Directors Report of ACE Software Exports Ltd.

Mar 31, 2015

Dear Members,

The directors are pleased to present the twenty first Annual Report and the Company's audited financial statement for the financial year ended March 31, 2015.

FINANCIAL PERFORMANCE

The Company's financial performance, for the year ended March 31, 2015 is summarized below;

Sr. No. Particulars Standalone

2014-15 2013-14

1. Revenue from operation 5,91,51,279/- 4,69,70,967/-

2. Other income 71,02,796/- 83,73,065/-

3. Total Revenue 6,62,54,075/- 5,53,25,532/-

4. Depreciation & Amortization 61,58,980/- 21,38,223/-

5. Employee Benefit expenses 1,99,64,017/- 1,49,72,088/-

6. Finance Cost 3,07,207/- 1,71,820/-

7. Other expenses 3,59,59,050/- 3,19,50,224/-

8. Profit/(loss) before tax (PBT) 38,64,821/- 60,93,177/-

9. Taxation (146) 5,341/-

10. Profit/(loss) After Tax (PAT) 38,64,967/- 60,87,836/-

Particulars Consolidated

2014-15 2013-14

Revenue from operation 5,91,69,079/- 4,69,70,967/-

Other Income 97,49,464/- 1,15,21,515/-

Total Revenue 6,89,18,543/- 5,84,92,482/-

Depreciation & Amortization 74,72,176/- 28,68,393/-

Emloyee Benefit expenses 1,99,64,017/- 1,49,72,088/-

Finance Cost 3,14,824/- 1,76,700/-

Other expenses 3,61,73,056/- 3,22,77,214/-

Profit/(loss) before tax (PBT) 49,94,470/- 81,98,087/-

Taxation 2,36,152/- 2,72,885/-

Profit/(loss) After Tax (PAT) 47,58,318/- 79,25,202/-

The highlights of the Company's Performance are as under:

Revenue from operations increased by 25.98% (Standalone)

Revenue from operations increased by 25.97% (Consolidated)

TRANSFER TO RESERVES:

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

DIVIDEND:

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

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

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

FIXED DEPOSITS/DETAILS OF DEPOSIT

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date. Accepted during the year Nil

Remained unpaid or unclaimed as at the end of the year Nil Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved N.A.

Details of Deposits which are not in compliance with the requirements of Chapter V of the Act N.A.

EXTRACTS OF ANNUAL RETURNS:

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

BOARD OF DIRECTORS AND MEETING:

Name of Directors Founder Designation Age Qualification and Executive/ Director

Mr. Vikram Sanghani Jt. Managing Director 52 MBA (Finance) DIN: 00183818

Mr. Sanjay Dhamsania Jt. Managing Director 53 MS (Computer Science) DIN: 00013892

Independent & Non Designation Age Qualification Executive Director

Mr. Pratik C. Dadhaniya Director 43 Graduate in Architecture DIN: 02931106

Mr. Vimal L Kalaria Director 42 Post Graduate Diploma DIN : 00029395 in Finance

Mr. Dharamibhai R. Vadalia Director 63 Under Graduate DIN : 00015165

Ms. Dhara S. Shah Additional Director 26 B.Com, CS, LL.B DIN: 06983857

Name of Directors Other Directorship

Mr Vikram Sanghani Ace Infoworld Pvt. Ltd.

Ace Infoway Pvt. Ltd.

Ace eEngineersonline Pvt. Ltd.

Ace Computer Education Pvt. Ltd.

Everest Office Owners Asso. Pvt. Ltd.

Ace Riverside Pvt. Ltd.

Mr Sanjay Dhamsania Ace infoworld Pvt. Ltd.

Ace Infoway Pvt. Ltd.

Ace eEngineersonline Pvt. Ltd.

Ace Computer Education Pvt. Ltd.

Everest Office Owners Asso. Pvt. Ltd.

Ace Riverside Pvt. Ltd.

Independent & Non Executive Director Other Directorship

Mr Pratik C Dadhaniya -

Mr Vimal L Kalaria -

Mr Dharambihai R Vadalia Dipak Agro Oil Mill Pvt. Ltd.

Ace Infoworld Private Limited

Ms Dhara S Shah Mayur Floorings Limited

Vishal Fabrics Limited

Six board meetings were held during the year ended on March 31, 2015. These were held on May 30, 2014, August 6, 2014, September 29, 2014, November 14, 2014, February 12, 2015 and March 12, 2015.

