Directors Report of Ace Tours Worldwide Ltd.

Mar 31, 2015

Dear Members,

The Directors take great pleasure in presenting their 8 th Annual Report on the business and operations of the company with the audited accounts for the financial year ended 31st March, 2015.

Financial Performance

(Rs. in lacs)

Particulars 2014-15 2013-14

Gross Income 1492.69 1613.63

Profit before Interest and Depreciation 112.00 197.80

Finance Charges 79.52 101.78

Provision for depreciation 26.83 65.10

Net Profit before tax 5.64 12.91

Profit /(Loss) after tax 7.54 0.69

Profit/(Loss) b/f from previous period 58.53 57.84

Prior period adjustment - -

Profit for Appropriation Sub Total (A) 66.07 58.53

Transfer to General Reserve - -

Proposed Dividend - -

Tax on Dividend - -

Sub Total (B)

Bal carried to Balance sheet (A-B) 66.07 58.53

Your Directors report that company has posted gross receipts including other income at Rs. 149,269,564 in the year under review as compared to Rs. 161,363,382 in previous year. Your company has posted a net profit of Rs. 7,54,899 in the year under review as compared to Rs. 169,134 in the corresponding previous year.

DIVIDEND

For strengthening the working capital position of the company, directors do not recommend any dividend during the year.

SHARE CAPITAL

During the year under review, Authorized Share Capital remained unchanged at Rs. 160,000,000 and paid up share capital remained unchanged to Rs. 126,704,560.

DEPOSITS

Your company has neither invited nor accepted any fixed deposits during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

STATUTORY AUDITORS

M/s. Biponchandra J. Modi, Chartered Accountants, (Firm Registration Number: 101521W) were appointed as the Statutory Auditors of the company in EGM held on 30th June, 2015 due to resignation of M/s.Rasesh Shah & Associates, Chartered Accountants due to their pre-occupation in other professional assignments, for five consecutive years, subject to ratification at every Annual General Meeting. Accordingly, their appointment is proposed to be ratified in the ensuing AGM. They have given their eligibility & consent for the proposed ratification.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKSOR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY INTHEIR REPORTS

There was no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports.

DIRECTORS

Mr. Bharat Jashwantlal Choksi retires at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all therequirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselvesto be appointed as Independent Directors under the provisions of the Companies Act, 2013 and therelevant rules.

BOARD MEETING

The details of Board Meetings held during the year, attendance of the directors in the meetings and constitution of various Committees of the Board are included separately in the Corporate Governance Report.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

Company has constituted Nomination and Remuneration Committee for the purpose of making cruial decisions pertaining to appointment of directors and fixing of remuneration/compensation to directors of company. The directors are appointed on the basis of attributes like experience, qualification, aptitude and knowledge. The remuneration of directors is decided by committee on the basis of their individual inputs in terms of time and efforts for the growth and betterment of the company.

The remuneration is recommended by the Remuneration Committee based on criteria such as industry benchmarks, the Company's performance vis-a-vis the industry, responsibilities shouldered, performance/track record etc. and is decided by the Board of Directors. The Board, on the recommendations of the Remuneration Committee, approves the annual increments.

Within the prescribed ceiling, the perquisites package is recommended by the Remuneration Committee to the Board. Payment of remuneration to the Managing Director and Executive Directors is governed by the respective agreements executed between them and the Company and are governed by Board and shareholders' resolutions.

INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No of complaints received: Nil

No of complaints disposed off: Nil

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby state and confirm that

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any;

2. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company as on 31st March, 2015 and the Profit and Loss Account for the year ended on that date;

3. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting the frauds and other irregularities.

4. We have prepared the annual accounts on a going concern basis

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

6. We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively;

HUMAN RESOURCES

Human resource development is critical in delivering the strategic agenda of the company. the human resources agenda, that includes within its gamut the attraction and retention of talent, skills development, reward and recognition, performance management and employee engagement is realized through a number of key initiatives, systems and processes.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT, 2013

There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

MANAGEMENT ANALYSIS & DISCUSSION

The Management Analysis & Discussion Report as stipulated under Clause 52 of the SME Listing Agreement with BSE Limited (Stock Exchange) forms part of the Annual Report

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

INTERNAL CONTROLS, AUDIT AND COMPLIANCE

Your company has Internal Audit and Compliance functions which are responsible for independently evaluating the adequacy of all internal controls and ensuring operating to internalprocesses as well as to regulatory and legal requirements. The audit function also proactively recommends improvements in operational processes and service quality. Your company has always adhered to the highest standards of compliance and governance and has put in place controls and an appropriate structure to ensure this. The audit committee of the Board also reviews the performance of the audit and reviews the effectiveness of the controls.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

Details of each of the related party transaction entered into by the Company during the Yeartogether with justification areannexed herewith in Form AOC-2 as "Annexure A".

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return is annexed as "Annexure B".

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members;

a. Mr. Bharat Jashwantlal Choksi

b. Mr. Rajendra Desai

c. Ms. Prachi Shukla

The above composition of the Audit Committee consists of independent Directors viz., Mr. Rajendra Desai and Ms. Prachi Shukla who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuineconcerns expressed by the employees and other Directors. The Company has also providedadequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reportingissues concerning the interests of co employees and the Company.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance as stipulated under Clause 52 of the SME Listing Agreement with BSE Limited (Stock Exchange) forms part of the Annual Report. The Certificate received from the Practicing Chartered Accountant confirming the compliance of Corporate Governance is attached this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

The measures to be taken pertaining to conservation of energy and technology absorption is not applicable to the company. Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure C"

The Company is ernestly pursuing to upgrade and adopt technological advancement in the field of industry especially the online portal business, digital marketing, etc.

ACKNOWLEDGMENT

Your directors wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.

