible Independent Directors. |
The Directors in the process of obtaining the certificate from Institute
of Corporate Affairs (IICA) and will comply the provisions in coming days and the
provision will comply soon. |
| 3. Composition of Audit Committee is not constituted with proper balance
consisting of a minimum of three Directors [with independent Directors forming a majority]
because of ineligible Independent Directors. |
The Directors in the process of obtaining the certificate from Institute
of Corporate Affairs (IICA) and will comply the provisions in coming days and the
provision will comply soon. |
| 4. Composition of Nomination and remuneration Committee is not
constituted with proper balance consisting of three or more nonexecutive Directors out of
which not less than one-half shall be independent directors because of ineligible
Independent Directors. |
The Directors in the process of obtaining the certificate from Institute
of Corporate Affairs (IICA) and will comply the provisions in coming days and the
provision will comply soon. |
| 5. Number of Meetings Mentioned in the Board Report and MGT-7 filed for
the Financial year 2023-24 is different. |
The error occurred due to a clerical mistake and was unintentional. We
will ensure that such an error does not occur in the future. |
| 6. Ms. Himani Sharma and Mrs. Sushma Jain appointed as additional
directors in the Company w.e.f 13.11.2018, 15.04.2022 respectively and were regularized in
the AGM. However, till date no ROC Form for regularization has been filed to the ROC. |
The Company will submit ROC Form for regularization alongwith applicable
fine soon. |
17. RISK MANAGEMENT POLICY
Your Directors have adopted a Risk Management Policy for the Company. The Audit
Committee and the Board of Directors of the Company review the risks, if any involved in
the Company from time to time, and take appropriate measures to minimize the same. The
Audit
Committee ensures that the Policy for Risk Management is adopted across the Company in
an inclusive manner.
18. ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY
No significant and material orders were passed by the Regulators, Courts or Tribunals
impacting the going concern status and Company's operations in future.
19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company's internal control systems are supplemented by an extensive programme of
internal audit by an independent professional agency and periodically reviewed by the
Audit Committee and Board of Directors. The internal control system is designed to ensure
that all financial and other records are reliable for preparing financial statements,
other data and for maintaining accountability of assets.
20. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013
and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 so as to qualify themselves to be appointed as Independent Directors under the
provisions of the Companies Act, 2013 and the relevant rules.
21. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The Company has adopted a Nomination and Remuneration Policy on Directors' Appointment
and Remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters as provided under Section 178(3) of the
Companies Act, 2013. The Policy is enclosed as a part of this report in compliance with
Section 134(3) of the Companies Act, 2013 as Annexure-4.
22. COMPOSITION DETAILS & NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS CONDUCTED
DURING THE YEAR
The composition of Board of Directors is following Regulation 17 of the Listing
Regulations as well as the Companies Act, 2013 read with the Rules issued thereunder. The
Company have optimum composition of Executive and Non-Executive Directors as on 31stMarch,
2025.
On an annual basis, the Company obtains from each Director details of the Board and
Board Committee position she / he occupies in other Companies and changes, if any,
regarding their Directorships. In addition, the Independent Directors provide an annual
confirmation that they meet the criteria of independence as defined under Section 149(6)
on an annual basis under the Companies Act, 2013.
The maximum tenure of Independent Directors is up to five consecutive years from the
date of their appointment. However, they can be re-appointed for another term of five
consecutive years from the date of their re-appointment.
Mrs. Himani Sharma (DIN: 08299061), director of the Company will retire at the ensuing
Annual General Meeting and being eligible has offered herself for re-appointment. The
Board recommends her re-appointment.
The Board of Directors along with its committees provides effective leadership and
strategic guidance to the Company's management while discharging its fiduciary
responsibilities, thereby ensuring that the management adheres to high standards of
ethics, transparency and disclosures.
Meetings of the Board
The Company has held such minimum number of Board in Calendar Year with maximum
interval of 120 days between any two consecutive board meetings which is following the
provisions of the Companies Act, 2013 (the ‘Act'), Secretarial Standand-1 and Listing
Regulations.
