Directors Report of Ace Men Engg Works Ltd.

Mar 31, 2024

The Board of Directors hereby submits the 44 ^th Annual Report of the business and operations of the Company together with the Audited Financial Statements for the financial year ended on 31^st March, 2024. The summarized financial performance of the company is as follows:

1. Financial Statements: (Amount in lacs.)
	Particulars	Current Year 2023-24	Previous Year 2022-23
	Total Income	38.94	758.38
	Total Expense	27.45	754.80
	Profit before Finance Cost and Depreciation	-
	Less : Finance Cost	-	-
	Profit before Depreciation	11.49	3.58
	Less : Depreciation	-	-
	Profit/(Loss) before Tax	11.49	3.58
	Provision for Tax	-	-
	Current Tax	2.61	0.90
	Deferred Tax	-	-
	Balance of Profit/(Loss) for the year	8.88	2.68
	Earning per equity share: Basic & Diluted (Rs.10/- each)	0.29	0.09

2. Performance Review

The revenue for the current financial year decreased to Rs.38.94/- Lakhs as compared to previous year Rs.758.38/- Lakhs. The net profit is Rs.8.88/- Lakhs as compared to Net Profit of Rs.2.68/- Lakhs during the previous year.

3. Dividend

Your Directors have thought it prudent not to recommend any dividend for the financial year under review.

4. Transfer to General Reserve

The Company has not transferred any amount to the Reserves for the year ended March 31, 2024.

5. Material Changes and Commitments, if any, affecting the Financial Position of the Company

No material changes and commitments which can affect the financial position of the Company occurred between the end ofthe financial year of the company and the date of this report. There is no Change in the nature of business of company during the financial year.

6. Significant and Material Orders Passed by the Regulators or Courts

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

7. Subsidiary / Associates Companies

The Company does not have any Subsidiary, Joint venture or Associate Company. Hence, statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures pursuant to first proviso to sub- section (3) of

section 129 read with rule 5 of Companies (Accounts) Rules, 2014 under Form AOC-1, is not applicable to the Company.

8. Adequacy of internal financial controls

The Company has in place adequate and effective Internal Financial Controls with reference to financial statements. During the year, such controls were tested and upgraded and no reportable material weaknesses in the design or operation were observed.

9. Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not directly or indirectly -

• Given any loan to any person or other body corporate other than usual advances envisaged in a contract ofsupply of materials, if any;

• Given any guarantee or provided security in connection with a loan to any other body corporate or person; and acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

10. Particulars of Contracts or Arrangements with Related Parties

No related party transaction(s) entered into during the financial year. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company.

11. Directors'' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of annual accounts for the year ended March 31, 2024, 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) 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 March 31, 2024 and of the Profit of the Company for the year ended on that date;

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

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

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

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

12. Directors and Key Managerial Personnel

Directors:

Rudra Patel	Non-Executive Independent Director
Ruchir Patel	Whole Time Director
Mishruta Raval	Non-Executive Independent Director
Hardik Vinodbhai Gajjar	Non-Executive Independent Director

Key Managerial Personnel:
Hemal Patel	Chief Financial Officer

None of the Company''s directors are disqualified from being appointed as a director as specified in Section 164 of the Act.

13. Declaration by Independent Directors

The Company has received necessary declarations from all Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 as well as under Regulation 25 and 16(1) (b) of SEBI (LODR) Regulations. There has been no change in the circumstances which may affect their status as independent director during the year.

14. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board and the Corporate Governance requirements as committees and Individual Directors pursuant to the provisions of the Act prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, attendance, prior study of materials given, participation at the meetings, level and effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Nonexecutive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the Independent Director being evaluated.

15. Familiarization Program for the Independent Directors

In compliance with the requirements of SEBI Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model, etc.

16. Policy on Directors'' Appointment and Remuneration and other details

The Nomination and Remuneration Committee has laid down the criteria for Directors appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

1. the candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion of the Committee are in the interest of the Company;

2. the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;

3. the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case of appointment as an independent director; and

4. the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, corporate governance, technical operations, infrastructure or such other areas or disciplines which are relevant for the Company''s business

17. Number of Meetings of the Board

During the year under review, eight (08) Meetings of the Board of Directors, were held on 22.04.2023, 30.05.2023, 31.07.2023, 09.09.2023, 4.10.2023, 25.12.2023, 04.01.2024 and 20.02.2024.

18. Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the Companies Act, 2013, read with Regulation 18 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 in the terms of reference to the Audit Committee.

19. Material Changes and Commitments, if any, affecting the Financial position of the Company which have occurred between the end of Financial Year of the Company to which the Financial Statement relate and the date of the Report.

There were no material changes and commitments that have affected the financial position of the Company which have occurred during the financial year ended on 31^st March, 2024.

20. Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015, tie Management Discussion and Analysis has been given hereunder:

GLOBAL ECONOMIC REVIEW

The CY 2024 witnessed the restrictions worldwide, leading to a notable rise in household consumption across major economies. The third quarter was a bright spot with robust economic activity driven by stronger-than-expected private consumption, investment amid tight labor markets, and fiscal support exceeding all expectations. Demand in most sectors, particularly in the services sector including tourism, witnessed growth. The year also saw geopolitical tensions starting in the first half, which caused inflation to rise, prompting central banks across countries to resort to somewhat synchronized monetary tightening.

As per the World Economic Outlook (WEO), April 2024 published by the International Monetary Fund (IMF), global real GDP growth is expected to moderate further from 2.8% in CY 2023 to 2.5% in CY 2024. Emerging markets and developing economies are likely to remain robust and grow at 3.5% in CY 2024, which is a slight decrease from 3.9% in CY 2023.

INDIAN ECONOMIC REVIEW:

As per the IMF, for FY 2024, India continued to be one of the fastest-growing economies with real GDP growing at 6.1% year-on-year. During the year, growth was fueled by private consumption, growing manufacturing activity, and the revival of the service sector. The Government of India''s sustained focus on infrastructure investment drove economic growth, leading to employment generation. The service sector was observed to have fully recovered from the weakness suffered during the pandemic. Like many other central banks across developed economies, the Reserve Bank of India (RBI) increased the repo rate on multiple occasions since May 2022, amounting to a cumulative increase of 300 bps by FY 2024. These efforts managed to bring retail inflation below the upper tolerance target set by the RBI in November-December 2023 before breaching the threshold of 6% in January-February 2024. In the most recent review, the Monetary Policy Committee maintained a cautious stance to ensure inflation remains in check while supporting growth.

Industry overview

Global aviation industry

Global aviation is on a path of recovery from the pandemic years. The swift reopening of air transport markets over the course of CY 2024 was matched by the appetite for travel among consumers across most parts of the globe.

In CY 2023, the recovery of demand from the pandemic years was driven primarily by large domestic markets. During CY 2024, the global aviation industry inched up further on its road to recovery despite operating in a challenging macroeconomic environment on the back of inflationary pressures, rising interest rates and rising fuel prices. The continued recovery was observed in intra- Europe, Americas and Transatlantic traffic, which was significant (nearing CY 2019 levels) despite the Omicron wave at the start of the year.

As per International Air Transport Association, recovery in global air transport demand for the CY 2024, as measured by Revenue Passenger Kilometres (RPK), stood at 68.5% compared to the CY 2023. This was primarily due to removal of travel restrictions and vaccine rollouts in densely populated nations. Air cargo capacity measured by Available Cargo Tonne Kilometres (ACTK) bounced back remarkably well, though it remained below the pre-pandemic level.

While certain regions may witness a slowdown, the pent-up demand and greater demand for travel imply that CY 2023 will continue to see a robust worldwide recovery, with Asia, in particular, driving significant growth and opportunities in the global aviation industry. The desire and need to travel by air remain strong therefore robust demand will be a common occurrence wherever travel restrictions are taken down, and routes are re-opened. According to IATA, global passenger demand is predicted to reach 85.5% of CY 2024 levels in CY 2024, up from 68.5% in CY 2023.

Strength:

The Indian economy is expected to grow strongly in the coming years and aviation will play a pivotal role in this growth. Having been through a period of robust growth since its inception, the future of the company is full of attractive opportunities.

After two years of muted operations, the Indian aviation is showing recovery as air traffic climbed by 69% year-over-year to 161 million passengers in FY 2024. Further, domestic traffic reached levels in February 2024, demonstrating strong turnaround from the dampened travel sentiment witnessed due to the pandemic.

India is now the world''s third-largest domestic aviation market, trailing only the United States and China. Indian aviation is expected to undergo massive expansion and transformation in the years to come on the back of strong economic growth, favourable demographics, and infrastructure investments.

