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Ace Software Exports Ltd.

BSE: 531525 Sector: IT
NSE: N.A. ISIN Code: INE849B01010
BSE 00:00 | 24 Apr Ace Software Exports Ltd
NSE 05:30 | 01 Jan Ace Software Exports Ltd
OPEN 11.85
52-Week high 23.10
52-Week low 11.40
P/E 21.07
Mkt Cap.(Rs cr) 6
Buy Price 11.40
Buy Qty 98.00
Sell Price 12.95
Sell Qty 5.00
OPEN 11.85
CLOSE 11.85
52-Week high 23.10
52-Week low 11.40
P/E 21.07
Mkt Cap.(Rs cr) 6
Buy Price 11.40
Buy Qty 98.00
Sell Price 12.95
Sell Qty 5.00

Ace Software Exports Ltd. (ACESOFTEXP) - Director Report

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Company director report

Dear Members

Your directors are pleased to present the Twenty Fifth Annual Report and theCompany’s audited financial statement for the financial year ended March 31 2019.


The Company’s financial performance for the year ended March 31 2019 issummarized below;

(Rs. Lacs)

Sr. No. Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
1. Revenue from operation 799.53 871.08 799.73 871.28
2. Other income 143.17 112.22 126.09 102.78
3. Total Revenue 942.70 983.30 925.82 974.06
4. Depreciation & Amortization 24.41 28.21 24.41 31.65
5. Employee Benefit expenses 268.27 275.13 314.01 275.13
6. Finance Cost 0.59 1.45 0.74 1.45
7. Other expenses 583.17 555.08 608.15 557.74
8. Profit/(loss) before tax (PBT) 72.23 128.23 (15.53) 112.89
9. Taxation 0.57 8.67 1.07 9.57
10. Profit/(loss) After Tax(PAT) 71.66 119.56 (16.60) 103.32

Revenue from operation on standalone and consolidated basis decrease by 8.21% .

Net profit on standalone basis decrease by 40.00% due to decrease in revenue fromoperation whereas profit on consolidated basis reduced from 103.32 lacs to -16.60 lacsdue to initial expenses related to Ace Nature Cure LLP subsidiary of the company.


The Company has not transferred any sum to the General Reserves.


With a view to plough back profit of the year and in order to conserve resources foroperational purposes the board of directors of your company does not recommend anydividend for the year.


As per Regulation 33 of the Securities and Exchange Board Regulations 2015(hereinafter referred to as “Listing Regulations”) and applicable provisions ofthe Companies Act 2013 read with the Rules issued there under the Consolidated FinancialStatements of the Company for the financial year 2018-19 have been prepared in compliancewith applicable Accounting Standards and on the basis of audited financial statements ofthe Company and its subsidiaries as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors’ Report form partof this Annual Report.


There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and till the date of this Report whichaffect the financial position of the Company. There has been no change in the nature ofbusiness of the Company.


No significant and material orders passed by the regulators or courts or tribunalsimpacting going concern status and Company’s operations in future.


The Company has not accepted any fixed deposits under chapter V of companies Act 2013and as such no amount of principal or interest was outstanding as of the Balance Sheetdate.


Pursuant to Section 134(3) (a) of Companies Act 2013 extract of the annual return isappended as Annexure-1 to the Board’s Report.


Name of Directors Founder and Executive/Director Designation Age Qualification Other Directorship in Company Membership of Committee in other Public Limited Companies
Mr. Vikram B. Sanghani DIN: 00183818 Jt. Managing Director 56 MBA (Finance) Ace Infoworld Pvt. Ltd. Ace Infoway Pvt. Ltd Ace Computer Education Pvt. Ltd. Everest Office Owners Asso. Pvt. Ltd. Ace Riverside Pvt. Ltd. Neorajkot Foundation
Mr. Sanjay H. Dhamsania DIN: 00013892 Jt. Managing Director 57 MS (Computer Science) Ace infoworld Pvt. Ltd. Ace Infoway Pvt. Ltd Ace Computer Education Pvt. Ltd. Everest Office Owners Asso. Pvt. Ltd. Ace Riverside Pvt. Ltd.
Independent & Non Executive Director Designation Age Qualification Other Directorship
Mr. Pratik C. Dadhania Director 47 Graduate in - -
DIN: 02931106 Architecture
Mr. Vimal L. Kalaria Director 46 Post Graduate - -
DIN : 00029395 Diploma in Finance
Mr.Dharamshibhai R. Vadalia DIN : 00015165 Director 67 Under Graduate Dipak Agro Oil Mill Pvt. Ltd. Ace Infoworld Pvt. Ltd. -
Ms. Dhara S. Shah DIN: 06983857 Director 30 B.Com CS LL.B Mayur Floorings Limited Vishal Fabrics Limited Toyam Industries Limited Toyam Industeries Limited NRC Member Vishal Fabrics Limted Audit Committee SRC CSR NRC (Chairperson) Mayur Floorings Ltd. Audit Committee NRC (Chairperson) SRC (Chairperson)