Composition of the Board of Directors as on March 31, 2025 and attendance in Board
Meeting held during the year
| Name & Designation |
Category |
No. of Board Meeting during the Year 2024-25 |
|
|
Held |
Attended |
| Monendra Srivastava |
Managing Director & CFO |
4 |
4 |
| Umaid Raj Tater |
Independent Director |
4 |
1 |
| Suresh Kumar Sharma |
Independent Director |
4 |
1 |
| Himani Sharma |
Director |
4 |
4 |
| Sushma Jain |
Independent Director |
4 |
4 |
| Ruchi Sharma |
Independent Director |
4 |
3 |
RELATIONSHIP BETWEEN DIRECTORS
Mr. Monendra Srivastava and Mrs. Himani Sharma are related as husband and wife. No
other Director is related to any other Director.
INDEPENDENT DIRECTORS' MEETING
Independent Directors meet time to time without the attendance of Non-Independent
Directors and members of the management of the Company inter alia, evaluated performance
of the Non-Independent Directors, Chairman of the Company and the Board of Directors as a
whole. They also assessed the quality, content and timeliness of flow of information
between the
Management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
Familiarization Programme for Independent Directors
The Company has in place a structured induction and familiarization program for the
Independent Directors. The Company familiarizes its Independent Directors with the
Company's corporate profile, its Vision and Values Statement, organizational structure,
the Company's history and milestones, latest Annual Report, Code of Conduct applicable to
Directors/Senior Management employees of the Company Code of Conduct for Prevention of
Insider Trading and other applicable codes along with the Sustainability Reports of the
Company. They are also updated on all business-related issues and new initiatives.
At the time of appointment, an appointment letter setting out the role, duties &
responsibilities, details regarding remuneration, performance evaluation process, among
others, is given to the Directors. The Directors are also explained in detail the
compliances required from them under the Act, Listing Regulations and other relevant
regulations and their individual affirmations are taken with respect to the same.
Brief details of the familiarization program are uploaded and can be accessed on the
Company's website. www. aceedutrend.co.in
COMMITTEES OF THE BOARD
To focus effectively on the issues and ensure expedient resolution of diverse matters,
the Board has constituted several Committees of Directors with specific terms of
reference. The Committees operate as empowered agents of the Board as per their terms of
reference that set forth the purposes, goals and responsibilities. Committee members are
appointed by the Board with the consent of individual Directors. The Committees meet as
often as required or as statutorily required.
Committees that are constituted voluntarily for effective governance of the affairs of
the Company may also include Company executives.
(i) Details of the committees of the Board as on March 31, 2025.
| Audit Committee |
Nomination and Remuneration Committee |
Stakeholders Relationship Committee |
| Mr. Monendra Srivastava (Chairman) |
Mrs. Sushma Jain (Chairperson) |
Mrs. Sushma Jain (Chairperson) |
| Mrs. Sushma Jain (Member) |
Mrs. Ruchi Sharma (Member) |
Mrs. Ruchi Sharma (Member) |
| Mrs. Ruchi Sharma (Member) |
Mrs. Himani Sharma (Member |
Mrs. Himani Sharma (Member |
(ii) Details of Meetings of the Committees held during the year 2024-25
| Name of the Directors |
No. of Committee Meeting |
|
Audit Committee |
Nomination & Remuneration Committee |
Stakeholders Relationship Committee |
|
Held |
Attendance |
Held |
Attendance |
Held |
Attendance |
| Mr. Monendra Srivastava |
4 |
4 |
2 |
NA |
1 |
NA |
| Mrs. Sushma Jain |
4 |
3 |
2 |
2 |
1 |
1 |
| Mrs. Ruchi Sharma |
4 |
4 |
2 |
1 |
1 |
1 |
| Mrs. Himani Sharma |
4 |
NA |
2 |
1 |
1 |
1 |
AUDIT COMMITTEE
The composition of the Audit Committee is in alignment with provisions of Section 177
of the Companies Act, 2013 read with the Rules issued there under and Regulation 18 of the
Listing Regulations. The members of the Audit Committee are financially literate and have
experience in financial management. The Committee through regular interaction with
external and internal auditors and review of financial statements ensures that the
interests of stakeholders are properly protected.