Name of Directors Designation No. of Meetings Held Attended

Vikram Bhupatbhai Sanghani Jt. Managing Director 6 5

Sanjay Harilal Dhamsania Jt. Managing Director 6 4

Vimal Kalaria Independent Director 6 6

Dharamshi Vadalia Independent Director 6 6

Pratik Dadhania Independent Director 6 6

Dhara Shah* Additional Director 6 3

* Ms. Dhara Shah appointed as an additional director of the company on September 29, 2014.

Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder, the independent directors of the Company shall hold at least one meeting in a year, without the attendance of non independent directors and members of the Management. All the independent directors of the Company shall strive to be present at such meetings. The meeting shall review the performance of non independent directors and the Board as a whole; review the performance of the chairman of the Board, taking into account the views of the executive directors and non-executive directors; assess the quality, quantity and timeliness of flow of information between the Management and the board that is necessary for it to effectively and reasonably perform its duties. Meeting of Independent Directors was held on March 12, 2015.

Terms and conditions of appointment of Independent directors uploaded on the website of the company. http://acesoftex.com/uploads/IndependentDirector/ Brief%20Profile%20and%20terms%20and%20conditions%20of%20appointment.pdf

COMMITTEE: Audit committee:

Audit Committee has been reconstituted as per the provision of section 177 of the Companies Act, 2013 and listing agreement.

The Audit Committee Meeting.

Four meetings were held during the year ended on March 31, 2015. These were held on May 29, 2014, August 5, 2014, November 13, 2014 and February 12, 2015.

Name Designation No. of Meetings Held Attended

Vimal Kalaria (Non-Executive Independent Director) Chairman 4 4

Dharamshi Vadalia (Non-Executive Independent Director) Member 4 4

Pratik Dadhania (Non-Executive Independent Director) Member 4 4

Nomination and Remuneration Committee (NRC) :

NRC identifies persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and carries out evaluation of every director's performance and works as per the policy formulated thereof.

Four meetings were held during the year ended on March 31, 2015. These were held on May 29, 2014, September 15, 2014, November 13, 2014 and February 12, 2015.

Name Designation No. of Meetings Held Attended

Vimal Kalaria (Non-Executive Independent Director) Chairman 4 4

Dharamshi Vadalia (Non-Executive Independent Director) Member 4 4

Pratik Dadhania (Non-Executive Independent Director) Member 4 4

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

Stakeholders Relationship Committee

Constituted for considering and resolving grievances of security holders and dissemination of information to shareholders Four meetings were held during the year ended on March 31, 2015. These were held on April 28, 2014, July 23, 2014, October 18, 2014 and February 12, 2015.

Name Designation No. of Meetings Held Attended

Dharamshi Vadalia (Non-Executive Independent Director) Chairman 4 4

Pratik Dadhania (Non-Executive Independent Director) Member 4 4

Vikram Sanghani (Executive Director) Member 4 4

Sanjay Dhamsania (Executive Director) Member 4 4

AUDITORS

STATUTORY AUDITOR

Kalaria & Sampat, Chartered Accounts, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Hemali S. Patel, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

The secretarial audit report for FY 2014-15 forms part of the Annual Report as Annexure- 2 to the Board's report. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SUBSIDIARIES AND ASSOCIATES:

During the year, the Board of Directors ('the Board') reviewed affairs of the subsidiaries. In accordance with section 129 (3) of the Companies Act, 2013, we have prepared consolidated financial statements of the company and all its subsidiaries, which form part of the Annual Report. Further, a statement of our subsidiaries containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended to the consolidated financial statements and hence not repeated here for the sake of brevity.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and other applicable provisions of the Listing Agreement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

Nature of transaction Name of person Amount of Loan (In Rs.) Purpose of loan

Loan Shriji Enterprise@ 10,00,000/-^ Business Purpose

Loan Rajkot Computer Education LLP# 10,000/-* Business Purpose

Loan Jubilant Exim LLP# 10,000/-* Business Purpose

Loan Speedwell Engineers LLP# 10,000/-* Business Purpose

Loan Cosmos Services LLP# 10,000/-* Business Purpose

Loan Citizen Solutions LLP# 10,000/-* Business Purpose

Loan Aspire Exim LLP# 10,000/-* Business Purpose

- Re-paid Rs. 3, 00,000/- during the year.

* Amount was repaid during the year

@ Being the third party, not covered under section 185 and 189 of the companies act, 2013

# Wholly Owned Subsidiary.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided here under.

(A) Conservation of energy

- the Steps taken or impact on conservation of energy Company is ever mindful of the need for energy conservation, not only as a method of cost reduction, but also because it is a global imperative.