Six board meetings were held during the year ended on March 31 2019. These were heldon April 26 2018 May 30 2018 July 07 2018 August 14 2018 November 14 2018 andFebruary 14 2019.

Name of Directors on August 112018 Designation No. of Meetings Whether attended last AGM held
Held Attended
Vikram B. Sanghani Jt. Managing Director 6 6 Yes
Sanjay H. Dhamsania Jt. Managing Director 6 5 Yes
Vimal L. Kalaria Independent Director 6 6 Yes
Dharamshi R. Vadalia Independent Director 6 6 Yes
Pratik C. Dadhania Independent Director 6 6 Yes
Dhara Shah Independent Director 6 3 No

Pursuant to Schedule IV of the Companies Act 2013 and the Rules made there under theindependent directors of the Company shall hold at least one meeting in a year withoutthe attendance of non independent directors and members of the Management. All theindependent directors of the Company shall strive to be present at such meetings. Themeeting shall review the performance of non independent directors and the Board as awhole; review the performance of the chairman of the Board taking into account the viewsof the executive directors and non-executive directors; assess the quality quantity andtimeliness of flow of information between the Management and the board that is necessaryfor it to effectively and reasonably perform its duties. Meeting of Independent Directorswas held on March 16 2019.

Terms and conditions of appointment of Independent directors uploaded on the website ofthe company.

COMMITTEE: Audit committee:

The Committee’s composition and terms of reference are in compliance withprovisions of Section 177 of the Companies Act 2013 and Regulation 18 of the ListingRegulations. Members of the Audit Committee possess requisite qualifications.

Six meetings of Audit Committee were held during the year ended on March 31 2019.These were held on April 26 2018 May 30 2018 July 07 2018 August 14 2018 November14 2018 and February 14 2019.

Name Designation No. of Meetings
Held Attended
Vimal Kalaria (Non-Executive Independent Director) Chairman 6 6
Dharamshi Vadalia (Non-Executive Independent Director) Member 6 6
Pratik Dadhania (Non-Executive Independent Director) Member 6 6

Nomination and Remuneration Committee (NRC) :

The Committee’s composition and terms of reference are in compliance withprovisions of the Companies Act 2013 Regulation 19 of the Listing Regulations. NRCidentifies persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down recommend to the Board theirappointment and removal and carries out evaluation of every director’s performanceand works as per the policy formulated thereof.

Five meetings were held during the year ended on March 31 2019. These were held on May30 2018 July 07 2018 August 14 2018 November 14 2018 and February 14 2019.

Name Designation No. of Meetings
Held Attended
Vimal Kalaria (Non-Executive Independent Director) Chairman 5 5
Dharamshi Vadalia (Non-Executive Independent Director) Member 5 5
Pratik Dadhania (Non-Executive Independent Director) Member 5 5

Details of Remuneration paid to executive directors independent directors and KMPsduring the year is given under the Annexure -1 (Extract of Annual Return)

Stakeholders Relationship Committee

The Committee’s composition and terms of reference are in compliance withprovisions of the Companies Act 2013 and Regulation 20 the Listing Regulations.Constituted for considering and resolving grievances of security holders and disseminationof information to shareholders Four meetings were held during the year ended on March 312019. These were held on May 30 2018 August 14 2018 November 14 2018 and February 142019.

