ACI Infocom Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

Your Directors are pleased to present the 43^rd Annual Report on the business and operations of the
Company together with the audited financial statements (standalone as well as consolidated) for the
financial year ended 31^st March, 2025.

1. FINANCIAL PEFORMANCE:

The Audited Financial Statements of your Company as on 31^st March, 2025, are prepared in
accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation
33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013
("Act"). The summarized financial highlights are depicted below:

(Amount in Lakhs)

	Standalone
Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Revenue From Operations	51.98	50.00
Other Income	86.80	43.34
Total Income	138.77	93.34
Total Expenses	185.08	75.11
Profit before tax (EBIDTA)	(46.31)	18.23
Taxation
- Current Tax	7.88	4.72
- Previous Tax	-	-
- Deferred Tax Asset	(1.03)	4.65
- MAT Credit Entitlement	-	-
Profit After Tax	(53.16)	8.86
Other Comprehensive Income (net of tax)
Total Comprehensive Income for the year	(53.16)	8.86

2. FINANCIAL HIGHLIGHTS:

During the year ended 31^st March 2025, Operational Revenue including other income was Rs.
138.77/- Lakhs as compared Rs. 93.34/- Lakhs in the previous year and Profit / (Loss) Before Tax
was Rs. (46.31)/- Lakhs as compare to Rs. 18.23/- in previous year while Net Profit / (Loss) for the
financial year ended 31^st March, 2025 was Rs. (53.16)/- Lakhs as compared to Rs. 8.86/- Lakhs in
previous year.

Your Company has taken several remedial steps to meet the challenges viz. measures in saving
cost at all front of operations, optimize use of available resources etc.

A detailed analysis on the operations of the Company during the year under review and outlook
for the current year is included in the Management Discussion and Analysis Report forming an
integral part of this Annual Report.

3. BUSINESS OPERATIONS:

The Company is engaged in the business of real estate development, construction, contracting,
building, town planning, infrastructure development, and estate development. Its activities
encompass a broad spectrum of projects including the planning, design, execution, and delivery
of high-quality real estate and infrastructure assets. The Company has undertaken and continues
to undertake projects such as residential layout schemes, slum rehabilitation and redevelopment
projects (SRA) in Mumbai, and other allied real estate development initiatives, which contribute
significantly to urban growth and housing solutions.

4. DIVIDEND

During the Financial yea 2024-25, the company has not declared any dividend on Equity Shares.

5. TRANSFER TO RESERVE

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.

6. DEPOSITS

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with
rules made thereunder at the end of FY 2024-25 or the previous financial years. Your Company
did not accept any deposit during the year under review.

7. SHARE CAPITAL:

Particulars	As at 31st March, 2025		As at 31st	March, 2024
	Number of Shares	Amount	Number of Shares	Amount
Authorised Capital: Equity Shares of Rs 10/- each	1,35,00,000	13,50,00,000	1,35,00,000	13,50,00,000
Issued, Subscribed & Paid-Up Capital: Equity Shares of Rs 10/- each	1,10,49,090	11,04,90,900	1,10,49,090	11,04,90,900

8. CORPORATE RESTRUCTURING:

i. Acquisition:

During the year under review, the company has not made any acquisition.

ii. Divestment:

During the year under review, the company has not made any disinvestment.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantee and investments made during the year under review, are given
in the notes forming part of the financial statements.

10. CHANGE IN NATURE OF BUSINESS:

There was no change in nature of business.

11. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

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

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As of 31^st March, 2025, the Company''s Board had six members comprising of two Executive
Directors, two Independent Directors and two Non-Executive Non-Independent Director including
one Woman Director. The details of Board and Committee composition, tenure of directors, and
other details are available in the Corporate Governance Report, which forms part of this Annual

Report. In terms of the requirement of the SEBI Listing Regulations, the Board has identified core
skills, expertise, and competencies of the Directors in the context of your Company''s business for
effective functioning. The key skills, expertise and core competencies of the Board of Directors are
detailed in the Corporate Governance Report, which forms part of this Annual Report.

Appointment/ Cessation/ Change in Designation of Directors:

During the year under review, there are no Changes in the Board of Directors of the Company.
Further, after the Closure of financial year, the following changes has taken place:

1. Appointment of Mr. Pradeep Dhanuka, as the Additional Director w.e.f. 18^th July, 2025 and
eligible to re-appoint as Director in the ensuing Annual General Meeting.

2. Appointment of Mrs. Nidhi Dhanuka, as the Additional Director w.e.f. 18^th July, 2025 and
eligible to re-appoint as Director in the ensuing Annual General Meeting.

3. Resignation of Mr. Kushal Chand Jain, from the Post of Managing Director w.e.f. 05^th
September, 2025

4. Appointment of Mr. Pradeep Dhanuka, as the Managing Director of the company for the term
of five years subject to approval of Members in the ensuing Annual General Meeting.

Declaration from Independent Directors:

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149(6) of the
Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the
circumstances which may affect their status as an Independent Director. The Independent
Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in
the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel:

During the period under review, the following are Key Managerial Personnel ("KMPs") of the
Company as per Sections 2(51) and 203 of the Act:

1. Mr. Dilip Kumar Dhariwal, Chief Financial Officer resigned on 05^th September, 2025

2. Mr. Pradeep Dhanuka, Chief Financial Officer, w.e.f. 05^th September, 2025

3. Mr. Kushal Chand Jain, Managing Director resigned on 05^th September, 2025

4. Ms. Sarika Mehta, Company Secretary & Compliance officer

13. NUMBER OF MEETINGS OF THE BOARD:

The Board met 04 (Four) times during the year under review. The intervening gap between the
meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The
details of board meetings and the attendance of the Directors are provided in the Corporate
Governance Report, which forms part of this Annual Report.

14. COMMITTEES OF BOARD:

As required under the Act and the SEBI Listing Regulations, the Company has constituted various
Statutory Committees. As on 31^st March, 2025, the Board has constituted the following
committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective
Committees are given in the Report on Corporate Governance, which forms a part of this Annual
Report.

15. INDEPENDENT DIRECTORS'' MEETING:

The Independent Directors met on 14^th November, 2024 without the attendance of Non¬
Independent Directors and members of the management. The Independent Directors reviewed
the performance of Non-Independent Directors, the Committees and the Board as a whole along
with the performance of the Chairman of your Company, taking into account the views of
Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness
of flow of information between the management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

16. BOARD EVALUATION:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its
committees and individual Directors, including the Chairman of the Board. The exercise was
carried out through a structured evaluation process covering various aspects of the Board''s
functioning such as composition of the Board and committees, experience and competencies,
performance of specific duties and obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc. At the Board meeting that followed the above
mentioned meeting of the Independent Directors, the performance of the Board, its Committees,
and individual directors was also discussed. Performance evaluation of independent directors was
done by the entire Board, excluding the independent director being evaluated.

17. BOARD FAMILIARISATION AND TRAINING PROGRAMME:

The Members of the Board of the Company are afforded many opportunities to familiarize
themselves with the Company its Management and its operations. The Directors are provided with
all the documents to enable them to have a better understanding of the Company its various
operations and the industry in which it operates in addition to regular presentation on technical
operations marketing and exports and financial statements. In addition to the above Directors are
periodically advised about the changes effected in the Corporate Law Listing Regulations with
regard to their role''s rights and responsibilities as Directors of the company. The same is available
on the website of the company.