(i) Terms of reference
The Audit Committee functions according to its terms of reference that define its
composition, authority, responsibility and reporting functions in accordance with the
provisions of the Companies Act and Regulation 18 of Listing Regulations which,
inter-alia, currently include the following:
1. Oversight of the Company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
2. Recommendation for appointment, remuneration, terms of appointment of auditor of the
Company;
3. Approval of payment to statutory auditors for any other permitted services rendered
by the statutory auditors;
4. Reviewing and examining, with the management, the annual financial statements before
submission to the Board for approval, with particular reference to:
a) Matters required to be included in the Director's Responsibility Statement to be
included in the Board's Report.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgment by
management.
d) Significant adjustments made in the financial statements arising out of audit
findings.
e) Compliance with listing and other legal requirements relating to financial
statements.
f) Disclosure of any related party transactions.
g) Draft Auditors' report including qualifications, if any
5. Reviewing, with the management, the quarterly financial statements before submission
to the Board for approval;
6. Reviewing and monitoring, with the management, the statement of uses/ application of
funds raised through an issue/ public offers (public issue, rights issue, preferential
issue, etc.), the statement of funds utilized for purposes other than those stated in the
offer document/ prospectus/ notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter;
7. Reviewing and monitoring with the management, independence and performance of
statutory and internal auditors, adequacy of the internal control systems, and
effectiveness of the audit processes;
8. Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure, coverage and frequency of internal audit;
9. Discussion with internal auditors of any significant findings and follow up thereon;
10. Reviewing the findings of any internal investigations by internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the Board;
11. Discussion with Statutory Auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;
12. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of nonpayment of declared dividends) and
creditors;
13. To ensure establishment of and to review the functioning of the Whistle Blower
Policy (Vigil Mechanism);
14. Approval of appointment of CFO (i.e., the whole- time Finance Director or any other
person heading the finance function or discharging that function) after assessing the
qualifications experience &background, etc. of the candidate;
15. Approval or any subsequent modification of transactions of the Company with related
parties;
16. Scrutiny of inter-corporate loans and investments;
17. Valuation of undertakings or assets of the Company, wherever it is necessary;
18. Evaluation of internal financial controls and risk management system;
19. Review of Management discussion and analysis of financial condition and results of
operations;
20. Review of Management letters / letters of internal control weaknesses issued by the
statutory auditors;
21. Review of Internal audit reports relating to internal control weaknesses;
22. Review of Financial statement, in particular, investments made by the subsidiary
company(s);
23. Review of appointment, removal and terms of reference of Chief Internal Auditor;
24. Recommend appointment and remuneration of Cost Auditors;
25. Any other role as prescribed by the Companies Act, 2013 and the Listing
Regulations.
(ii) Meetings
Audit Committee meets at least four times in a year with a gap of not more than four
months between two meetings. During the year the Committee met four times i.e. on
28.05.2024, 07.08.2024, 12.11.2024, and 31.01.2025
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee, constituted under Section 178 of the Act and
Regulation 19 read with Part D of Schedule II of the Listing Regulations, functions
according to its terms of reference that define its composition, authority, responsibility
and reporting functions which, inter alia, include the following:
(i) Terms of Reference
1. Recommend to the board the set up and composition of the board and its committees
including the formulation of the criteria for determining qualifications, positive
attributes and independence of a director”. The committee will consider periodically
reviewing the composition of the board with the objective of achieving an optimum balance
of size, skills, independence, knowledge, age, gender and experience.