Name Designation No. of Meetings
Held Attended
Dharamshi Vadalia (Non-Executive Independent Director) Chairman 4 4
Pratik Dadhania (Non-Executive Independent Director) Member 4 4
Vikram Sanghani (Executive Director) Member 4 4
Sanjay Dhamsania (Executive Director) Member 4 4


H. B. Kalaria & Associates Chartered Accountants (Firm Reg. no. 104571W) appointedas Auditors of the Company for a term of 5 (five) consecutive years at the AnnualGeneral Meeting held on September 23 2017. They have confirmed that they are notdisqualified from continuing as Auditors of the Company. The requirement to place thematter relating to appointment of auditors for ratification by Members at every AGM hasbeen done away by the Companies (Amendment) Act 2017 with effect from May 7 2018.Accordingly no resolution is being proposed for ratification of appointment of statutoryauditors at the ensuing AGM and a note in respect of same has been included in the Noticefor this AGM.

The Notes on financial statement referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors’ Report doesnot contain any qualification reservation adverse remark or disclaimer.


Hemali S. Patel Practicing Company Secretaries was appointed to conduct thesecretarial audit of the Company for the financial year 2018-19 as required under Section204 of the Companies Act 2013 and Rules there under.

The secretarial audit report for FY 2018-19 forms part of the Annual Report asAnnexure-2 to the Board’s report. The Auditors’ Report does not contain anyqualification reservation or adverse remark.


During the year under review the Statutory Auditors and Secretarial Auditors have notreported any instances of frauds committed in the Company by its officers or employees tothe Audit Committee under section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.


During the year the Board of Directors (‘the Board’) reviewed affairs of thesubsidiaries. In accordance with section 129 (3) of the Companies Act 2013 we haveprepared consolidated financial statements of the company and all its subsidiaries whichform part of the Annual Report. Further a statement of our subsidiaries containing thesalient features of the financial statement of our subsidiaries in the prescribed formatAOC-1 is appended to the consolidated financial statements and hence not repeated here forthe sake of brevity. Further pursuant to the provisions of section 136 of the Act thefinancial statements along with relevant documents and separate audited accounts inrespect of subsidiaries are available on the website of the company. Further the Companyhas adopted a Policy in line with the requirements of the Listing Regulations. Theobjective of this policy is to lay down criteria for identification and dealing withmaterial subsidiaries and to formulate a governance framework for subsidiaries of theCompany. The policy on Material Subsidiary is available on the website of the Company


The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors’ and ‘General Meetings’respectively have been duly followed by the Company.


The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and other applicable provisions ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees for the purposeof attending meetings of the Company.


Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

Loan given to the below mentioned parties during the F.Y. 2018-19 at a prevailing rateof interest for business purpose.

Name Loan amount (in lacs)
Hitesh Vora 32
Trusha Vora 44.42
Ace Nature Cure LLP 35.97

From the above Ace Nature Cure LLP is subsidiary of the company as falls under thesection 189 of the Companies Act 2013. Details of investment are provided in the note no.4 and 7 of Financial Statements.


The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are as under;.

(A)Conservation of energy

- the Steps taken or impact on conservation of energy

Company is ever mindful of the need for energy conservation not only as a method ofcost reduction but also because it is a global imperative. We have ensured that thefollowing measures are institutionalized across all our facilities:

i. Optimal cooling of work areas and data centers.

ii. Switching off computers when not in use.

iii. Utilization of lights and standalone air conditioners only when required.

iv. Minimal usage of AC s and lights during weekend.

- the steps taken by the company for utilizing alternate source of energy& Capitalinvestment on energy conservation equipments

At present Company has not utilize any alternate source of energy and emphasize on theConservation of energy and be frugal in utilizing the energy.

- Impact of these measures:

Taking effective measurements in saving energy has significantly benefitted thecompany.

(B)Technology absorption:-

- the efforts made towards technology absorption benefit derives & Research andDevelopment i. The Company continues to use the latest technologies for improving theproductivity and quality of its services and products. The Company’s operations donot require significant import of technology. Company has not incurred any expenses forresearch and development.