All the Independent Directors of the Company are made aware of their roles and responsibilities
at the time of their appointment through a formal letter of appointment which also stipulates
various terms and conditions of their engagement

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

18. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory and secretarial auditors
including audit of internal financial controls over financial reporting by the statutory auditors and
the reviews performed by Management and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company''s internal financial controls were adequate
and effective during the financial year 2024-25.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that-

i. in the preparation of the annual accounts, the applicable accounting standards have been
followed and that there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair

view of the state of affairs of the Company at the end of financial year and of the profit of
the Company for the year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND 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.

20. CORPORATE SOCIAL RESPONSIBILITY

During the FY 2024-25, Corporate Social Responsibility is not applicable to the company.

21. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis of financial condition, including the results of
operations of the Company for the year under review as required under Regulation 34(2)(e) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a
"Annexure A".

22. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 forms an integral part of this report and is provided as a
"Annexure B".

A certificate from M/s. Sindhu Nair & Associates, Practicing Company Secretary regarding
compliance on conditions of corporate governance as stipulated in the Listing Regulations is also
appended to the report on Corporate Governance.

23. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as
on 31^st March, 2025 is available on the Company''s website www.acirealty.co.in

24. RELATED PARTY TRANSACTIONS

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation
23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction ("RPT")
Policy. All related party transactions ("RPT") entered into during the financial year 2024-25 were
in accordance with the Company''s RPT Policy and on an arms'' length basis and in the ordinary
course of business.

All RPTs are placed before the Audit Committee and the Board for approvals Pursuant to the
provisions of Regulation 23 of the SEBI Listing Regulations, company has filed half yearly reports
to the stock exchanges, for the related party transactions.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act.
Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of
the Act in Form AOC-2 is not applicable to the Company for FY 2025 and hence, does not form
part of this report.

25. STATUTORY AUDITORS & AUDITORS'' REPORT:

M/s. Agrawal Jain & Gupta, Chartered Accountants (ICAI Firm Registration No. 013538C), were
appointed as the Statutory Auditors of the Company for a period of five years at the 38th Annual
General Meeting, to hold office till the conclusion of the 43 rd Annual General Meeting. Their term
of appointment has been completed.

Board of Directors, based on the recommendation of the Audit Committee, has proposed the
appointment of M/s. Mittal & Associates., Chartered Accountants, Mumbai as the Statutory
Auditors of the Company, to hold office from the conclusion of the ensuing Annual General
Meeting for a term of five consecutive years, i.e., from the financial year 2025-26 up to the
conclusion of the Annual General Meeting to be held for the financial year 2030-31.

The Notes to the financial statements referred in the Auditors'' Report are self-explanatory. The
Auditors'' Report is enclosed with the financial statements forming part of this Annual Report.

26. SECRETARIAL AUDITORS & AUDITORS'' REPORT:

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the
Board Re-appointed M/s. Sindhu Nair & Associates, Practicing Company Secretary, to undertake
the Secretarial Audit of your Company for FY 2024-25. The Secretarial Audit Report for the year
under review is provided as Annexure-C of this report.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your
approval being sought as the ensuing AGM M/s. Nishant Bajaj & Associates, Practicing Company
Secretary, (C. P. No. 21538); (Peer Reviewed Firm- 2582/2022) has been appointed as a Secretarial
Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive
financial years from FY 2025-26 till FY 2029.30. M/s. Nishant Bajaj & Associates, Practicing
Company Secretary, has confirmed that he is not disqualified to be appointed as a Secretarial
Auditor and is eligible to hold office as Secretarial Auditor of your Company.

27. INTERNAL AUDITORS & AUDITORS'' REPORT:

The Board, upon the recommendation of the Audit Committee, has appointed Mr. Pradeep Gupta,
Chartered Accountant, as the Internal Auditor of the Company for financial year 2024-2025.

The observations made in the Internal Auditors'' Report are self-explanatory and therefore do not
call for any further comments.

28. COST AUDITORS:

The Company is not required to keep cost records or appoint cost auditors.

29. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as "Annexure
D" to this Report.

30. SEXUAL HARASSMENT POLICY

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on
prevention, prohibition and redressal of sexual harassment at workplace. This has been widely

communicated internally. Your Company has constituted ''Internal Complaints Committee'' to
redress complaints relating to sexual harassment at its workplaces. The Company has not received
any complaints relating to sexual harassment during financial year 2024-25.

i. Number of Complaints filed during the financial year - NIL

ii. Number of complaints disposed of during the financial year - NIL

iii. Number of complaints pending as on end of the financial year - NIL

31. MATERNITY BENEFITS COMPLIANCES:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and
the rules made thereunder. The Company has ensured that all eligible women employees are
provided with maternity benefits and other entitlements as prescribed under the Act. The
Company remains committed to providing a safe, supportive, and inclusive work environment for
its women employees.

32. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report concerns
about unethical behavior, actual or suspected fraud or violation of your Company''s Code of
Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in
terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a
whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the
Audit Committee. Adequate safeguards are provided against victimization to those who avail of
the vigil mechanism.

The Whistle Blower Policy is available on the Company''s website at the www.acirealty.co.in

33. LISTING ON STOCK EXCHANGE

The Company shares are listed on the BSE Ltd and the Company has paid the listing fees for the
Financial Year 2024-25. The shares of the Company are traded at The BSE Ltd having Nation-wide
terminals.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO ETC.

Conservation of Energy:

The Board has nothing to report under this. However, the company is taking adequate steps to
see that the energy used by the company is the minimum under the given circumstance.
Technology Absorption:

The Board has nothing to report under the head technology absorption.

Foreign Exchange Earnings and Outgo:

During the year, the total foreign exchange used was NIL (previous year Nil) and the total foreign
exchange earned was NIL (previous year Nil).

35. RISK MANAGEMENT POLICY:

The Company has put in place Risk Management Policy compatible with the type and size of
operations and risk perception. The said policy is drawn up based on the guidelines of SEBI and
stock exchanges issued in this regard.

36. CYBER SECURITY:

In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically
and the processes, technology controls are being enhanced in-line with the threat scenarios. Your
Company''s technology environment is enabled with real time security monitoring with requisite
controls at various layers starting from end user machines to network, application and the data.
During the year under review, your Company did not face any incidents or breaches or loss of data
breach in cyber security.

37. CODE OF CONDUCT:

The Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in
Company''s shares by Company''s designated persons and their immediate relatives as per the
requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated
persons while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive
Information ("UPSI").

The Code covers Company''s obligation to maintain a digital database, mechanism for prevention
of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.
Further, it also includes code for practices and procedures for fair disclosure of unpublished price
sensitive information. The employees undergo a mandatory training/ certification on this Code to
sensitize themselves and strengthen their awareness.

38. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/unclaimed suspense account
arising out of public/bonus/right issues as at 31^st March, 2025. Hence, the particulars relating to
aggregate number of shareholders and the outstanding securities in suspense account and other
related matters does not arise.

39. RAISING OF FUNDS BY ISSUANCE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS:

During the period under the review, company does not raised any funds by issuing convertible
warrants on preferential basis.

40. MATERIAL CHANGES AND COMMITMENTS

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

41. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/ Courts which would impact
the going concern status of the Company and its future operations.

42. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your
Company has made proper disclosures in the Financial Statements. The applicable Accounting
Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

43. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of
Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries
of India.