We have ensured that the following measures are institutionalized across all our facilities:

i. Optimal cooling of work areas and data centers.

ii. Switching off computers when not in use.

iii. Utilization of lights and stand alone air conditioners only when required.

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

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

At present, Company has not utilized any alternate source of energy and emphasize on the Conservation of energy and be frugal in utilizing the energy.

- Impact of these measures:

Taking effective measurements in saving energy has significantly benefitted the company.

(B) Technology absorption:-

- the efforts made towards technology absorption, benefit derives & Research and Development

i. Company has made continues effort to develop technology for the better out puts and reduction of cost. With the change of time it is essential to be updated with the latest equipments and technology to serve our client better. Company consistently strives to absorb latest technology suitable to industry size and clients need. Company has not incurred any expenses for research and development.

RISK MANAGEMENT:

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

INTERNAL FINANCIAL CONTROLS:

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

DETAILS OF DIRECTORS/KMP WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR & LIABLE TO RETIRE BY ROTATION

During the financial year 2014-15 following directors/KMPs were appointed or have resigned.

Name Designation Appointment/ Resignation Date of Appointment /Resignation

N. I. Thomas Company Secretary & Compliance Officer Resignation 02.06.2014

Jayram K. Vachhani Company Secretary & Compliance Officer Appointment 02.06.2014

Jyotin B. Vasavada Chief Financial Officer Appointment 02.06.2014

Dhara S. Shah Woman Director (Additional Director-Non Executive) Appointment 29.09.2014

RETIRE BY ROTATION

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

Further, Ms. Dhara S. Shah, additional director, appointed on 29.09.2014, whose tenure expires on the date of this Annual General Meeting and a notice in writing has been received from a member under section 160 of the Companies Act, 2013 proposing her candidature as an independent director of the company for the term of 5 years. She has furnished a declaration under section 149(6) of the Companies Act, 2013 and in the opinion of the Board she fulfils the conditions specified in the Act and rules made thereunder and is independent of the management.

Appointment is recommended by Nomination and Remuneration Committee.

BOARD'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5), of the Companies Act, 2013 with respect to Director's Responsibility Statements, it is hereby confirmed that -

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors 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;

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

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

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

FORMAL ANNUAL EVALUATION & POLICY RELATING TO REMUNERATION FOR THE DIRECTORS, KEY MANGERIAL PERSONNEL AND OTHER EMPLOYEES

Nomination and remuneration committee has laid down the standard procedure and method for evaluation of performance of each directors, key managerial personnel and members of the committees.

Policy for Selection of Directors and determining Directors' independence

1. Introduction

1.1 Ace Software Exports Limited (ASEL) believes that an enlightened and combination of youth with experience Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. Towards this, ASEL ensures constitution of a Board of Directors with an appropriate composition, size, diversified expertise and experience and commitment to discharge their responsibilities and duties effectively.

1.2 ASEL recognizes the importance of Independent Directors in achieving the effectiveness of the Board. ASEL aims to have an optimum combination of Executive, Non-Executive and Independent Directors.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent directors of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 "Director" means a director appointed to the Board of a company.

3.2 "Nomination and Remuneration Committee" means the committee constituted by ASEL's Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement, whenever applicable.

3.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement, whenever applicable.

4. Policy:

4.1 Qualifications and criteria

4.1.1 The Nomination and Remuneration Committee (NRC), and the Board, shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience that are relevant for the Company's global operations.

4.1.2 In evaluating the suitability of individual Board members, the NRC may take into account factors, such as:

- General understanding of the Company's business dynamics, global business and social perspective; Educational and professional background Standing in the profession;

- Personal and professional ethics, integrity and values;

- Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

4.1.3 The proposed appointee shall also fulfill the following requirements:

- Shall possess a Director Identification Number;

- Shall not be disqualified under the Companies Act, 2013;

- Shall give his written consent to act as a Director;

- Shall endeavour to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings;

- Shall abide by the Code of Conduct established by the Company for Directors and Senior Management Personnel;

- Shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

- Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, Equity Listing Agreements and other relevant laws.

4.1.4 The NRC shall evaluate each individual with the objective of having a group that best enables the success of the Company's business.

4.2 Criteria of Independence

4.2.1 The NRC shall assess the independence of Directors at the time of appointment / re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.

4.2.2 The criteria for appointment/re-appointment of independence is as laid down in Companies Act, 2013 and Clause 49 of the Equity Listing Agreement, whenever applicable.

4.2.3 The Independent Directors shall abide by the "Code for Independent Directors" as specified in Schedule IV to the Companies Act, 2013.