(c) Foreign exchange earnings and outgo :-

Particulars 2018-19 2017-18
Foreign Exchange earning (USD 998844.04) (INR 69520090.00) (USD 1338427.57) (INR 86578986.00 )
Foreign Exchange Outgo (EURO 99.90) (GBP 9343.15) - (INR 876465)


The Company continues to use risk management frame work adopted by board in (a)Overseeing and approving the Company’s enterprise wide risk management framework; and(b) Overseeing that all the risks that the organization faces such as strategicfinancial credit market liquidity security property IT legal regulatoryreputational and other risks have been identified and assessed and there is an adequaterisk management infrastructure in place capable of addressing those risks. TheCompany’s management systems organizational structures processes standards codeof conduct that governs how the Company conducts the business and manages associatedrisks.


The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.


Pursuant to section 135 of the Companies Act 2013 every company having net worth ofRs. 500 crore or more or turnover of Rs. 1000 crore or more or a net profit of Rs. 5crore or more during any financial year shall constitute a Corporate Social ResponsibilityCommittee. Our company has not triggered any of the above limits; hence no committee inthis regard has been constituted.


Pursuant to the provisions of section 203 of the Companies Act 2013 the key managerial personnel of the Company are
Mr. Vikram B. Sanghani Jt. Managing Director
Mr. Sanjay H. Dhamsania Jt. Managing Director
Mr. Jyotin B. Vasavada Chief Financial Officer
Mr. Jayram K. Vachhani Company Secretary

There has been no change in directors and key managerial personnel during the year.


Pursuant to the provisions of section 152(6) of the Companies Act 2013 VikramBhupatbhai Sanghani and Sanjay Harilal Dhamsania Directors are liable to retire byrotation and being eligible offer themselves for re-appointment.

Appointment is recommended by Nomination and Remuneration Committee.


Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Director’s Responsibility Statements it is hereby confirmed that -a) inthe preparation of the annual accounts for the year ended March 31 2019 the applicableaccounting standards read with requirements set out under Schedule III to the Act havebeen followed and there are no material departures from the same; b) the Directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2019 and of the profit of the Company for theyear ended on that date; c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) the Directors have prepared the annual accounts on a ‘goingconcern’ basis; e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and f) the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand operating effectively.

Based on the framework of internal financial controls and compliance system establishedand maintained by the Company work performed by the internal statutory and secretarialauditor and external consultants audit of financial reporting by the statutory auditorand reviews performed by management and audit committee the board is of the opinion thatthe Company’s internal financial controls were adequate and effective during FY2018-19.


The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 5 2017 In a separate meeting ofindependent directors performance of non-independent directors the board as a whole andthe Chairman of the Company was evaluated taking into account the views of executivedirectors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.

The Company has devised a Policy for performance evaluation of the Board Committeesand other individual Directors (including Independent Directors) which includes criteriafor performance evaluation of the Non-executive Directors and Executive Directors.

The link of policy of the company on director’s appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters as required under sub-section (3) of Section 178 of theCompanies Act 2013 is as under;’s%20Independence.pdf has been no change in the policy since the last fiscal year. We affirm that theremuneration paid to the directors is as per the terms laid out in the nomination andremuneration policy of the company.

The evaluation of all the directors and the board as a whole was conducted based on thecriteria and framework adopted by the board. The board approved the evaluation results ascollected by the nomination and remuneration committee.


The table containing particulars of employees in accordance with the provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended asAnnexure -3 to the Board’s report.

There are no employees in the Company drawing remuneration who are in receipt ofremuneration of ‘ One Crore and Two lakh or more or employed for part of the yearand in receipt of ‘ Eight lakh and Fifty Thousand or more a month under Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 read withCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016.

The statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Act read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isprovided in a separate annexure forming part of this report. Further the report and theaccounts are being sent to the members excluding the aforesaid annexure. In terms ofSection 136 of the Act the said annexure is open for inspection at the Registered Officeof the Company and has been uploaded on the website of the Company at shareholder interested in obtaining a copy of the same may write to the CompanySecretary.


The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

The Internal Complaints Committee (“ICC”) has been set up to redress thecomplaints received regarding sexual harassment. All employees are covered under thispolicy.

The following is the summary of the complaints received and disposed off during thefinancial Year 2018-19:

a) No. of complaints received: NIL

b) No. of complaints disposed off: NIL


The Company has established a whistle blower policy and also established a mechanismfor directors and employees to report their concerns. The same has been uploaded on thewebsite of the company link to open the policy is


All related party transactions that were entered into during the financial year were onan arm’s length basis and prior approval of Audit Committee Board of Directors andmembers were obtained whenever required.