44. DISCLOSURE RELATED TO FUND RECEIVED FROM DIRECTOR AND ITS RELATIVE:

The Company has not received funds from its Directors and their relatives during the year under
review. Such funds, being exempted under Rule 2(viii) of the Companies (Acceptance of Deposits)

Rules, 2014, do not fall within the ambit of deposits. Accordingly, the Company has not required
to obtained necessary declarations from the Directors and their relatives confirming that the funds
provided are out of their own sources and not borrowed.

45. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the year under review, there were no application made or proceedings pending in the name
of the company under the Insolvency and Bankruptcy Code, 2016.

46. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks
and Financial Institutions.

47. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory
Auditors to report to the audit committee and/or board under Section 143(12) of Act and Rules
framed thereunder.

48. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES
ACT, 2013:

The Company has used accounting software for maintaining its books of account for the Financial
Year ended 31^st March, 2025 which has a feature of recording audit trail (edit log) facility and the
same has operated throughout the Year for all relevant transactions recorded in the Software.
Further during the course of our audit we did not come across any instance of audit Trail feature
being tampered with.

49. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATON) RULES 2014-
RULE 9 OF THE COMPANIES ACT, 2013:

In Accordance with Rule 9 of the Appointment of Designated Person (Management and
Administration) Rules 2014, it is essential for the Company to designate a responsible individual
for ensuring compliance with statutory obligations.

The Company Secretary of the company has appointed by the Board of Director as the Designated
Person under this rules.

50. APPRECIATION

Your Directors take this opportunity to convey their deep sense of gratitude for valuable
assistance and Co-operation extended to the Company by all valued customers and bankers of
the Company.

Your Directors also wish to place on record their sincere appreciation for the valued contribution,
unstinted efforts by the employees at all levels which contributed, in no small measure, to the
progress and the high performance of the Company during the year under review.

By Order the Board of Directors,

Date: 05^nd September, 2025

Place: Mumbai Sd/-

Registered Office: Sarika Mehta

Aci Info Com Limited Complany Secretary & Compliance Officer

CIN: L72200MH1982PLC175476

109, Dimple Arcade, Asha Nagar, Thakur

Complex, Kandivali East Mumbai 400 101

Tel. No. 022-40166323

Email address: [email protected]
Website: www.acirealty.co.in

---

Mar 31, 2024

Your Directors are presenting the 42^nd Annual Report of your Company and the Audited Financial Statements
for the year ended 31^stMarch2024.

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

Particulars	2023-24	2022-23
Revenue from Operations	50.00	0.00
Other Income	43.34	52.56
Profit before depreciations & tax	18.47	14.06
Less:depreciation	0.24	0.27
Profit before tax	18.23	13.79
Provision for taxation (incl. deferred tax)	9.37	3.67
Profit/ (Loss) for the year carried to Balance Sheet	8.86	10.12

2. Brief description of the Company’s working during the year /state of Company’s affair:

During the year under review the Company revenue from operations and other income stood at Rs.93.34
Lakhs as against Rs.52.56 Lakhs in the previous year. The Company has earned a Net Profit of Rs.8.86
Lakhs as compared to the Profit of Rs. 10.12 Lakhs during the previous accounting year. Your Directors are
hopeful of much better results in future.

3. Dividend

The Board of Directors of your Company has not recommended any dividend for the Financial Year 2023¬
24.

4. 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.

5. Change in the nature of business if any
There was no change in nature of business.

6. Share Capital

There was no change in the Company’s share capital during the year under review. The Authorised Share
Capital of the Company is Rs. 135000000/-. The Issued Subscribed and Paid-up Capital of the Company
stood at Rs. 110490900/-as on March 31,2024.

7. 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:

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

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and Company’s operations in future:

There are no significant and material orders passed by the Regulators/ Courts which would impact the going
concern status of the Company and its future operations.

9. Human Resource Development:

The Company recognizes that its people are the key to the success of the organization and in meeting its
business objectives. The Human Resources functioned end favors to create a congenial work environment
and synchronizes the working of all the departments of the organization to accomplish their respective
objectives which in turn helps the Company to build and achieve its goals and strategies. Employee relations
during the year remained cordial. The Company has 3 Three employee so nits’ payroll as on March 31
,2024.

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

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

11. Public Deposits:

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

12. Extract of the Annual Return:

The Annual Return as on 31^s ‘March, 2024 is available on the Company’s website at:www.acirealty.co.in

13. Conservation of energy technology absorption and foreign exchange earnings and out go.

A. CONSERVATION OF ENERGY:

i. The steps taken or impact on conservation of energy:

Though our operations are not energy- intensive efforts have been made to conserve energy by
utilizing energy-efficient equipment.

ii. The steps taken by the Company for utilizing alternate sources of energy:

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

iii. The capital investment on energy conservation equipment’s:

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

B. TECHNOLOGY ABSORPTION:

i. The efforts made towards technology absorption:

During the year the Company does not have any plant & machinery. Therefore, no technology
absorption and research and development activity are carried out.

ii. The benefits derived like product improvement cost reduction product development or import
substitution:

No such specific benefit derived during the year due to technology absorption.

iii. In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year):

No technology has been imported by the Company.

iv. The expenditure incurred on Research and Development: Nil

C. FOREIGNE XCHANGE EARNINGS AND OUT GO:

Current Year Previous Year

Foreign Exchange Earnings and Out go NIL NIL

14. Directors and Key Managerial Personnel:

A. Changes in Directors and Key Managerial Personnel

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

The following are the Key Managerial Personnel of the Company pursuant to Section 203 of the Companies
Act7013:

Sr.N o.	Name of the Person	Designation
1	Mr .Kushal Chand Jain	Managing Director
2	Mr. Dilip Kumar Dhariwal	Chief Financial Officer
3	Ms.SarikaMehta	Company Secretary

B. Annual evaluation of Board its Committees and individual Directors:

The board of directors has carried out an annual evaluation of its own performance board committees and

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

Directors:

i. Independent Directors:

Pursuant to the provisions of section 149 of the act the independent directors have submitted declarations
that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with
Rules framed there under and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no
change in the circumstances affecting their status as independent directors of the company.

During the year under review the non-executive directors of the Company had no pecuniary relationship
or transactions with the company other than sitting fees commission and reimbursement of expenses if any.

In accordance with the criteria suggested by the nomination and remuneration committee the performance
of each independent director was evaluated by the entire Board of Directors (in the absence of the director
getting evaluated) on various parameters like engagement leadership analysis decision making
communication governance interest of stakeholders etc. the board was of the unanimous view that every
independent Director was a reputed professional and brought his rich experience to the deliberations of
the Board. The Board also appreciated the contribution made by all Independent Directors in guiding the
management to achieving higher growth and continuance of each independent director on the board will be
in the interest of the company.

ii. Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the Independent Directors at their
separate meeting further their performance was also evaluated by the Board of Directors. The various
criteria considered for the purpose of evaluation included leadership engagement transparency analysis
decision making function acknowledge governance stakeholders etc. The Board was of the unanimous
view that all the non-independent directors were providing good business and people leadership.

iii. Declaration by an Independent Director (s) and re-appointment if any:

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

15. Familiarization Programme for Directors:

The Members of the Board of the Company are afforded many opportunities to familiarize themselves with the
Company its Management and its operations. The Directors are provided with all the documents to enable
them to have a better understanding of the Company its various operations and the industry in which it operates
in addition to regular presentation on technical operations marketing and exports and financial statements. In
addition to the above Directors are periodically advised about the changes effected in the Corporate Law
Listing Regulations with regard to their role’s rights and responsibilities as Directors of the company. The
same is available on the website of the company.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time
of their appointment through a formal letter of appointment which also stipulates various terms and conditions
of their engagement

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

16. Details of Committee of the Board:

Currently the Board has 3 Committee’s the Audit Committee, Nomination and Remuneration Committee, &
Stakeholder’s Relationship Committee. The Composition of various committees and compliances asper the
applicable provisions of the Companies Act 2013 and the Rules there under and SEBI (Listing Obligation
and Disclosure Requirements) Regulations 2015 are as follows:

A. Audit Committee:

i. Constitution of Audit Committee:

The Audit Committee comprises of Mr. Hemant Kumar S. Jain Independent Director as the Chairman of
the Committee Mr. Kushal Chand Jain Managing Director, Ms. Krishna Kamal Kishor Vyas, Mr. Kalpesh
Bhandari (resigned w,e,f, 26.08.2023) and Mr. Amit Kumar Directors (appointed w,e,f. 26.08.2023 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 under taken
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 safe guard any person using
this mechanism from victimization and in appropriate and exceptional cases; there is direct access to
approach Mr. Hemant Kumar S. Jain Chairman of the Audit Committee.

B. Nomination and remuneration committee:

The Nomination and Remuneration Committee under Section 178 of the Companies Act 2013 comprises
of Mr. Hemant kumar S. Jain Independent Director as the Chairman of the Committee, Ms. Krishna
Kamal kishor Vyas Director, Mr. Kalpesh Bhandari (resigned w,e,f, 26.08.2023) and Mr. Amit Kumar
Directors (appointed w,e,f. 26.08.2023) are the members of the Committee.

The Company has defined the policy on all Director’s and key person’s 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 Company’s
Website:www.acirealty.co.in

The Terms of reference of the Nomination and Remuneration Committee number and dates of meetings
held attendance of the members of the Committee and more details on the Committee are given in the
Corporate Governance Report which forms part of this Annual Report.

Details of remunerations paid to the Directors and KMP during 2023-24 are given below

Name of the Directors	Directors’ Position	Relationship with other Directors	Salary & allowanc es (Rs.)	Perquisite s(Rs.)	Sitting Fees(Rs.)
Mr. Kushal Chand Jain (DIN 03545081)	Managing Director	--	Rs.300000/-	Nil	Nil
Mr. Hemant kumar S Jain (DIN 06778764)	Independent Director	--	Nil	Nil	Nil
**Mr. Kalpesh Bhandari (DIN 03146496)	Independent Director	--	Nil	Nil	Nil
*Mr. Amit Kumar (DIN06393899)	Independent Director	--	Nil	Nil	Nil
Ms. Krishna Vyas (DIN07444324)	Independent Director	--	Nil	Nil	Nil
Mr. Dilip Dhariwal	CFO		Rs.480000/-	Nil	Nil
Ms. Sarika Mehta	Company secretary	--	Rs.300000/-.	Nil	Nil

C. Stakeholder’s Relationship Committee:

The Stakeholder’s Relationship Committee comprises of Mr. Hemant kumar S Jain Independent Director
as the Chairman of the Committee Mr. Kushal Chand Jain Managing Director Ms. Krishna Kamal kishor
Vyas Director and Mr. Kalpesh Bhandari Director (resigned w,e,f, 26.08.2023) and Mr. Amit Kumar
Directors (appointed w,e,f. 26.08.2023) are the members of the Committee. The role of the Committeeis
to consider and resolve securities holders’ complaint. The meetings of the Committee are held once in a
quarter and the complaints are responded within the time frame provided.

17. Statutory Auditors:

M/s. Agrawal Jain & Gupta Chartered Accountants having ICAI Firm Registration No. 013538C statutory
auditor of the Company were appointed for a period of five years at the 38 th Annual General Meeting as
Statutory Auditors till the conclusion of 43^rd Annual General Meeting as per Notification issued by MCA the
Company need not place the resolution for ratification at the AGM and hence no resolution is placed before
the AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors ofthe
Company. There is no qualification reservation or adverse remark or disclaimer made by the Statutory
Auditors in its report and therefore there are no further explanations to be provided for in this report.

18. Secretarial Auditor:

The Board of Directors have appointed M/s. Sindhu Nair & Associates Practicing Company Secretaries to
conduct Secretarial Audit for the financial year 2023-24 as required under Section 204 of the Companies Act
2013 and the rules framed there under. The report of the Secretarial Auditors in Form MR-3 is enclosed as
Annexure-1 to this report.

20.Board Meetings:

During the year under review Four (4) Board Meetings were convened and held. Detailed information on the
meetings of the Board and all its Committees are included in the report on Corporate Governance which
form spart 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	10th May 2023
2	Board Meeting	14th August 2023
3	Board Meeting	26th August 2023
4	Board Meeting	09th November 2023
5	Board Meeting	24th January 2024

21. Particulars of loans guarantees or investments under section 186:

Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies
Act 2013 are given in the notes to the Financial Statements.

22. Particulars of contracts or arrangements with Related Party:

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

23. Directors’ResponsibilityStatement:

As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act 2013 your Directors
subscribe to the Directors Responsibility Statement and state that

a) In preparation of the annual accounts the applicable accounting standards had been followed and there
are no material departures from them;

b) the Directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit/ loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act 2013 for safe guarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company & that such
internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

24. Managerial Remuneration:

(a) Details of the ratio of the remuneration of each director to the median employee’s remuneration and
other details as required Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 -are annexed as Annexure-2.

(b) The Company doesn’t have any employee falling within the preview of Section 197 of the Companies
Act 2013 read with Rule5 (2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 hence no such details to be provided.

25. Management Discussion and Analysis Report:

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

26. Secretarial Standards

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

27. Corporate Governance:

At ACI it is imperative that our company affairs are managed in afair and transparent manner. This is vital
togain 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 2015 a separate section on
Report on corporate governance practices followed by the Company together with a certificate from the
Company’s Auditors confirming compliance is annexed as a part of the Annual Report as Annexure-4.

28. Corporate Social Responsibility (CSR)

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

29.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

30. Risk Management Policy:

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

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

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

32.Other Disclosures /Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were
no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend voting or otherwise.

c) Issueofshares(includingsweatequityshares)toemployeesoftheCompanyunderanyscheme.

d) Employee Stock Options Scheme

e) Particulars of Employees. (no employee is in receipt of remuneration of Rs. 1.02 crore p.a. or Rs.8.50

lakhs p.m.)

f) Details of payment of remuneration or commission to Managing Director or Joint Managing Director of
the Company from any of its subsidiaries as the Company does not have any Subsidiaries /Joint Venture/
Associate Company.

g) Maintenance of Cost Records- not applicable

h) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/
purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons
can beneficially hold shares as envisaged under section 67 (3) (c) of the Companies Act2013).

i) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code
2016

33. Acknowledgement:

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

By Order of The Board of Directors
For ACI INFO COM LIMITED

Kushal Chand Jain
(Managing Director)
DIN:03545081

Regd Office:

109, 1^s ‘Floor, Dimple Arcade, Thakur Complex Kandivali (East), Mumbai-400101
CIN: L72200MH1982PLC175476
Date: 24^th August 2024
Place: Mumbai

---

Mar 31, 2016

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

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

Dear Shareholders,

The Directors are presenting the 34^thAnnual Report of your Company and the Audited Financial Statements for the year ended 31^st March 2016.