4.3 Other directorships / committee memberships

4.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as directors of the Company. The NRC shall take into account the nature of, and the time involved in a Director's service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be Public Limited Companies.

4.3.3 A Director shall not serve as an Independent Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he is serving as a Whole-time Director in any Listed Company.

4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees across all companies in which he holds directorships.

For the purpose of considering the limit of the Committees, Audit Committee and Stakeholders' Relationship Committee of all Public Limited Companies, whether listed or not, shall be included and all other companies including Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013 shall be excluded.

Remuneration Policy for Directors, Key Managerial Personnel and other employees

1. Introduction

1.1 Ace Software Exports Limited (ASEL) recognizes the importance of aligning the business objectives with specific and measurable individual objectives and targets. The Company has therefore formulated the remuneration policy for its directors, key managerial personnel and other employees keeping in view the following objectives:

1.1.1 Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company successfully.

1.1.2 Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

1.1.3 Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 "Director" means a director appointed to the Board of the Company.

3.2 "Key Managerial Personnel" means

(I) the Chief Executive Officer or the managing director or the manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed under the Companies Act, 2013

3.3 "Nomination and Remuneration Committee" means the committee constituted by ASEL's Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and applicable clause of the Equity Listing Agreement.

4. Policy:

4.1 Remuneration to Executive Directors and Key Managerial Personnel

4.1.1 The Board, on the recommendation of the Nomination and Remuneration Committee (NRC), shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders.

4.1.2 The Board, on the recommendation of the NRC, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

4.1.3 The remuneration structure to the Executive Directors and Key Managerial Personnel shall include the following components: (i) Basic Pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retiral benefits

(vi) Annual Performance Bonus

4.1.4 The Annual Plan and Objectives for Executive Directors and Senior Executives (Executive Committee) shall be reviewed by the NRC and Annual Performance Bonus will be approved by the Committee based on the achievements against the Annual Plan and Objectives.

4.2 Remuneration to Non-Executive Directors

4.2.1 The Board, on the recommendation of the NRC, shall review and approve the remuneration payable to the Non- Executive Directors of the Company within the overall limits approved by the shareholders.

4.2.2 Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the Committees thereof.

4.3 Remuneration to other employees

4.3.1 Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

PARTICULARS OF EMPLOYEES

The table containing particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure -3 to the Board's report. There are no employees in the Company drawing remuneration who are in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of the complaints received and disposed off during the financial Year 2014-15:

a) No. of complaints received: NIL

b) No. of complaints disposed off: NIL

VIGIL MECHANISM

The Company has established a whistle blower policy and also established a mechanism for directors and employees to report their concerns. The same has been uploaded on the website of the company link to open the policy is http://acesoftex.com/VIGIL POLICY.pdf

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis. 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 details of the related party transactions as required under Section 134(3)(h) of the Companies Act 2013, r/w Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure - 4.

GENERAL INFORMATION

AGM held during the financial year: 9th August, 2014

Disclosure as per schedule V of the Companies Act, 2013

i) all elements of remuneration package is as given in the statement pursuant to section 102 of the notice of the AGM (item no. 6 and 7)

ii) Remuneration is decided by the Board on recommendation of the Nomination and Remuneration Committee and it is fixed component basis, details of the remuneration given in past is elaborated in the statement pursuant to section 102 of the notice of the AGM (item no. 6 and 7)

iii) Service contracts, notice period, Severance fees;(given in the statement pursuant to section 102 of the notice of the AGM (item no.6 and 7) iv) Stock option: N.A.

ACKNOWLEDGEMENT:

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

For & on behalf of Board of Directors

Sd/- Sd/-

Vikram B. Sanghani Pratik C. Dadhania

Jt. Managing Director Director

DIN : 00183818 DIN: 02931106

Date: 13.08.2015

Place: Rajkot

---

Mar 31, 2014

The Members,

Ace Software Exports Ltd.,

Rajkot.

The Directors are pleased to present the TWENTIETH ANNUAL REPORT together with the Audited Financial Statements of your Company for the Financial Year ended on 31st March, 2014 is summarized below;

FINANCIAL RESULTS:

(Amt in Rs.)

