Directors Report of Acme Resources Ltd.

Mar 31, 2018

1. FINANCIAL HIGHLIGHTS

The working results of the Company for the year under review are given below: -

Particulars	Year ended	Year ended
	31.03.2018	31.03.2017
	(Rs.)	(Rs.)
Profit / (Loss) before tax	1,90,42,209	14,23,68,834
Provision for Taxation - Current Tax	42,00,000	2,07,00,000
- Deferred tax	(55,63,261)	(39,01,093)
- Wealth tax	Nil	Nil
- Tax paid for earlier years	25,34,373	1,67,720
Profit / (Loss) After Tax	1,78,71,097	12,54,02,207
Transfer to Statutory Reserve Fund	35,74,219	2,50,80,441
Balance brought forward from previous year	42,83,22,916	32,80,01,150
Balance carried to Balance Sheet	1,42,96,877	10,03,21,766

2. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of financial year to which these financial statements relate and the date of this Report.

3. DIVIDEND

To conserve the resources of the Company for future expansion, the Board has decided not to recommend any dividend for the year under review.

4. PERFORMANCE REVIEW

The profit of the company during the current year shows decrease as comparison to previous year. Your Directors are making all efforts to further improve the performance of the company in future.

5. CONSOLIDATED FINANCIAL STATEMENTS

The Company has two subsidiary companies, M/ s Atul Agro Private Limited and M/ s OJAS Suppliers Limited for consolidation purposes. As per the provisions of Regulations of the Listing Agreement, M/s Atul Agro Private Limited was not a material non-listed subsidiary company for the financial year 2017-18 and hence the provisions of this clause did not apply. OJAS Suppliers Limited was a material non-listed subsidiary company for the financial year 2017-18 and the provisions of this clause were duly complied with.

Your Directors take pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard. The Auditors’ Report to the Shareholders thereupon does not contain any qualification.

- Total Income decreased by 43.3 % from Rs. 3613.05 lacs in Financial Year 2016-17 to Rs. 2048.28 lacs in Financial Year 2017-18.

- Profit Before Tax (PBT) decreased by 122.5 % from Rs. 1542.29 lacs in Financial Year 2016-17 to a loss of Rs. 347.14 lacs in Financial Year 2017-18.

- Profit After Tax (PAT) decreased by 114.04% from Rs. 1290.17 lacs in Financial Year 2016-17 to a loss of Rs. 181.15 lacs in Financial Year 2017-18.

6. FIXED DEPOSITS

The Company has not accepted any deposits during the year under review and it continues to be a Non-deposit taking Non-Banking Financial Company in conformity the guidelines of the Reserve Bank of India and Companies (Acceptance of Deposits) Rules, 2014.

7. DIRECTORS

There has been no change in composition of Directors of the Company

8. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors Responsibility statement, it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended 31st March 2018 the applicable accounting standards have been followed along with proper explanations relating to material disclosures;

b) That the Directors 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 the financial year and of the profit of the Company of the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts for the financial year ended 31 March 2018 on a going concern basis.

e) The Company had followed the internal financial controls laid down by the directors and that such internal financial controls are adequate and were operating effectively.

f) That the proper systems are in place to ensure compliance of all laws applicable to the Company.

9. AUDITORS’ REPORT

The Auditors’ Report is unqualified. The notes to the Accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any further clarifications.

10. AUDITORS

M/ s T R Chadha & Co LLP, Chartered Accountants., Auditors of the company, retire at the conclusion of the forthcoming Annual General Meeting and proposed to ratify the re - appoint M/s T R Chadha & Co LLP, Chartered Accountants to hold the office as auditors till the conclusion of the next Annual General Meeting on such remuneration as may be determined by the Board of directors of the company. The Company has received a certificate from the statutory auditors to the effect that their appointment; if made, would be within the limit prescribed under section 139 & 141 of the Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under clause 41 (1) (h) of the Listing Agreement. Members are requested to consider their reappointment.

11. EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2017-18, percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2017-18, and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

1. The Company has not paid any remuneration including Sitting fees to Non-executive Directors.

Therefore, the ratio to median remuneration is not applicable for Non-executive directors.