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

(Rs. in Lacs)

Particulars	For the year ended	For the year ended
	31.03.2016	31.03.2015
Revenue from Operations	53.98	175.21
Profit before Depreciation & Amortization	12.02	15.71
Depreciation & Amortization	0.02	0.02
Profit / (Loss) before taxation	12.01	15.69
Provision for taxation (incl. deferred tax)	11.21	5.60
Profit/ (Loss) for the year carried to Balance Sheet	0.80	10.09

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 Company’s working during the year/ state of Company’s affair:

During the year under review, the Company‘s revenue from operations stood at Rs. 53.98 Lacs as against Rs. 175.21 Lacs in the previous year. The Company has earned a Net profit of Rs. 12.01 Lacs as compared to the Profit of Rs. 15.69 Lacs during the previous accounting year.

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 Company’s operations in future:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s 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. Auditors:

M/s. Anand Jain & Associates, Chartered Accountants, Mumbai having ICAI Firm Registration No. 105666W being eligible offer themselves for re-appointment. If re-appointed, it will be within the prescribed limits specified in Section 139 of the Companies Act, 2013. Members are requested to appoint the auditors and to fix their remuneration.

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.

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 is appended as Annexure-3 of the Board''s Report.

11. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

A. Conservation of energy:

i. The steps taken or impact on conservation of energy:

Though our operations are not energy- intensive, efforts have been made to conserve energy by utilizing energy- efficient 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.

iii. The capital investment on energy conservation equipments:

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

During the year Mr. Jagdishchandra Hansraj Ghumara (DIN 00519468), Independent Director resigned with effect from 10^th February 2016.

Mr. Kushal Chand Jain (DIN 03545081), 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 Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors in their meeting based on the recommendation of Nomination and Remuneration Committee held on 12th August 2016,appointed Mr. Anand Kumar Jain and Mr. Kushal Chand Jain for a term of 5 years subject to approval of the members in the ensuing Annual General Meeting

B) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/Regulations, 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 all Committees.

Directors:

i. Independent Directors:

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).

13. Details of Committee of the Board:

Currently the Board has 4 Committees: the Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Share Transfer Committee. The Composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules there under and Listing Agreement/ Regulations, are as follows:

A. Audit Committee:

1. On 10^th February 2016, Mr.JagdishchandraHansrajGhumara, resigned so he ceased to be Member of the Committee and on 10^th February 2016, at its Board Meeting held had reconstituted the Committee. The Audit Committee comprising of Mr. KalpeshBhandari, Independent Director as the Chairman of the Committee, Mr. Hemantkumar S Jain, 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.

2. 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.KalpeshBhandari, Chairman of the Audit Committee.

B. Nomination and remuneration committee:

On 10^th February 2016, Mr.JagdishchandraHansrajGhumara, resigned so he ceased to be Member of the Committee and on 10^th February 2016, at its Board Meeting held had reconstituted the Committee. The Nomination and Remuneration Committee under Section 178 of the Companies Act, 2013 comprises of Mr. KalpeshBhandari, Independent Director as the Chairman of the Committee, Mr. Hemantkumar S Jain, Mr. Anand Kumar Jain and Ms. SejalNahar, Director are the members of the Committee. The Committee has framed a policy to determine the qualification and attributes for appointment and basis of determination of remuneration of all the Directors, Key Managerial Personnel and other employees.

C. Stakeholder’s Relationship Committee:

On 10^th February 2016, the Company had reconstituted the Committee. The Stakeholder''s Relationship Committee comprises of Mr. KalpeshBhandari, Independent Director as the Chairman of the Committee, Mr. Hemantkumar S Jain, Mr. Anand Kumar Jain and 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.

D. Share Transfer Committee:

On 10^th February 2016, the Company had reconstituted the Committee. The Share Transfer Committee comprises of Mr. KalpeshBhandari, Independent Director as the Chairman of the Committee, Mr. Hemantkumar S Jain, Mr. Anand Kumar Jain and Ms. SejalNahar, Director as the members of the Committee. The role of the Committee is to approve/ratify transfer of securities and look into share transmission, rematerialization and dematerialization of shares. The meetings of the Committee are held on periodical basis and the complaints are responded within the time frame provided.

14. Secretarial Audit Report:

The Board of Directors have appointed M/s. Sanjay Dholakia& Associates, Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and the rules framed there under. The Secretarial Audit Report for the financial year 2015-16 forms part of the Directors'' Report as Annexure-2. The management replies to the observation of the Secretarial Auditors are as under:

Auditors Observation	Reply of Management
The Company has not appointed a Whole-time Company Secretary as required pursuant to section 203 of the Companies Act, 2013not appointed Company Secretary as Compliance Officer under regulations 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The Company is searching for a suitable candidate and shall appoint the Whole-time Company Secretary on finding right candidate.

15. Board Meetings:

During the year under review, the Company has conducted 4 (Four) Board Meetings on 29^th May 2015,10^th August 2‘015, 6^th November 2015 and 10^thFebruary 2016.

16. 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.

17. Particulars of contracts or arrangements with Related Party:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including transactions entered at arms length under third proviso, in prescribed Form No. AOC -2,is appended as Annexure 1to the Board''s Report.

18. 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.

19. Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee''s remuneration and otherdetailsasrequiredpursuanttoRule5(1)oftheCompanies(Appointmentand Remuneration of Managerial Personnel)Rules,2014- are annexed as Annexure -4.

B) The Company doesn''t have any employee falling within the preview of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence, no such details to be provided.

20. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement and 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 -5.

21. 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 Clause 49 of the Listing Agreement/ Regulation 27 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations 2015with the Stock Exchange a separate section on Report on corporate governance practices followed by the Company, together with a certificate from the practicing Company Secretary confirming compliance with the conditions of corporate governance .

22. 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.

23. 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.

24. 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.

25. 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.

26. 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).

27. 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)

Regd Office:

301, Dimple Arcade Extension,

Bldg 10, Asha Nagar, behind SaiDham temple,

Kandivali (E), Mumbai 400 101

Date: 12^th August 2016

CIN: L72200MH1982PLC175476

---

Mar 31, 2015

Dear Members,

The Directors are presenting the 33rd Annual Report of your Company and the Audited Financial Statements for the year ended 31st March 2015.

1. FINANCIAL RESULTS:

(in Lacs)

Particulars For the year For the year ended ended 31.03.2015 31.03.2014

Revenue from Operations 175.21 -----

Profit before Depreciation & Amortization 15.71 22.02

Depreciation & Amortization 0.02 0.11

Profit / (Loss) before taxation 15.69 21.91

Provision for taxation (incl. deferred tax) 9.79 6.91

Profit/ (Loss) for the year carried to Balance Sheet 5.90 15.00

2. HIGHLIGHTS OF PERFORMANCE:

During the year under review, the Company revenue from operations stood at Rs. 175.21 Lacs as against Rs. NIL Lacs in the previous year. The Company has earned a Net profit of Rs. 15.69 Lacs as compared to the Profit of Rs. 21.91 Lacs during the previous accounting year.

3. 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.

4. 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.