Sr. No. Particulars 2013-14 2012-13

1. Revenue from operation 4,69,52,467 3,75,08,634

2. Other Income 83,73,065 71,86,752

3. Total Revenue 5,53,25,532 4,46,95,386

4. Depreciation and Amortization 21,38,223 19,25,819

5. Employee Benefit Expenses 1,49,72,088 86,92,188

6. Finance Cost 1,71,820 2,14,675

7. Other Expenses 3,19,50,224 2,99,24,033

8. Profit/(loss) Before Tax (PBT) 60,93,177 39,38,671

9. Taxation 5,341 6,365

10. Profit/(loss) After Tax(PAT) 60,87,836 39,32,306

PERFORMANCE:

During the financial year 2013-14, your company has achieved total Revenue from sale or Software Rs.4,69,52,467/- as compared to the turnover of Rs.3,75,08,634/- of the previous year, the net profit of the company stood at Rs.60,87,836/- as compared to Rs.39,32,306/-of the previous year. TRANSFER TO RESERVES:

The company has not transferred any sum to the General Reserve.

DIVIDEND:

With a view to plough back profits of the year and in order to conserve resources for operational purposes, the Board of Directors of your company do not recommend any dividend for the year.

BOARD''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA), of the Companies Act, 1956 with respect to Director''s Responsibility Statements, it is hereby confirmed that -

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

(ii) that 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 or loss of the company for that period ;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities ;

(iv) that the directors had prepared the annual accounts on a going concern basis.

The Board has taken sufficient care to maintain adequate accounting records with provisions of Companies Act, 1956(to the extent applicable) and the Companies Act, 2013 (to the extent notified), to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

TRADE RELATIONS:

The Board hereby places note of appreciation, Empower your account and trade managers to improve customer value by increasing promotion, spend efficiently and reducing the number of outstanding with held from our account & trade promotion management solution. The Management constantly endeavors to build strong and mutually respectable trade relation with them.

DIRECTORS :

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 Shri Vikram B. Sanghani and Shri Sanjay H. Dhamsania, Directors are liable to retire by rotation and being eligible, offer themselves for re-appointment, further, the Board has proposed re-appointment of Shri Vikram B. Sanghani and Shri Sanjay H. Dhamsania as Joint Managing Director and revised remuneration of them, subject to approval of Members at the ensuing Annual General Meeting. Members are requested to re-appoint Directors and also approve revisions of remuneration and re-appointment of Joint Managing Directors. Brief details of all Directors are given in the Report of Board on Corporate Governance forming part of this Report of Board of Directors.

CORPORATE GOVERNANCE:

Since inception, the Company laid emphasis on appropriate & timely disclosure and transparency in all business dealings. ASEL has been adhering to the corporate governance principles & practices since long. Your Company is regularly submitting its Corporate Governance Reports to Stock Exchanges where shares are listed. A details report on Corporate Governance is also annexed to this report. Further, the Certificate, in relation to compliance of the corporate governance principles, obtained from M/s Kalaria & Sampat, Chartered Accountants, and Statutory Auditors of the Company is annexed to this Report of Board.

AUDITORS:

M/s Kalaria & Sampat, Chartered Accountants, and statutory Auditors of the company, retire at this Annual General Meeting, and being eligible, offer themselves to be re-appointment as such. The Company has received letters from the auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT REPORT:

As directed by the Securities and Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by M/s MJP Associates, Practicing Company Secretaries, Rajkot. The findings of the Secretariat Audit were satisfactory.

SUBSIDIARIES COMPANIES:

At the beginning of the year, we had 7 subsidiaries. During the year, we have converted following subsidiaries in to Limited Liability Partnership (LLP) as per the provisions of the LLP Act, 2008, keeping in mind the advantages of management, administration and suitability of the LLP Act, 2008 for small organizations.

1. Rajkot Computer Education Pvt. Ltd. (Now, Rajkot Computer Education LLP)

2. Aspire Exim Pvt. Ltd, (Now, Aspire Exim LLP)

3. Cosmos Services Pvt. Ltd. (Now, Cosmos Services LLP)

4. Citizen Solutions Pvt. Ltd. (Now, Citizen Solutions LLP)

5. Jubilant Exim Pvt. Ltd. (Now, Jubilant Exim LLP)

6. Speedwell Engineers Pvt. Ltd. (Now, Speedwell Engineers LLP)

The percentage interest and investment of ASEL after conversion in the above companies remains the same. During the year, The Board of Directors reviewed the affairs of the subsidiary companies. As per section 212 of the Companies Act, 1956, we are required to attach the Balance sheet, Statement of Profit and loss and other documents of subsidiaries. The Ministry of Corporate Affairs, Government of India vide its Circular No. 2/2011 dated February 8, 2011, exempted companies from complying with section 212, provided such companies publish the audited consolidated financial statements for the fiscal year 2014 and same forms part of this Annual Report. Accordingly, this Annual Report does not contain the financial statements of our subsidiaries. The Statement pursuant to section 212 of the Companies Act, 1956, highlighting the summary of the financial performance of our subsidiary is annexed to this report.