Executive Directors/KMP	Ratio to Median Remuneration	% increase in remuneration in the financial year	Comparison of the Remuneration of the KMP against the performance of the company
Mr. Sharad Saluja -Managing Director	30.25	No increase	Profit before tax decreased by 87 % and Profit after tax decreased by 86% in financial year 2017-18.
Mr. Vivek Chaturvedi -Chief Financial Officer	1.02	8.11 %
Mr. Simran Singh and Ms. Bindu Gupta - Company Secretary	0.51	N.A.

ii) The percentage increase in the median remuneration of employees in the financial year : 42 %

iii) The number of permanent employees on the rolls of company: 6

iv) The explanation on the relationship between average increase in remuneration and company performance:- The Profit before Tax for the financial year ended March 31, 2018 decreased by 87% whereas the increase in median remuneration was 42 %.

v) The key parameters for the variable component of remuneration availed by the Managing directors is as per the remuneration policy for directors and further approved by Central Government. Key managerial personnel and other employees recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

vi) The particulars of employees required under section 197(12) of the Companies Act, 2013 read with Rules 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not furnished as there is no employee in receipt of remuneration more than the prescribed limit.

The Board of Directors wish to express its appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. The information required under the Companies Act, 2013, and the Rules made there under, is provided as below:

Details of remuneration paid/payable to Directors for the year ended March 31, 2018:

(In Rs.)

Name of the Director	Designation	Salary & Perauisites*	Total
Mr. Sharad Saluia	Managing Director	Rs. 1.29.90.000	Rs. 1,29,90,000

^approved from the Central Government.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

In view of the nature of activities being carried on by the Company under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

13. FOREIGN EXCHANGE

The company had no foreign exchange inflow or outflow during the year under review.

14. EMPLOYER EMPLOYEE RELATIONSHIP

The Company has maintained a cordial relationship with its employees, which resulted in smooth flow of business operations during the year under review.

15. RESERVE BANK OF INDIA REGULATIONS

The Company has complied with all the applicable regulations of the Reserve Bank of India as on March 31, 2018.

16. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to Section 135 of the Companies Act, 2013 the Board of Directors in its meeting held on May 27, 2014 has constituted Corporate Social Responsibility Committee of three directors and a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The object of CSR Policy of the Company is to continue to contribute towards social welfare projects for benefits of society and major focusing on providing education, vocational training, promoting health care facilities to economically weaker and underprivileged section of the Society and to do such other activities as may be permissible under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

As part of its initiatives under “Corporate Social Responsibility” (CSR), the Company is in the process of undertaking projects in the area of education and vocational training of the unprivileged, women and differently-abled. These projects will be in accordance with Schedule VII of the Companies Act, 2013. The details of activities undertaken by the Company is annexed as Annexure - I.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criterion of independence as mentioned in Section 149(6) of the Companies Act, 2013.

18. COMPANY’S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination Remuneration and Compensation Committee has put in a place the policy on board diversity for appointment of directors taking into consideration qualification and wide experience of the directors in the fields of banking, finance, regulatory, Marketing, administration and legal apart from compliance of legal requirements of the Company. The Company has laid down remuneration criteria for the directors, key managerial personnel and other employees in the Nomination Remuneration and Compensation Committee Policy. The Policy on Board Diversity and Nomination Remuneration and Compensation Committee Policy are given in Annexure- II and III to this report and are also uploaded on the Company’s Website.

19. NUMBER OF MEETINGS OF THE BOARD

During the year Thirteen (13) Board Meetings were held. The details of the Board and various Committee meetings are given in the Corporate Governance Report.

20. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulations 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 various Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21. DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8(5) OF THE COMPANIES (ACCOUNTS) RULES, 2014 Extract of Annual Return

The extract of the annual return in the Form MGT 9 is annexed to this report as Annexure-IV.

Particulars of loans, guarantee or investments

Pursuant to Section 186 (11) (a) of the Companies Act, 2013 (the ‘Act’) read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary course of business by a Non- Banking Financial Company (NBFC) registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act. As such the particulars of loans and guarantee have not been disclosed in this Report.