Opportunities and Threats:

With the Government opening up and providing opportunities to the private sector, global and domestic players are collaborating and establishing joint ventures for manufacturing of aerospace components and MRO facilities for civil and military aviation sectors. In addition, the ongoing Government initiative in the outer space missions has opened up new opportunities. Given the emergence of larger players in the sector, it became incumbent for the Company to re-position itself as a company that has state of the art technology pursuits. The manufacturing legacy of the Company was coming in the way

of this transformation. Hence it became incumbent to hive off the existing manufacturing facilities before taking a plunge into something more contemporary and technologically sophisticated in the same domain. The Company is on constant lookout for getting contracts from various Sectors establishments for modification and refurbishment work.

The delay in decision making and finalisation of contracts by the various sector for their modification / refurbishment projects is a challenge for the industry.

Risk Management:

In an interdependent, fast-moving world, organizations are increasingly confronted by risks that are complex in nature and global in consequence. Such risks can be difficult to anticipate and respond to, even for the most seasoned business leaders.

Internal Control System and their Adequacy:

The Company has adequate internal control systems including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorization and approval procedures. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit committee of the Board. The Company''s internal control systems are supplemented by periodic reviews by the Management. The Audit Committee reviews its findings and recommendations at periodic intervals. Company''s internal control system is adequate considering the nature, size and complexity of its business.

Human Resources/Industrial Relations:

The company places great emphasis on its employees and believes that they are the core of the Corporate Purpose. The HR mission is to empower employees to make continuous improvements and enhance their professional skills. The company believes in respecting the individual rights and dignity of the people. The company believes that human resources are the most valuable assets and a major driver for achieving its goals. Your company continues to invest in human resources to build new businesses while simultaneously improving the individual & organizational preparedness for future challenges

CAUTIONARY NOTE:

Certain statements in "Management Discussions and Analysis" section may be forward looking and are stated as required by law and regulations. Many factors, both external and internal, may affect the actual results which could be different from what the Directors envisage in terms of performance and outlook.

21. Risk Management

The Company has in place a Risk Management Policy pursuant to Section 134 of the Companies Act. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this program, each Function carried on works, addresses opportunities and risks through a comprehensive approach aligned to the Company''s objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

The Audit Committee of the Board of the Company has been entrusted with the task to frame, implement and monitor the risk management plan for the Company and it is responsible for reviewing the risk management plan and ensuring its effectiveness with an additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

22. Corporate Social Responsibility (CSR)

The Company does not fall in any of the Criteria of Section 135 of the Companies Act, 2015 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 and hence the company does not require to comply the same.

23. Safety, Environment and Health

The Company''s commitment to excellence in Health and Safety is embedded in the Company''s core values. The Company has a stringent policy which drives all employees to continuously break new ground safety management for the benefit of people, property, environment and the communities where we operate on sites.

The Company respects human rights, values its employees and their communities. The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are in place throughout the Company on Safety, Environment and Health and has well identified and widely covered safety management system in place for ensuring, not only the safety of employees but surrounding population of the works as well.

24. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Work place, in line with the provisions of the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees of the Company, those of contractors as well as trainees are covered under this Policy.

No complaint was received from any employee during the financial year 2023-2024 and hence no complaint is outstanding as on 31.03.2024 for redressal.

25. Vigil Mechanism/ Whistle Blower Policy

There is a Whistle Blower Policy in the Company and that no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is posted on the Company''s website www.acumenengg.co.in.

26. Code of Conduct

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013.The said code of conduct is posted on Company''s website www.acumenengg.co.in. The Board members and senior management personnel have affirmed compliance with the said code of conduct.

27. Prevention of Insider Trading

The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.acumenengg.co.in. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

28. Corporate Governance

As per SEBI LODR, Compliance with the provisions of Regulation 17 through 27 and clauses (b) to of sub - regulations 46 and Para C, D and E of schedule V is not mandatory for the time being, in respect of the following class of Companies:

a) Companies having paid -up equity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25 Crores, as on the last day of previous financial year;

b) The listed entity which has listed its specified securities on the SME Exchange;

As such our Company falls in the ambit of aforesaid exemption, consequently Corporate Governance does not forms part ofthe

Annual Report for the Financial Year 2023-24. However, the Company is following industry best corporate governance standards.