The Audited financial statements and related information of subsidiaries including the conversion of the subsidiaries to LLPs will be available for inspection during the business hours at our registered office.

PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration more than the limits specified in the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (particulars of employees)(Amendment) Rules, 2011.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to energy conservation, technology absorption, foreign exchange earning and outgo, as required to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed herewith and forms part of this Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the section 205A(5) and 205C of the Companies Act, 1956 and corresponding section 124 of the Companies Act, 2013 which mandates that companies transfer dividend that has been unclaimed for a period of seven years from the unpaid dividend account to the to the Investor Education and Protection Fund. The company has duly complied with the above provisions by transferring the amount of unclaimed or unpaid dividend to the Investor Education and Protection Fund within the due dates.

Pursuant to the provisions of the Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with the Company) as on 28th September, 2013 (date of last Annual General Meeting) on the website of the Company (www.acesoftex.com) and also on the website of Ministry of Corporate Affairs.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Certificate under clause 49(V) of listing agreement provided in the Certification section of the Annual Report discusses the adequacy of our internal control system and procedures.

ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the investors, banks, regulatory and governmental authorities and Apex Co vantage, LLC USA for their continued co-operation during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff of the Company.

Date:30.05.2014 (Vikram B. Sanghani) (Pratik C. Dadhaniya) Place: Rajkot Jt. Managing Director Director

---

Mar 31, 2013

To, The Members of Ace Software Exports Ltd.,

Rajkot.

The Directors are pleased to present the NINE-TEENTH ANNUAL REPORT together with the Audited Financial Statements of your Company for the Financial Year ended on 31" March, 2013 is summarised below:

FINANCIAL RESULTS: (AmtlnRs.)

SR. PARTICULARS 2012-13 2011-12 No.

1. Revenue from Operation 3,75,08,634 254,57,739

2. Otherlncome 71,86,752 8033,103

3. Total Revenue(1 2) 4,46,95,386 3,35,40,842

4. Depreciation and Amortization 19,25,819 15,24,984

5. Employee Benefit Expenses 86,92,188 68,71,316

6. Finance Cost 2.14,675 45,676

7. Other Expenses 2,99,24,033 2,14,39.740

7. Profit/(Loss) Before Tax (PBT) 39,38,671 36,59,126

8. Taxation 6,365 2,000

9. Profit/(Loss) After Tax (PAT) 39.32,306 3657,126

10. Balance of Reserve* Surplus 9,91,91,728 9,52,59,422 In Balance sheet

PERFORMANCE:

During the financial year 2012-13, your Company has achieved total Revenue from sale of Software Rs. 3,75.08,634 as compared to the turnover of Rs. 2,54,57,739/- of the previous year. The Net Profit of the Company stood at Rs. 39,32,306/- as compared to Rs. 36,57,125/- of the previous year.

DIVIDEND :

With a view to plough back profits of the year and in order to conserve resources for operational purposes, the Board of Directors of your Company do not recommend any dividend for the year.

BOARD''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA), of the Companies Act, 1956 with respect to Directors'' Responsibility Statements. K is hereby confirmed that::

(a) in the preparation of the annual accounts for the year ended on March 31, 2013, the applicable accounting standards, read with requirements set out under Schedule VI to the Companies act., 1956, have been followed and there are no material departures from the same.

(b) that the 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 affairs of the Company as at March 31.2013and of the profit of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) that the Directors have prepared the annual accounts on a ''going concern'' basis.

TRADE RELATIONS:

The Board hereby places note of appreciation Empower your account and trade managers to improve customer value by increasing promotion spend efficiently and reducing the number of outstanding -with held from our account & trade promotion management solution. The Management constantly endeavors to build strong and mutually respectable trade relations withthem.

DIRECTORS :

Shri Vikram B Sanghani, and Shri Dharamsibhai R Vadalia, Directors are liable to retire by rotation and being eligible, offer themselves for reappointment. Further, the Board had revised remuneration of Shri Vikram Sanghani, and Shri Sanjay Dhamsania, -Joint Managing Directors w.e.f. 29" March, 2013, subject to approval of Members at the ensuing Annual General Meeting. Members are requested to reappoint Directors and also approve revisions of remuneration of Joint Managing Directors.At Brief details of all Directors are given in the Report of Board on Corporate Governance forming part of this Report of Board of Directors.