During the year under review the Company has invested surplus funds in various securities in the ordinary course of business, the details of the Current Investments and Non-Current Investments of the Company are furnished under notes forming part of the Financial Statements for the year ended March 31, 2018.

Particulars of Contracts or Arrangements with Related Parties

The Related Party Transactions (RPTs) were entered in ordinary course of business on an arm’s length basis and were in compliance with the provisions of the Companies Act, 2013 and the Listing Agreement. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The statement of RPTs is placed before the Audit Committee and the Board on a quarterly basis. Omnibus approval was obtained for the transactions of repetitive nature. The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is uploaded on the Company’s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The details of the transactions with Related Party are provided in the note 30 of the Financial Statements forming part of this Annual Report and the particulars of RPTs in Form AOC-2 is annexed to this report as Annexure-V.

Whistle Blower Policy/Vigil Mechanism

The Company has framed a Whistle Blower Policy/Vigil Mechanism providing a mechanism under which an employee/director of the Company may report violation of personnel policies of the Company, unethical behaviour, suspected or actual fraud, violation of code of conduct. The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behavior. The Whistle Blower Policy/Vigil Mechanism is uploaded on the Company’s Website.

Financial summary/highlights

The details are spread over in the Annual Report as well as are provided in the beginning of this report. Directors and Key Managerial Personnel

- Directors - The information regarding the Directors appointed or retired/resigned during the year under consideration is provided in this report.

- Key Managerial Personnel - None of the Key Managerial Personnel has resigned or appointed during the year under review.

Subsidiaries or Associate Companies

Vardhman Business Ventures Limited is no Longer a subsidiary of the co apart from this there is no changes in Subsidiaries and Associate companies.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

Internal Financial Controls

The details in respect of adequacy of internal financial controls with reference to the Financial Statements -The Company’s well-defined organisational structure, documented policy guidelines, defined authority matrix and internal financial controls ensure efficiency of operations, protection of resources and compliance with the applicable laws and regulations. Moreover, the Company continuously upgrades its systems and undertakes review of policies.

The internal financial control is supplemented by extensive internal audits, regular reviews by management and standard policies and guidelines to ensure reliability of financial and all other records to prepare financial statements and other data.

The Audit Committee of the Board reviews internal audit reports given along with management comments. The Audit Committee also monitors the implemented suggestions.

22. SECRETARIAL AUDIT

The Board had appointed Mr. Vikas Gera, Practicing Company Secretary (Certificate of Practice No. 4500) (Membership No. FCS 5248) to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2017-18. The Secretarial Audit Report is annexed to this report as Annexure-VI. The report does not contain any qualification.

23. ANNEXURES

Following Reports are attached to this Report pursuant to the provisions of the Listing Agreement with the Stock Exchange:

(i) The Report on Corporate Governance as per Regulations of the Listing agreement forms part of the Annual Report, and is annexed herewith together with Auditors’ Certificate on Corporate Governance, the certificate, duly signed by the Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2018 as submitted to the Board of Directors at their meeting held on May 26, 2018 and the declaration by the Managing Director regarding compliance by the Board members and senior management personnel with the Company’s Code of Conduct.

(ii) The Management Discussion & Analysis Report as per Regulations of the Listing agreement is given as a separate Report forming part of the Annual Report.

24. ACKNOWLEDGEMENTS

The Board of Directors would like to thank Reserve Bank of India and other Regulatory/ Government authorities and Stock Exchanges for their support and stakeholders for their continued co-operation and support.