Your directors would like to express their appreciation for the assistance and co-operation received from its customers, vendors, government as well as semi- governments departments, banker IDBI Bank Limited for their continued support during the year under review.

for and on behalf of the Board of Directors of ACE TOURS WORLDWIDE LIMITED CIN: L63040GJ2007PLC051318

Sd/-

Sd/-

Place: SURAT Raju Choksi Bharat Choksi Date: September 3, 2015 Managing Director Director DIN: 01421108 DIN: 01421133

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present their 07th Annual Report on the affairs of your Company for the year ended 31/03/2014 along with audited statement of accounts and reports of the auditors thereon.

FINANCIAL RESULTS (Rs. In Lacs)

Particulars 2013-14 2012-13

Gross Income 1613.63 1965.48

Expenditure 1600.72 1941.84

Profit Before Tax 12.91 23.64

Tax Expense

Current Tax 20.41 7.00

Deferred Tax (8.19) 0.35

Profit after tax 0.69 16.29

Add: Profit of the earlier years available for appropriation 57.84 41.55

Profit available for appropriation 58.53 57.84

Less: Proposed dividend incl. Dividend Distribution Tax - -

Less: Transfer Others - -

Balance Carried to Balance Sheet 58.33 57.84

Your Directors report that company has posted gross receipts including other income at Rs. 161,363,382 in the year under review as compared to Rs. 196,548,037 in previous year. Your company has posted a net profit of Rs. 69,134 in the year under review as compared to Rs. 16,28,761 in the corresponding previous year. For strengthening the working capital position, directors do not recommend any dividend during the year.

INITIAL PUBLIC OFFERING (IPO)

During the under review your company has successfully carried out its Initial Public Offering (IPO) of 50.00 (fifty Lacs) Equity Shares of Rs.10/- (Ten) each at a price of Rs. 16/- (Sixteen) per Equity Shares (including premium of Rs. 6/-(Six) per Equity Share).

Equity Shares of your company was listed on BSE SME Platform on September 26, 2013.

SHARE CAPITAL

During the year under review, Authorized Share Capital remained unchanged at Rs. 1600 Lacs. However, after successful completion of IPO, the paid up share capital has increased from Rs. 76,704,560 to Rs. 126,704,560.

FIXED DEPOSIT

Your company has neither invited nor accepted any fixed deposits during the year under review.

MANAGEMENT ANALYSIS & DISCUSSION

The Management Analysis & Discussion Report as stipulated under Clause 52 of the SME Listing Agreement with BSE Limited (Stock Exchange) forms part of the Annual Report

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance as stipulated under Clause 52 of the SME Listing Agreement with BSE Limited (Stock Exchange) forms part of the Annual Report. The Certificate received from the Practicing Chartered Accountant confirming the compliance of Corporate Governance is attached this report.

DIRECTORS

Following changes took place among the directors of your company:

* Ms. Prachi Shukla was appointed as an Additional Non-Executive Independent Director of the Company in the meeting of Board of Director of the Company held on 30th June, 2014 for the compliance of Section 149(1) of the Companies Act, 2013. You are requested to appoint Ms. Prachi Shukla as an Independent Non-Executive Director of the Company in ensuing Annual General Meeting of the Company.

* Mr. Rakesh Puri, Independent Director of the Company, resigned from the post of Director of the Company with effect from 05th July, 2014.

* Mr. Bharat Choksi, Director of the Company, is to retire by rotation at the forthcoming Annual General Meeting and is eligible and offers himself for re-appointment.

* Mr. Rajendra Desai, Independent Director of the company, is required to be re-appointed for a period of five years commencing from 01st April, 2014 and is not to retire by rotation pursuant to Companies Act, 2013.

DIRECTOR''S RESPONSIBILITY STATEMENT

Your directors make the following statement as required under provisions of Section 217(2AA) of the amended Companies Act, 1956 and confirm As required by Section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. Your directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company as on 31st March, 2014 and the Profit and Loss Account for the year ended on that date.

3. 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 the frauds and other irregularities.

4. The directors have prepared the annual accounts on a going concern basis

PARTICULARS OF EMPLOYEES

As there are no employees drawing the remuneration more than or equal to the prescribed remuneration under Section 217(2A) of the Companies Act, 1956, the company has no particulars to offer.

PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO ETC

Since your company is in the travel & tourism business, the particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 to the extent applicable is given in the Annexure "A" and forms part of this report.

AUDITORS AND THEIR REPORT

The Report of the Auditors is self-explanatory. M/s. Rasesh Shah & Associates; Chartered Accountants of Surat will retire at the conclusion of this Annual General Meeting. Pursuant to Section 139(1) of the Companies Act, 2013 read with Rule 4(1) of Companies (Audit and Auditors) Rules, 2014, the Company has received a written consent and a certificate from M/s. Rasesh Shah & Associates; Chartered Accountants of Surat, to the effect that their appointment, if made, would be within the prescribed limits and that they are not disqualified for such appointment. M/s. Rasesh Shah & Associates; since eligible for re-appointment, your directors recommend their re-appointment for a period of three years subject to ratification by members at every Annual General Meeting of the company.

ACKNOWLEDGMENT

Your directors wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.

Your directors would like to express their appreciation for the assistance and co-operation received from its customers, vendors, government as well as semi- governments departments, bankers namely ICICI Bank Limited, Axis Bank, IDBI Bank Limited, Yes Bank Limited, Associate Co-Operative Bank Ltd for their continued support during the year under review.

for and on behalf of the Board of Directors of ACE TOURS WORLDWIDE LIMITED CIN: L63040GJ2007PLC051318 Raju Choksi Bharat Choksi Place: SURAT Managing Director Director Date: August 8, 2014 DIN: 01421108 DIN: 01421133