CORPORATE GOVERNANCE:

Since inception, the Company laid emphasis on appropriate & t''mety disclosures arvi transparency in all business dealings. ASEL has been adhering to the corporate governance principles & practices since long. Your Company is regularly submitting its Corporate Governance Reports to stock exchanges where shares are toed. A detailed report on Corporate Governance is also annexed to this Report. Further, the Certificate, in relation to compliance of the corporate governance principles, obtained from M/s Kalaria & Sampat Chartered Accountants, and statutory Auditors of the Company is annexed to this Report of Board.

AUDITORS:

M/s. Kalaria & Sampat, Chartered Accountants, and statutory Auditors of the Company, retire at this Annual General Meeting, and being eligible, offer themselves to be reappointed as such. The Compafly has received certificate from M/s. Kalaria & Sampat, Chartered Accountants, declaring that their appointment will fall within limits prescribed under Section 224(1 B) of the Companies Act, 1956.

SECRETARIAL AUDIT REPORT:

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by M/s. MJP Associates, Practising Company Secretaries, Rajkot. The findings of the Secretarial Audit were satisfactory.

SUBSIDIARY COMPANIES:

ASEL has Seven Subsidiary Companies. In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining trie sarre. The annual account of the subsidiary companies will also be kept open for inspections at the Registered Office of the Company and that of the respectrve subsidiary companies. The Consolidated Financial Statements presented by the Company include the Financial results of its subsidiary companies.

Sr. Name of Subsidiary Percentage stake owned No. companies & Location by Ace Software Exports Ltd. (%)

1 Ace Infoworld Pvt Ltd. Rajkot (erstwhile Apex Advanced Technology Pvt Ltd) 98.96%

2 Rajkot Computer Education Pvt Ltd, Rajkot 100.00%

3 Aspire Exim PvL Ltd, Rajkot 100.00%

4 Cosmos Services Pvt. Ltd, Rajkot 100.00%

5 Citizen Solutions PvL Ltd, Rajkot 100.00%

6 Jubilant Exim PvL Ltd, Rajkot 100.00%

7 Speedwell Engineers Pvt. Ltd, Rajkot 100.00%

PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration more than the fimits specified in the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) (Amendment) Rules, 2011.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to energycc
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to the Provisions of the Section 205A (5) and 205 C of the Companies Act 1956 relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the company, to the Investor Education and Protection Fund.

Pursuant to the provisions of the Investors Education and Protect regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 the Company has uploaded the detais of unpaid and unclaimed amounts lyingw*frKGmparr/ason29"Ser*ember. 2012 (date of last Annual General Meeting) on the website of the Company (www.acesoftexcom) as also on the Ministry of Corporate Affairs website.

ACKNOWLEDGEMENT :

Your Directors would Eke to express their appreciation for the assistance and rco-operation received from the investors, banks, regulatory and governmental authorities and Apex Co vantage, LLC USA for their continued co-operation during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the comrrdted services ty the executives, staff of the Company.

For and on behalf of Board of Directors,



(Sanjay H. Dhamsania) (Pratlk C. Dadhanlya)

Jt. Managing Director Director

At Rajkot, Dated 29" May, 2013

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Mar 31, 2010

The Directors of the company have pleasure in presenting their SIXTEENTH ANNUALREPORT together with the Audited Financial Statements of your Company for the Financial Year ended on 31st March, 2010.

FINANCIAL RESULTS:

Your Companys performance for the year ended on 31st March, 2010 is summarized as under:

(Amount in INR)

Particulars For the year For the year

ended on ended on

31st March, 2010 31st March, 2009

Sales & other income 2,42,10,206. 4,07,25,164

Profit (loss) before depreciation (10,78,767) 60,79,383

Less:

- Depreciation 9,16,083 8,92,336

Net profit (loss) before taxation (19,94,850) 51,87,047

Less:

-Taxation — 2,25,000

- Fringe benefit tax — 47,050

Net profit (loss) after taxation (19,94,850) 49,14,997

Add: Profit & loss account balance 7,70,50,971 7,16,62,066

brought forward

Excess provision of earlier year (3,25,907) 76,896

written back

Excess provision of dividend & — 3,97,011

DDT thereon

Balance carried to Balance sheet 7,47,30,214 7,70,50,971

PERFORMANCE:

During the financial year 2009-10, your Company has achieved total turnover of Rs. 2,42,10,206 as compared to Rs. 4,07,25,164 of previous year. For the period under Report, your Company has incurred net loss of Rs. 19,94,850 as compared to net profit of Rs. 49,14,997 in financial year 2008-09. The turnover of company has decreased considerably due to global recessionary conditions, specifically the downtorn in the companys main market U.S.A., which has adversely affected its bottom-line. The company has plans to initiate marketing efforts to increase revenues in coming months.