2. Recommend to the board the appointment or re-appointment of directors.
3. Devise a policy on board diversity.
4. Recommend to the board appointment of key managerial personnel (“KMP” as
defined by the Act) and executive team members of the Company (as defined by this
committee).
5. Recommend to the board the remuneration policy for directors, executive team or key
managerial personnel as well as the rest of the employees.
(ii) Meetings
The Committee meets as often as required. During the year the Committee met two time on
28th May, 2024 and 31st January 2025.
Investors' Grievances/Complaints
During the year, the Company didn't receive any complaint/grievance from the investors.
No complaint was pending as on March 31, 2025.
Transfers, Transmissions etc. approved
During the year under review, no request had been received for share
transfer/transmission. The has 3623 shareholders as on March 31, 2025.
REMUNERATION OF DIRECTORS
The Company has no stock option plans for the directors and hence, it does not form a
part of the remuneration package payable to any executive and/or non-executive director.
In 2024-25, the Company did not advance any loans to any of the executive and/or
nonexecutive directors
(i) Remuneration to Executive Directors
The Company has not paid any remuneration to the Executive directors for the Financial
year 2024-25.
(ii) Remuneration to Non-Executive Directors
During the FY 2024-25, the Company has not paid any remuneration to the non-executive
directors.
(iii) Criteria for making payment to Non-Executive Directors
Criteria for making payment to Non-Executive Director has been disseminated on our
website at www.aceedutrend.co.in
23. GENERAL BODY MEETINGS
(i) The details of last three Annual General Meetings (AGM) of the Company are as
follows:
(ii)
| Year |
Date |
Time |
Venue |
Special Resolution Passed |
| 2024 |
September 10, 2024 |
12:00 Noon |
At Maharaja Banquets Monarch Residency, A-1/20A, Paschim Vihar,
(Opposite Metro Pillar No. 256), Main Rohtak Road, New Delhi-110063 |
Regularisation of Mrs. Ruchi Sharma (DIN: 10643519) as Independent
Director of the Company. Re-appointment of Mr. Monendra Srivastava (DIN: 07489845) as
Managing Director of the Company. |
| 2023 |
September 27, 2023 |
12:00 Noon |
At Maharaja Banquets Monarch Residency, A-1/20A, Paschim Vihar,
(Opposite Metro Pillar No. 256), Main Rohtak Road, New Delhi-110063 |
1. Reclassification of Promoters of the Company as Public Shareholders. |
| 2022 |
September 17, 2022 |
10:00 A.M. |
At Maharaja Banquets Monarch Residency, A-1/20A, Paschim Vihar,
(Opposite Metro Pillar No. 256), Main Rohtak Road, New Delhi-110063 |
1. Appointment of Mr. Prasanna L. Mohapatra as an Independent Director.
2. Appointment of Mrs. Sushma Jain as Independent Director of the Company |
24. PERFORMANCE EVALUATION OF THE BOARD
Regulation 4 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 mandates that the Board shall monitor and review the Board Evaluation framework. The
Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board
of its own performance and that of its committees and individual Directors. Schedule IV of
the Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 states that the performance evaluation of Independent
Directors shall be done by the entire Board of Directors, excluding the director being
evaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board, the actual evaluation process shall remain
confidential and shall be a constructive mechanism to improve the effectiveness of the
Board/ Committee.
25. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The criteria of Corporate Social Responsibility as prescribed under Section 135 of the
Companies Act, 2013 is not applicable on the Company. Thus, there is no requirement to
constitute a committee, formulate the policy and spent amount on Corporate Social
Responsibility.
26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism/ Whistle Blower Policy and overseas
through the committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate 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 reporting issues concerning the interests
of co-employees and the Company. The Whistle Blower policy as approved by the Board has
been uploaded on the website of the Company i.e. www.aceedutrend.co.in
27. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OFTHE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and
Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the names and other particulars of employees should be set out in the annexure to the
Directors' Report. As the Company has not paid any remuneration to the Directors,
therefore, there is no requirement to comply with the provisions of this section.
28. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to fostering an open, inclusive, and safe work environment
where every employee feels valued and empowered, regardless of gender, sexual orientation,
or any other personal attributes. In line with this commitment, the Company has adopted a
policy for the prevention of sexual harassment, in accordance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013
(“POSH Act”).
While the Company has framed an Anti-Sexual Harassment Policy in compliance with the
POSH Act, it is currently not required to constitute an Internal Complaints Committee
(ICC) under the said legislation, as the provisions relating to its constitution are not
applicable to the Company during the year under review.
Furthermore, the Company has not received any complaints relating to workplace
misconduct, including sexual harassment, during the financial year.
29. COMPLIANCE WITH THE MATERNITY BENEFIT ACT
The Company affirms its full awareness of and commitment to complying with the
provisions of the Maternity Benefit Act, 1961. Although there are currently no women
employees on the Company's rolls who are eligible under the Act, appropriate systems and
policies have been established to ensure that all statutory benefits?such as paid
maternity leave, continuity of salary and service during the leave period, nursing breaks,
and flexible return-to-work arrangements?are duly extended to eligible women employees as
and when applicable. The Company remains dedicated to fostering an inclusive, supportive,
and legally compliant workplace environment
30. SHARES
a) Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
b) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
c) Bonus Shares
No Bonus Shares were issued during the year under review.
d) Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
31. FIXED DEPOSITS
The Company has not accepted any deposit during the Financial Year 2024-25 and, as
such, no amount of principal and interest was outstanding as on Balance Sheet date.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under Section 134(1)(m) of the Act read with Companies'
(Disclosures of Particulars in the Report of the Board of Directors) Rules, 2014 regarding
Conservation of Energy and Technology Absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review. Further there
was no Foreign Exchange earnings and outgo during the Financial Year 2024-25.
33. MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on Management Discussion and Analysis relating to business and
economic environment surrounding your company is enclosed as a part of the Annual Report.
34. SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES
The Company doesn't have any subsidiary, joint venture or associate Company.
35. CORPORATE GOVERNANCE
The Company is not required to submit Corporate Governance Report as the equity share
capital and net worth of the Company is less than required limits as on the last date of
the previous financial year.
36. LISTING OF SHARES
Your Company is listed on the Bombay Stock Exchange of India Limited.
37. NO DEFAULT
The Company has not defaulted in payment of interest and repayment of loan to any of
the financial institutions and /or banks during the period under review.
37. DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors'
Certificate thereon, and the integrated Management Discussion and Analysis are attached,
which forms part of this report. The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and that such systems are adequate and operating
effectively.
38. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE FOR NONDISQUALIFICATION OF
DIRECTORS
A certificate has been received from Chandan Jha, Company Secretaries in practice that
none of the Directors on the Board of the Company had been debarred or disqualified from
being appointed or continuing as Directors of companies by the Securities and Exchange
Board of India, Ministry of Corporate Affairs or any such other statutory/ regulatory
authority. The same has been enclosed as herewith as part of Annual Report.
39. OTHER DISCLOSURES
> No applications made or any proceedings pending under the Insolvency and
Bankruptcy Code, 2016 during the year against the company.
> No One time Settlement made in respect of any loan from Banks and Financial
Institution.
40. ACKNOWLEDGEMENTS
Your directors take this opportunity to express the gratitude to all investors,
clients, vendors, bankers, Regulatory and Government authorities, Stock Exchanges and
business associates for their cooperation, encouragement and continued support extended to
the Company. Your directors also wish to place on record their appreciation to the
Associates for their continuing support and unstinting efforts in ensuring an excellent
all-round operational performance at all levels.
| By order of the Board |
| For ACE EDUTREND LIMITED |
| Sd/- |
Sd/- |
| Sushma Jain |
Himani Sharma |
| Director |
Director |
| DIN:08545336 |
DIN: 08299061 |
|
Date: 28.08.2025 |
|
Place: New Delhi |
|