5. LOANS, GUARANTEE & INVESTMENTS:

During the year under review, the Company has not taken any Loan, guarantee & made investment as per provisions of Section 186 of the Companies Act, 2013.

6. DEPOSITS:

The Company has never accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act.

7. RELATED PARTY TRANSACTIONS:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including transactions entered at arms length under third proviso, in prescribed Form No. AOC -2, is appended as Annexure 1 to the Board's Report.

8. INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel

During the year under review, Mr. Nirmal Kumar Jain (DIN 03340173), Director retired due to death on 17th July 2014 and in accordance with the provision of the Companies Act, 2013 and the Articles of Association of the Company, the Board of Directors in their meeting held on 30th March 2015 has appointed Ms. Sejal Suresh Nahar (DIN 07141552) as Additional Director, proposed to be confirmed as an Independent Women Director. Further, there were no changes in Directors by way of re-designation, disqualification, variation made or withdrawn.

Mr. Anand Kumar Jain (DIN 02411779), 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

B) 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).

10. RISK MANAGEMENT POLICY:

The Company does not have formal 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.

11. PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The same is found to be satisfactory

12. BOARD MEETINGS:

During the year under review, the Company has conducted 5 (Five) Board Meetings on 28th May 2014, 1st August 2014, 12th November 2014, 12th February 2015 and 30th March 2015.

13. AUDITORS:

M/s. Anand Jain & Associates, Chartered Accountants, Mumbai having ICAI Firm Registration No. 105666W being eligible offer themselves for re-appointment. If re-appointed, it will be within the prescribed limits specified in Section 139 of the Companies Act, 2013. Members are requested to appoint the auditors and to fix their remuneration.

14. SECRETARIAL AUDIT

The Board of Directors have appointed M/s. Sanjay Dholakia & Associates, Practising Company Secretaries to conduct Secretarial Audit for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and the rules framed there under. The Secretarial Audit Report for the financial year 2014-15 forms part of the Directors' Report as Annexure 2.

15. OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR:

Statutory Auditor:

There are no qualifications contained in the Auditors Report and therefore, there are no further explanations to be provided for in this Report.

Secretarial Auditor:

With reference to the observations by M/s. Sanjay Dholakia & Associates, in their Report regarding the appointment of Company Secretary, the Company is in process of appointing Key Managerial Personnel i.e. Company Secretary.

16. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes having taken place affecting the financial position of the Company from the date of closure of financial year till the signing of Accounts.

17. DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated under clause (c) of sub-section (5) 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; and

e) 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.

18. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section 92 of the Companies Act, 2013 an extract of the annual return in form No MGT - 9 is appended as Annexure 3 of the Board's Report.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

The information as required under Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

A Conservation of energy:

(i) the steps taken or impact on conservation of energy;

Energy conservation dictates how efficiently a Company can conduct its operations. The Company recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. The Company has strengthened the Company's commitment towards becoming an environment friendly organisation. The Company carry out regular maintenance and development work to save the energy.

(ii) the steps taken by the company for utilising alternate sources of energy;

The Company is using the electricity as source of its energy requirement and not having/ exploring any alternate source of energy.

(iii) the capital investment on energy conservation equipments;

Not Applicable

B. Technology absorption:

During the year the Company does not have Plant & Machinery, therefore no technology absorption and research and development activies are carried out.

C. Foreign exchange earnings and Outgo:

There were no transactions of Foreign Exchange Earnings and outgo during the year under revive.

20. CORPORATE RESPONSIBILITY STATEMENT (CSR):

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable as the Company is not falling under the said parameters.

21. NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 and has defined the policy on Director's appointment and payment of remuneration including criteria for determining qualifications, positive attributes, independence of a Director.

22. AUDIT COMMITTEE:

The Audit Committee comprises of namely Mr. Kalpesh Bhandari, Independent Director as the Chairman of the Committee and Mr. Jagdishchandra Hansraj Ghumara, Mr. Hemantkumar S Jain and Mr. Kushal Chand Jain, Directors as other members. All the recommendations made by the Audit Committee were accepted by the Board.

23. CORPORATE GOVERNANCE:

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate report on Corporate Governance is enclosed as a part of this Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance.

24. VIGIL MECHANISM:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. It ensures that strict confidentiality is maintained whilst dealing with concerns and also no discrimination will be meted out to any person for a genuinely raised concern. Any suspected or confirmed incident of fraud / misconduct can be reported thereof.

25. MANAGERIAL REMUNERATION:

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Company has not paid any remuneration to the Directors of the Company and hence the information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not furnished.

B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Company has no such employee drawing remuneration more than mention under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

26. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have Subsidiary/Joint Ventures/Associate Companies.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of this Report.

28. 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)

Regd Office:

D-001, Krishna Complex, W. E. Highway, Opp. National park, Borivali (East), Mumbai - 400066

Date: 29th May, 2015 CIN: L72200MH1982PLC175476

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Mar 31, 2014

The Members,

The Board of Directors are pleased to present herewith the Thirty Second Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS Amount in Rupees

Particulars For the Year 2013-14 2012-13

Income NIL NIL

Other Income 54,58,401 78,16,807

Total Income 54,58,401 78,16,807

Expenditure beforeOepreciation, Interest & tax 28,17,892 38,06,248

EBITDA 26,40,509 40,10.559

Depreciation 11.063 10.280

Interest 4.38.672 33,415

Profit/(Loss) before Prior period Kern 21,90,774 39.66.864

Less: Prior Period/Exceptional Hem NIL 5.50,000

Profit before Tax 21,90,774 34,16,864

Loss: Tax Expenses

Current Tax/Mat 5,43,670 6,51,083

Mat r>od»Enttttefnent lor tr«ajrrent year NIL (6,51.063)

Mat CreoTt EntMement for the previous year 6,51.083 NIL

Deferred Tax 1.47,462 1.25,440

Profit for the year 14.99.643 32.91.425

DIVIDEBD

Your Directors do not recommend any dividend for the year as they wish to reinvest surplus funds into the business for further growth.

DIRECTORS

During the Financial year on 03"* January, 2014 Mr. Jagdishchandra Ghumara and Mr. Hemanl Kumar Jain was appointed as an Additional Director of the Company and their term as Director expires at the forthcoming Annual General Meeting. The Company in turn has received notice from a member along with requisite amount pursuant to Section 161 of the Companies Act, 2013. The Directors recommend the appointment in the best interests of the Company.

Also Mr. Kalpesh Bhandari, Mr. Jagdishchandra Ghumra and Mr. Hemant Kumar Jain were appointed as an Independent Director of the Company to hold office for three Consecutive years.

DIRECTORS RESPONSIBIUTY STATEMENT.

Pursuant to the requirement Under Section 134(3)(C) of the Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31a March, 2014, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of 31st March, 2014 and Rs. 14,99,643/- profit of the Company for the year ended 31st March, 2014

iii) That the Directors 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 fraud and other irregularities.

iv) That the Directors have prepared the Accounts for the financial year ended 31s1 March, 2014 on a going concern basis.

AUDITORS

The Company has received a certificate from M/s Anand Jain & Associates, Chartered Accountants to the effect that their appointment, if made would be within the prescribed limits specified under Section 139(2) of the Companies Act, 2013.

You are requested to appoint and fix remuneration of M/s Anand Jain & Associates, Chartered Accountants as Auditors for the year 2014-15.

DEPOSITS

The Company has not accepted any Fixed Deposits and, as such, no Amount of principal or interest was outstanding as of the Balance sheet.