The details of the related party transactions as required under Section 134(3)(h) ofthe Companies Act 2013 r/w Rule 8 of the Companies (Accounts) Rules 2014 is attached asAnnexure -4.

There are no materially significant related party transactions that may have potentialconflict with interest of the Company at large.


AGM held during the financial year 2018-19: 11th August 2018 Stock Exchangewhere the shares of the company are listed: BSE Ltd. Scrip Code of the Company: 531525

All the information related to companies its policies quarterly financial resultAnnual Reports of the Company and its subsidiaries shareholding pattern and otherdocuments filed with BSE are uploaded on the website of the company i.e.


a. Industry Structure &Development:

In FY 2019 the global market for software and services is estimated to have grown to$1.4 trillion. IT Services is estimated to have grown by 3.2% YoY. Ace provides DocumentManagement Digital Publishing and Data Conversion solutions using optimal processengineering and cost-effective and flexible conversion systems. We are a majorfull-service digital content provider and are able to deliver digital content with 99.995%accuracy and 100% application based integrity.

Ace has been active in catering to the outsourcing needs of publishers and otherorganizations for 25 years. Over the years we have adopted a seamless partnershipapproach. Our clients tend to work with Ace as true partners; often with the feeling thatthis is a virtual extension of their own operations. It is our strong belief that thisintegration is the cornerstone of the success of any business relationship.

The Company’s business relates to database creation (E-Publishing) pertaining toInformation technology enabled services. This includes creating large volume full textimage based databases. b. Opportunity Threats and Outlook Risk & Concerns

Outlook remains positive after roll out of new indirect taxation provision under GSTAct and rules there under. Further the large size of the addressable global market withrelatively low current level of penetration suggests significant headroom for futuregrowth. The Company has positioned itself well for the growth in business with an alignedstrategy structure and capabilities. c. Segment/Product wise performance:

The company’s operation falls under single segment namely “Computer Softwareand Services Exports” therefore segment wise performance is not furnished. d.Internal control systems and their adequacy:

The company has an effective internal control system in place and this is periodicallyreviewed for its effectiveness. There are well defined Power and Authority limits toensure that assets of the Corporate Policies. The company has a cross functional internalAudit team with pre-determined roles responsibility and authorities. The team ensures anappropriate information flow and effective monitoring. e. Discussion on financialperformance with respect to operation performance:

The Financial Performance of the company during the year under review has been givenseparately in the Directors’ Report. f. Material developments in Human Resources /Industrial Relations front including number of people employed.

The human resource (HR) function of the Company is focused around providing its 41employees a meaningful and compelling environment. This positive and inspiring environmentfosters innovation stimulates performance culture and motivates employees to developthemselves personally and professionally. g. Ratio Analysis

In accordance with the SEBI (Listing Obligations and Disclosure Requirements 2018)(Amendment) Regulations 2018 the company is required to give details of significantchanges (change of 25% or more as compared to the immediately previous financial year) inkey sector specific financial ratios.

The company has identified the following ratios as key financial ratios;

Standalone Consolidated
Ratios - Financial Performance Unit F.Y. 2018-19 F.Y. 2017-18 F.Y. 2018-19 F.Y. 2017-18
Operating Profit Margin % 8.45 17.94 (2.75) 17.96
Net Profit Margin % 8.96 13.73 (2.08) 11.86
Ratios - Balance Sheet
Debt-Equity Ratio Times 0.05 0.08 0.08 0.07
Current Ratio Times 4.26 3.77 4.17 5.26
Return on net worth % 3.46% 5.95% (0.68) 4.60%
Ratios - Per Share
EPS Rs. 1.53 2.55 (0.35) 2.21
Price Earning Ratio end of year Times 15.77 10.18 (68.10) 11.77


Company is not required to maintain the cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013


Your Directors would like to express their appreciation for the assistance andco-operation received from the investors banks regulatory and governmental authorities.Your Directors also wish to place on record their deep sense of appreciation for thecommitted services by the executives staff of the Company.

For & on behalf of Board of Directors
Vikram B. Sanghani Sanjay H. Dhamsania
Date : 06.07.2019 Jt. Managing Director Jt. Managing Director
Place : Rajkot DIN: 00183818 DIN:00013892