DIVIDEND:

With a view of loss during the year, the Board do not recommend any dividend.

BOARDS RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the, accounting year and of the profit and loss account for that year;

c) That they 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 frauds and other irregularities;

d) That they have prepared the annual accounts on a going concern basis. TRADE RELATIONS

The Board desires to place on record its appreciation for the support and co-operation received from suppliers / vendors and authorized dealers and all other associated with our Company. Company regards them as partners in its progress and shares with them the fruits of growth. The Management constantly endeavors to build strong and mutually respectable trade relations with them.

DIRECTORS

Shri Sanjay Dhamsania and Shri Vimal Kalaria Directors are liable to retire by rotation and being eligible offer themselves for reappointment. Brief Resumes of Directors are attached with Notice of the AGM. Members are requested to reappoint the Directors.

The Board of Directors of the Company appointed Shri Pratikkumar Dadhania, as an Additional Director of the Company with effect from 30* Januafy 2010, pursuant to section 260 of the Act read with provisions of the Articles of Association of the Company. He is an independent & non- executive Director of the Company. Under section 260 of the Company Act, Shri Pratikkumar Dadhania ceases to hold office at this Annual General Meeting but is eligible for appointment as a Director. A notice under section 257 of Act has been received from a Member signifying his intention to propose his appointment as a Director. Members are requested to appoint Shri Pratikkumar Dadhania as Director.

Further, Ms. Trupti Lele, Independent & Non-Executive Director has resigned from Directorship w.e.f. 30th January, 2010. The Board took note of valuable contribution made by Mrs Lele during her tenureship as Director. CORPORATE GOVERNANCE

Since inception, the Company laid a lot of emphasis on appropriate & timely disclosures and transparency in all business dealings. ASEL has been adhering to the corporate governance principles & practices since long. Your Company is regularly submitting its Corporate Governance Reports to stock exchanges where shares are listed. A detailed report on Corporate Governance is also annexed to this Report. Further, the Certificate, in relation to compliance of the corporate governance principles, obtained from M/s Kalaria & Sampat, Chartered Accountants, and statutory Auditors of the Company is annexed to this Report of Board. AUDITORS

M/s Kalaria & Sampat, Chartered Accountants, and statutory Auditors of the Company, retire at this Annual General Meeting, and being eligible, offer themselves to be reappointed as such. The Company has received certificate from M/s. Kalaria & Sampat, Chartered Accountants, declaring that their appointment will fall within limits prescribed under Section 224(1 B) of the Companies Act, 1956.

SECRETARIAL AUDIT

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by M/s. MJP Associates, Practising Company Secretaries, Rajkot. The findings of the Secretarial Audit were satisfactory. SUBSIDIARY COMPANIES:

ASEL has below mentioned Seven Subsidiary Companies. The Annual Report of Ace Software Exports Ltd. for the financial year 2009-10 includes Directors Report, Auditors Report, Profit & Loss Account, Balance Sheet and Notes to Accounts of Below mentioned subsidiary companies as per Section 212 of the Companies Act, 1956

Sr. Name of Subsidiary Percentage stake owned

No. companies by Ace Software Exports Ltd. (%)

1 Apex Advanced Technology Pvt. Ltd, Hyderabad 98.96%

2 Rajkot Computer Education Pvt. Ltd, Rajkot 100.00%

3 Aspire Exim Pvt. Ltd, Rajkot 100.00%

4 Cosmos Services Pvt. Ltd, Rajkot 100.00%

5 Citizen Solutions Pvt. Ltd, Rajkot 100,00%

6 Jubilant Exim Pvt. Ltd, Rajkot 100.00%

7 Speedwell Engineers Pvt. Ltd, Rajkot 100.00%

PARTICULARS OF EMPLOYEES:

There are no Employees, whose details are required to be mentioned as per section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNING AND OUTGO:

Disclosures with regards to Conservation of Energy, Technology Absorption, Foreign Exchange

Earnings and Outgo as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed herewith and forms part of this Report.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank all investors, banks, regulatory and governmental authorities and Apex Covantage, LLC USA for their continued co-operation during the year. Your Directors sincerely acknowledges the significant contribution made by all the employees for their dedicated services to the Company.



For & on behalf of Board of Directors,



(Vikram B. Sanghani)

Jt. Managing Director