PERSONNEL

The Company is not having any employees who are drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, a report on Corporate Governance, which inter alia, includes the composition and construction of Audit Committee, is featuring as a part of Annual Report. Your Company will continue to adhere in letter and spirit to the good corporate governance policies. Pursuant to the provisions of Clause 49(VII) (1) of the Listing Agreement, a certificate from the auditors of the Company on the compliance of the Clause is enclosed.

CEO''S DECLARATION

Pursuant to the provisions of Clause 49(l) (D)(ii) of the Listing Agreement, a declaration by the Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.

MANAGEMENT DISCUSSION & ANALYSIS (MD&A)

The Company continues to do the business of Realty Development.

INTERNAL CONTROL SYSTEMS AND THE IRADEQUACY

Your Company places considerable emphasis on internal control systems and is appointing a separate Internal Auditor.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review, your Company has earned revenues from operations of Rs. NIL and other income Rs. 54,58,401/- (Previous Year Rs. 78,16,807/-) and earned a profit before tax of Rs. 21,09,774/- as against the profit of Rs. 34,16,864/- in the previous year.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company employs personnel from all walks of life having the requisite qualifications as demanded by the job profile. It has a well designed training programme, to retain and train the personnel with respect to the culture of the Company and to keep them abreast with the latest developments in the changing technological environment.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Conservation of energy: The Company uses electric energy for its equipment such as air conditioners, computer terminals, lighting and utilities in the work premises. All possible measures have been taken to conserve energy.

B. Technology Absorption: During the year your Company has not operated plants, therefore no technology absorption and research & development.

C. Foreign Exchange Earnings & Outgo

(Rs. in Lacs) 2013-14 2012-13

A) Earnings on Re-exports NIL NIL

B) Outgo NIL NIL

Travelling NIL NIL

Royalty on Software Products NIL NIL

CIF Value of goods imported NIL NIL

Sales Promotion NIL NIL

ACKNOWLEDGEMENTS

Your Directors place on record their grateful appreciation for the continued assistance and co-operation extended by the shareholders, customers, bankers and the dedicated employees and the business associates.

For and on behalf of the Board of Directors

Place: Mumbai, Date : 28™ May, 2014 (KUSHAL CHAND JAIN) (ANAND KUMAR JAIN) DIRECTOR DIRECTOR (DIN.0354508) (02411779)

---

Mar 31, 2013

To The Members,

The Board of Directors are pleased to present herewith the Thirty First Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS Amount in Rupees

Particulars For the Year 2012-13 2011-12

Income NIL 217,751,240

Other Income 78,16,807 8,410,265

Total Income 78,16,807 226,161,505

Expenditure beforeDepreciation, Interest & tax 38,06,248 222,116,114

EBITDA 40,10,559 4,045,391

Depreciation 10,280 8,286

Interest 33,415 1,555,630

Profit/(Loss) before Prior period item 39,66,864 2,481,475

Less : Prior Period / Exceptional item 5,50,000 190,375

Profit before Tax 34,16,864 2,671,850

Less: Tax Expenses

Current Tax/Mat 6 ,51,083 454,920

Mat Credit Entitlement for the Current year (6,51,083) (454,920)

Mat Credit Entitlement for the previous year NIL (37,499)

Deferred Tax t 1,25,440 930,447

Profit for the year 32,91,425 1,778,903

DIVIDEND

Your Directors do not recommend any dividend for the year as they wish to reinvest surplus funds into the business for further growth.

DIRECTORS

After the financial year on 27th May, 2013 Mr. Lalit Bajaj resigned as Director of the Company and Mr. Vipin Ladda was appointed as an Additional Director of the Company and his term as Director expires at the forthcoming Annual General Meeting. The Company in turn has received notice from a member along with a deposit of Rs. 500/- in cash pursuant to Section 257 of the Companies Act, 1956 signifying his intention to appoint Mr. Ladda Director of the Company liable to retire by rotation. The Directors recommend the appointment in the best interests of the Company.

Mr. Lalit Bajaj resigned as Director of the Company w e f 27th May, 2013.

DIRECTORS RESPONSIBILITY STATEMENT.

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2013, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of 31st March, 2013 and of the profit of the Company for the year ended 31st March, 2013.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2013 on a going concern basis.

AUDITORS

The Company has received a certificate from M/s Anand Jain & Associates, Chartered Accountants to the effect that their appointment, if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

You are requested to appoint and fix remuneration of M/s Anand Jain & Associates, Chartered Accountants as Auditors for the year 2013-14.

DEPOSITS

The Company has not accepted any Deposits from the public during the year under pursuant to Section 58A of the Companies Act, 1956.

PERSONNEL

The Company is not having any employees who are drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, a report on Corporate Governance, which inter alia, includes the composition and construction of Audit Committee, is featuring as a part of Annual Report. Your Company will continue to adhere in letter and spirit to the good corporate governance policies. Pursuant to the provisions of Clause 49(VII) (1) of the Listing Agreement, a certificate from the auditors of the Company on the compliance of the Clause is enclosed.

CEO''S DECLARATION

Pursuant to the provisions of Clause 49(I) (D)(ii) of the Listing Agreement, a declaration by the Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.

MANAGEMENT DISCUSSION & ANALYSIS (MD&A)

The Company continues to do the business of Realty Development, Internet Security and related information technology areas and Trading in Metals.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company places considerable emphasis on internal control systems and is appointing a separate Internal Auditor.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review, your Company has earned revenues from operations of Rs. NIL and other income Rs. 78,16,807/- (Previous Year Rs. 21,77,51,240/- and Rs. 84,10,265/- respectively) and earned a profit before tax of Rs. 34,16,864/- as against the profit of Rs. 26,71,850/- in the previous year.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company employs personnel from all walks of life having the requisite qualifications as demanded by the job profile. It has a well designed training programme, to retain and train the personnel with respect to the culture of the Company and to keep them abreast with the latest developments in the changing technological environment.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy: The Company uses electric energy for its equipment such as air conditioners, computer terminals, lighting and utilities in the work premises. All possible measures have been taken to conserve energy.

B. Technology Absorption: During the year your Company has not operated plants, therefore no technology absorption and research & development.

B) Outgo NIL NIL Travelling NIL 0.14 Royalty on Software Products NIL NIL CIF Value of goods imported NIL NIL Sales Promotion NIL NIL

ACKNOWLEDGEMENTS

Your Directors place on record their grateful appreciation for the continued assistance and co-operation extended by the shareholders, customers, bankers and the dedicated employees and the business associates.

For and on behalf of the Board of Directors

Place : Mumbai,

Date : 27th May, 2013 DIRECTOR DIRECTOR

---

Mar 31, 2012

The Board of Directors are pleased to present herewith the Thirtieth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS Amount in Rupees

Particulars For the Year

2011-12 2010-11

Income 217,751,240 137,023,278

Other Income 8,410,265 24,874.917

Total Income 226,161,505 161,898,195

Expenditure before Depreciation, Interest & tax 222,116,114 152,000,074

EBITDA 4,045,391 9,898,121

Depreciation 8,286 7,031,910

Interest 1,555,630 2,663,952

Profit/(Loss) before Prior period item 2,481,475 202,259

Less : Prior Period item 190,375 -

Profit before Tax 2,671,850 202,259

Less: Tax Expenses Current Tax/Mat 454,920 37,499

Mat Credit Entitlement for the Current year (454,920)

Mat Credit Entitlement for the previous year (37,499)

Deferred Tax 930,447

Profit for the year 1,778,903 164,760

DIVIDEND

Your Directors do not recommend any dividend for the year as they wish to reinvest surplus funds into the business for further growth.