REGISTERED OFFICE On behalf of the Board of Directors

984, 9th Floor, Aggarwal Cyber Plaza-II For ACME RESOURCES LIMITED

Netaji Subhash

Place Pitampura, New Delhi - 110034

Phone: [phone]

Fax: [phone] Kuldeep Saluja Sharad Saluja

Email: [email protected] Director Managing Director

Website: www.acmeresources.in DIN-00289187 DIN-01516294

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Mar 31, 2016

DIRECTORS'' REPORT 1. FINANCIAL HIGHLIGHTS

The working results of the Company for the year under review are given below: -

Particulars	Year ended	Year ended
	31.03.2016	31.03.2015
	(Rs.)	(Rs.)
Profit / (Loss) before tax	1,29,91,760	10,88,98,688
Provision for Taxation - Current Tax	42,00,000	3,85,46,000
- Deferred tax	9,31,976	(31,34,308)
- Wealth tax	Nil	Nil
Profit / (Loss) After Tax	78,59,784	7,34,86,996
Less : Income tax paid for earlier years	20,96,703	22,45,095
Transfer to Statutory Reserve Fund	11,52,616	1,42,48,380
Balance brought forward from previous year	32,33,90,686	26,63,97,165
Balance carried to Balance Sheet	46,10,465	5,69,93,521

2. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of financial year to which these financial statements relate and date of this Report.

3. DIVIDEND

To conserve the resources of the Company for future expansion, the Board has decided not to recommend any dividend for the year under review.

4. PERFORMANCE REVIEW

The profit of the company during the current year shows decrease as comparison to previous year. Your Directors are making all efforts to further improve the performance of the company in future.

5. CONSOLIDATED FINANCIAL STATEMENTS

The Company has three subsidiary companies, M/s Atul Agro Private Limited and M/s OJAS Suppliers Limited & Vardhman Business Ventures Limited for consolidation purposes. As per the provisions of Regulations of the Listing Agreement, M/s Atul Agro Private Limited was not a material non-listed subsidiary company for the financial year 2015-16 and hence the provisions of this clause did not apply. OJAS Suppliers Limited was a material non-listed subsidiary company for the financial year 2015-16 and the provisions of this clause were duly complied.

Your Directors take pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard. The Auditors'' Report to the Shareholders thereupon does not contain any qualification.

- Total Income increased by 13.39 % from Rs. 3109.58 lacs in Financial Year 2014-15 to Rs.3525.93 lacs in Financial Year 2015-16.

- Profit Before Tax (PBT) decreased by 63.46 % from Rs. 1559.36 lacs in Financial Year 2014-15 to Rs. 569.55 lacs in Financial Year 2015-16.

- Profit After Tax (PAT) decreased by 71.59 % from Rs. 1062.52 lacs in Financial Year 2014-15 to Rs. 301.75 lacs in Financial Year 2015-16.

6. FIXED DEPOSITS

The Company has not accepted any deposits during the year under review and it continues to be a Non-deposit taking Non-Banking Financial Company in conformity the guidelines of the Reserve Bank of India and Companies (Acceptance of Deposits) Rules, 2014.

7. DIRECTORS

Sh. Vimal Kishore Agrawal retires (15-07-2015) during the year due to personal reason.

Sh. Ajay Kumar Agrawal retires (03-10-2015) during the year due to personal reason.

Ms. Amrita Saluja retires (03-10-2015) during the year due to personal reason.

8. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors Responsibility statement, it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended 31^st March 2016 the applicable accounting standards have been followed along with proper explanations relating to material disclosures;

b) That the Directors 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 the financial year and of the profit of the Company of the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

st

d) That the Directors have prepared the annual accounts for the financial year ended 31 March 2016 on a going concern basis.

e) The Company had followed the internal financial controls laid down by the directors and that such

internal financial controls are adequate and were operating effectively.

f) That the proper systems are in place to ensure compliance of all laws applicable to the Company.

9. AUDITORS'' REPORT

The Auditors'' Report is unqualified. The notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further clarifications.

10. AUDITORS

M/s T R Chadha & Co LLP, Chartered Accountants., Auditors of the company, retire at the conclusion of the forthcoming Annual General Meeting and proposed to ratify the re - appoint M/s T R Chadha & Co LLP, Chartered Accountants to hold the office as auditors till the conclusion of the next Annual General Meeting on such remuneration as may be determined by the Board of directors of the company. The Company has received a certificate from the statutory auditors to the effect that their appointment; if made, would be within the limit prescribed under section 139 & 141 of the Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under clause 41 (1) (h) of the Listing Agreement. Members are requested to consider their re-appointment.

11. EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-16, percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2015-16, and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

1. The Company has not paid any remuneration including Sitting fees to Non-executive Directors.

Therefore the ratio to median remuneration is not applicable for Non-executive directors.

Executive Directors/KMP	Ratio to Median Remuneration	% increase in remuneration in the financial year	Comparison of the Remuneration of the KMP against the performance of the company
Mr. Sharad Saluja -Managing Director	89.36	72 %	Profit before tax decreased by 88.07 % and Profit after tax decreased by 91.91 % in financial year 2015-16
Mr. Vivek Chaturvedi -Chief Financial Officer	2.52	13.90 %
Mr. Amitava Das -Company Secretary	0.83	50 %

ii) The percentage increase in the median remuneration of employees in the financial year: 7 %

iii) The number of permanent employees on the rolls of company: 6

iv) The explanation on the relationship between average increase in remuneration and company performance:- The Profit before Tax for the financial year ended March 31, 2016 decreased by 88.07% whereas the increase in median remuneration was 7 %.

v) The key parameters for the variable component of remuneration availed by the Managing directors is as

per the remuneration policy for directors and further approved by Central Government. Key managerial personnel and other employees, recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

vi) The particulars of employees required under section 197(12) of the Companies Act, 2013 read with Rules

5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not furnished as there is no employee in receipt of remuneration more than the prescribed limit.

The Board of Directors wish to express its appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. The information required under the Companies Act, 2013, and the Rules made there under, is provided as below:

Details of remuneration paid/payable to Directors for the year ended March 31, 2016:

(In Rs.)

Name of the Director	Designation	Salary & Perauisites*	Total
Mr. Sharad Saluia	Managing Director	Rs. 1.29.00.000	Rs. 1,29,00,000

*approved from the Central Government.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

In view of the nature of activities being carried on by the Company under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

13. FOREIGN EXCHANGE

The company had no foreign exchange inflow or outflow during the year under review.

14. EMPLOYER EMPLOYEE RELATIONSHIP

The Company has maintained a cordial relationship with its employees, which resulted in smooth flow of business operations during the year under review.

15. RESERVE BANK OF INDIA REGULATIONS

The Company has complied with all the applicable regulations of the Reserve Bank of India as on March 31, 2016.

16. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to Section 135 of the Companies Act, 2013 the Board of Directors in its meeting held on May 27,

2014 has constituted Corporate Social Responsibility Committee of three directors and a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The object of CSR Policy of the Company is to continue to contribute towards social welfare projects for benefits of society and major focusing on providing education, vocational training, promoting health care facilities to economically weaker and underprivileged section of the Society and to do such other activities as may be permissible under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company is in the process of undertaking projects in the area of education and vocational training of the unprivileged, women and differently-abled. These projects will be in accordance with Schedule VII of the Companies Act, 2013. The details of activities undertaken by the Company is annexed as Annexure - I.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criterion of independence as mentioned in Section 149(6) of the Companies Act, 2013.

18. COMPANY''S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination Remuneration and Compensation Committee has put in a place the policy on board diversity for appointment of directors taking into consideration qualification and wide experience of the directors in the fields of banking, finance, regulatory, Marketing, administration, legal apart from compliance of legal requirements of the Company. The Company has laid down remuneration criteria for the directors, key managerial personnel and other employees in the Nomination Remuneration and Compensation Committee Policy. The Policy on Board Diversity and Nomination Remuneration and Compensation Committee Policy are given in Annexure- II and III to this report and are also uploaded on the Company''s Website.

19. NUMBER OF MEETINGS OF THE BOARD

During the year Eleven (11) Board Meetings were held. The details of the Board and various Committee meetings are given in the Corporate Governance Report.

20. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulations 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 various Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21. DISCLOSURES AS PER THE SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8(5) OF THE COMPANIES (ACCOUNTS) RULES, 2014 Extract of Annual Return

The extract of the annual return in the Form MGT 9 is annexed to this report as Annexure-IV.