OPEN OFFER

During the year under review, Prog Dye Chem Private Limited made Public offer of 22,09,818 Fully Paid Equity Shares of Rs. 10/- each representing in aggregate 20% of the paid up and voting Equity Share Capital of the Company at a price of Rs. 52/- per share. The open offer was made on 10th December, 2011 pursuant to Regulations 10B of SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 1997.

DIRECTORS RESPONSIBILITYSTATEMENT.

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the

Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2012, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of 3151 March, 2012 and of the profit of the Company for the year ended 31st March, 2012.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2012 on a going concern basis.

AUDITORS

The Company has received a certificate from M/s Anand Jain & Associates, Chartered Accountants to the effect that their appointment, if made would be within the prescribed limits specified under Section 224(1 B) of the Companies Act, 1956.

You are requested to appoint and fix remuneration of M/s Anand Jain & Associates, Chartered Accountants as Auditors for the year 2012-13.

DEPOSITS

The Company has not accepted any Deposits from the public during the year under pursuant to Section 58A of the Companies Act, 1956.

PERSONNEL

The Company is not having any employees who are drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement and Section 292Aof the Companies Act, 1956, a report on Corporate Governance, which inter alia, includes the composition and construction of Audit Committee, is featuring as a part of Annual Report. Your Company will continue to adhere in letter and spirit to the good corporate governance policies. Pursuant to the provisions of Clause 49(VII) (1) of the Listing Agreement, a certificate from the auditors of the Company on the compliance of the Clause is enclosed.

CEO'S DECLARATION

Pursuant to the provisions of Clause 49(l) (D)(ii) of the Listing Agreement, a declaration by the Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.

MANAGEMENT DISCUSSION & ANALYSIS (MD&A)

The Company continues to do the business of Realty Development, Internet Security and Trading in Metals.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company places considerable emphasis on internal control systems and is appointing a separate Internal Auditor.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECTTO OPERATIONAL PERFORMANCE

During the year under review, your Company has earned revenues from operations of Rs. 217,751,240 and other income Rs. 8,410,265/- (Previous Year Rs. 137,023,278/-) and earned a profit before tax of Rs. 2,671,850/-2.02 Lacs as against the profit of Rs. 202,259/- in the previous year.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company employs personnel from all walks of life having the requisite qualifications as demanded by the job profile. It has a well designed training program me, to retain and train the personnel with respect to the culture of the Company and to keep them abreast with the latest developments in the changing technological environment.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Conservation of energy: The Company uses electric energy for its equipment such as air conditioners, computer terminals, lighting and utilities in the work premises. All possible measures have been taken to conserve energy.

B. Technology Absorption: During the year your Company has not operated plants, therefore no technology absorption and research & development.

C. Foreign Exchange Earnings & Outgo

(Rs. in Lacs)

2011-12 2010-11

A) Earnings on Re-exports NIL NIL

B) Outgo NIL NIL1

Travelling 0.14 6.21

Royalty on Sofware Products NIL NIL

CIF Value of goods imported NIL NIL

Sales Promotion NIL NIL

ACKNOWLEDGEMENTS

Your Directors place on record their grateful appreciation for the continued assistance and co-operation extended by the shareholders, customers, bankers and the dedicated employees and the

business associates.

For and on behalf of the Board of Directors

Place: Mumbai,

Date ;01 May, 2012 DIRECTOR DIRECTOR

---

Mar 31, 2010

The Board of Directors are pleased to present herewith the Twenty Eighth Annual Report of your Company together with the Audited Accounts for the year ended 31 st March, 2010.

FINANCIAL RESULTS

(Rs. in Lacs.) Particulars For the Year 2009-10 2008-09

Sales 2447.52 2970.17

Other Income 38.9 12.79

Total Income 2485.85 2982.96

Expenditure before

Depreciation. Interest & tax 2338.132 676.56

Depreciation 44.08 44.52

Interest 43.53 43.42

Profit/fLossl before Taxation 60.2 16.46

Provision for Taxation: - -

Fringe Benefit Tax - 2.64

Prior period AdjustmentUS: - -

Profit/Loss After Taxation 75.28 13,62

DIVIDEND

Your Directors do not recommend any dividend for the year as they wish to reinvest surplus funds into the business for further growth.

DIRECTORS

Mr. Ninad Palav who retire by rotation and are, being eligible offers himself for re-appointment.

Mr. Om Prakash Bohra was appointed as an Additional Director on 30th January, 2010. As per the term of appointment, his term as Director expires at the forthcoming Annual General Meeting. The Company in turn has received notice from a member alongwith a deposit of Rs. 500/- in cash pursuant to Section 257 of the Companies Act, 1956 signifying his intention to appoint him as Director of the Company liable to retire by rotation. The Directors recommend his appointment in the best interests of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of 31 st March, 2010 and of the profit of the Company for the year ended 31 st March, 2010.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS

You are requested to re-appoint M/s. M.V.KRISHNAMOORTHY., Chartered Accountants as Auditors the retiring Auditors and to fix their remuneration.

DEPOSITS

The Company has not accepted any Deposits from the public during the year under pursuant to Section 58Aof the Companies Act, 1956.

PERSONNEL

The Company is not having any employees who are drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, a report on Corporate Governance, which inter alia, includes the composition and construction of Audit Committee, is featuring as a part of Annual Report. Your Company will continue to adhere in letter and spirit to the good corporate governance policies. Pursuant to the provisions of Clause 49(VII) (1) of the Listing Agreement, a certificate from the auditors of the Company on the compliance of the Clause is enclosed.

CEOS DECLARATION

Pursuant to the provisions of Clause 49(l) (D)(ii) of the Listing Agreement, a declaration by the Chairman and Managing Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review, your Company has made a Turnover of Rs. 2447.52 Lacs as against Rs. 2970.17 Lacs and earned a profit before tax of Rs. 75.28 Lacs as against the profit of Rs. 13.82 Lacs in the previous year.

However, the management is striving hard to improve the sales from the new Services businesses and also to control the overhead expenses to further improve the performance of your Company.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company employs personnel from all walks of life having the requisite qualifications as demanded by the job profile. It has a well designed training programme, to retain and train the personnel with respect to the culture of the Company and to keep them abreast with the latest developments in the changing technological environment.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy: The Company uses electric energy for its equipment such as air conditioners, computer terminals, lighting and utilities in the work premises. All possible measures have been taken to conserve energy.

B. Technology Absorption: During the year your Company has not operated plants, therefore no technology absorption and research & development.

C. Foreign Exchange Earnings & Outgo (Rs. in Lacs)

2009-10 2008-09

a) Earnings on re-exports NIL

B) Outgo

i. Travelling 8.04 4.49

ii. Royalty on Microsoft Products NIL

iii. CIF Value of goods imported NIL

iv. Sales Promotion NIL

ACKNOWLEDGEMENTS

Your Directors place on record their grateful appreciation for the continued assistance and co-operation extended by the shareholders, customers, bankers and the dedicated employees and the business associates.

For and on behalf of the Board of Directors

(Alok P. Gupta)

Chairman Place: Mumbai, Date :6th August,2010.