Particulars of loans, guarantee or investments

Pursuant to Section 186 (11) (a) of the Companies Act, 2013 (the ''Act'') read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary course of business by a Non- Banking Financial Company (NBFC) registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act. As such the particulars of loans and guarantee have not been disclosed in this Report.

During the year under review the Company has invested surplus funds in various securities in the ordinary course of business, the details of the Current Investments and Non-Current Investments of the Company are furnished under notes forming part of the Financial Statements for the year ended March 31, 2016.

Particulars of Contracts or Arrangements with Related Parties

The Related Party Transactions (RPTs) were entered in ordinary course of business on an arm''s length basis and were in compliance with the provisions of the Companies Act, 2013 and the Listing Agreement. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The statement of RPTs is placed before the Audit Committee and the Board on a quarterly basis. Omnibus approval was obtained for the transactions of repetitive nature. The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The details of the transactions with Related Party are provided in the note 31 of the Financial Statements forming part of this Annual Report and the particulars of RPTs in Form AOC-2 is annexed to this report as Annexure-V.

Whistle Blower Policy/Vigil Mechanism

The Company has framed a Whistle Blower Policy/Vigil Mechanism providing a mechanism under which an employee/director of the Company may report violation of personnel policies of the Company, unethical behaviour, suspected or actual fraud, violation of code of conduct. The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behavior. The Whistle Blower Policy/Vigil Mechanism is uploaded on the Company''s Website.

Financial summary/highlights

The details are spread over in the Annual Report as well as are provided in the beginning of this report.

Directors and Key Managerial Personnel

• Directors - The information regarding the Directors appointed or retired/resigned during the year under consideration is provided in this report.

• Key Managerial Personnel - None of the Key Managerial Personnel has resigned or appointed during the year under review.

Subsidiaries or Associate Companies

The company has ceased MPS Structures Private Limited as its Subsidiary during the year.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Internal Financial Controls

The details in respect of adequacy of internal financial controls with reference to the Financial Statements -The Company''s well defined organisational structure, documented policy guidelines, defined authority matrix and internal financial controls ensure efficiency of operations, protection of resources and compliance with the applicable laws and regulations. Moreover, the Company continuously upgrades its systems and undertakes review of policies.

The internal financial control is supplemented by extensive internal audits, regular reviews by management and standard policies and guidelines to ensure reliability of financial and all other records to prepare financial statements and other data.

The Audit Committee of the Board reviews internal audit reports given along with management comments. The Audit Committee also monitors the implemented suggestions.

22. SECRETARIAL AUDIT

The Board had appointed Mr. Vikas Gera, Practicing Company Secretary (Certificate of Practice No. 4500) (Membership No. FCS 5248) to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2015-16. The Secretarial Audit Report is annexed to this report as Annexure-VI. The report does not contain any qualification.

23. ANNEXURES

Following Reports are attached to this Report pursuant to the provisions of the Listing Agreement with the Stock Exchange:

(i) The Report on Corporate Governance as per Regulations of the Listing agreement forms part of the Annual Report, and is annexed herewith together with Auditors'' Certificate on Corporate Governance, the certificate, duly signed by the Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2016 as submitted to the Board of Directors at their meeting held on May 25, 2016 and the declaration by the Managing Director regarding compliance by the Board members and senior management personnel with the Company''s Code of Conduct.

(ii) The Management Discussion & Analysis Report as per Regulations of the Listing agreement is given as a separate Report forming part of the Annual Report.

24. ACKNOWLEDGEMENTS

The Board of Directors would like to thank Reserve Bank of India and other Regulatory/ Government authorities and Stock Exchanges for their support and stakeholders for their continued co-operation and support.

REGISTERED OFFICE On behalf of the Board of Directors

166, Cotton Street, For ACME RESOURCES LIMITED

1^st Floor, Post Bada Bazaar

Kolkata - 700007

Phone: [phone]

Fax: [phone] Kuldeep Saluja Sharad Saluja

Email: [email protected]_ Director Managing Director

Website: www.acmeresources.in DIN-00289187 DIN-01516294