29. Human Resources

The human resource plays a vital role in the growth and success of an organization. The Company has maintained cordial and harmonious relations with employees across various locations.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

30. Deposits from Public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public, was outstanding as on the date of the balance sheet.

31. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings

and Outgo Technology absorption: NIL Foreign Exchange earnings and outgo: NIL

32. Particulars of Employees and Remuneration

Pursuant to the Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, no employee of the Company was paid remuneration exceeding the prescribed limits, during the financial year 2023-2024.

33. Insurance

All the properties and insurable interests of the Company including buildings, Plants & Machineries and Stocks, have been adequately insured.

34. Share Capital

The paid-up equity share capital of the Company as at 31^st March, 2024 is Rs. 3,09,85,000/- . The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

35. Auditors Statutory Auditors:

Pursuant to the provisions of Section 139(8) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force) and all other applicable laws, if any, casual vacancy caused by the resignation of Auditors, the Board of Directors had appointed M/s. J Singh & Associates, Chartered Accountants, (FRN: 110266W) as the Statutory Auditors of the Company to fill the casual vacancy and shall hold office up to the conclusion of this Annual General Meeting of the Company.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Suhas Bhattbhatt of M/s. S Bhattbhatt & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

Cost Auditors:

Your Company does not require to get its cost records audited by the qualified Cost Auditors, in view of non- applicability. No appointment of Cost Auditors has been made.

36. Acknowledgement

The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and Bankers, Government Authorities, Employees at all levels and Stakeholders, in furthering the interest of the Company.

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 35th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31st, 2015. The summarized standalone and consolidated financial performance of the company is as follows:

1. Financial Results (Amount in Rs.)

STANDALONE CONSOLIDATED

Particulars 2014-15 2013-14 2014-15 2013-14

Profit Before Tax & Provision 63,389 2,411 58,666 3,632

Less: Provision For Tax 44,210 745 44,210 1,099

Profit After Tax 19,179 1,666 14,456 2,533

Profit/ Loss Brought Forward From Previous Year (47,475) (49,141) (97,225) (99,788)

Profit/ Loss Available for Appropriation 19,179 1,666 14,456 2,533

Transfer To Reserve Nil Nil Nil Nil

Proposed Dividend Nil Nil Nil Nil

Tax on Proposed Dividend Nil Nil Nil Nil

Profit/ Loss Carried Forward (28,296) (47,475) (82,799) (97,255)

Basic/Diluted Earnings Per Share 0,01 0.00 0.01 0.00

2. Dividend

Your Directors have not recommended any dividend for the financial year 2014-15 in view of re- investment of the surplus in order to maintain a healthy capital adequacy ratio to support long term growth of your company.

3. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.

4. Reserves

Your Directors have not proposed to transfer the accumulated profit to Reserves during the year.

5. Grief description of the Company's working during the vear/State of Company's affair

The Company's Primary business is trading in Sarees having a wide variety of fabrics and designs. The company has resumed its operation this financial year (2014-15] with Standalone revenue of Rs. 139.51 Lakhs (Approx.), expenditure Rs 138.88 Lakhs (Approx.) and profit before tax amounted to Rs. 0.63 Lakhs (Approx.] and Consolidated revenue of Rs. 139.68 Lakhs (Approx.), expenditure Rs 139.09 Lakhs (Approx.) and profit before tax amounted to Rs. 0.59 Lakhs (Approx.)

ft. Change in the nature of business, if any

There is no Change in the nature of business of company during the financial year.

7 Past Balance Sheet Events

No material changes have been occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

8 Details in respect of adequacy of infernal financial controls with reference to the Financial Statements.

The directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

q. Details of Subsidiary/joint Ventures/Associate Companies

The Statement in Form AOC-I containing the salient feature of the financial statement of your Company's subsidiaries, associates and joint venture companies pursuant to first proviso to Section 129(3) of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report Further, in line with Section 129(3) of the Act read with the aforesaid Rules, the Listing Agreement with the Stock Exchanges and in accordance with the Accounting Standard 21 (AS-21), Consolidated Financial Statements prepared by your Company include financial information of its subsidiary companies.

The company has three wholly owned subsidiary companies:

i) Jahman Merchants Private Limited

ii) Mahabala Deal trade Private Limited

iii) Arunesh Commonages Private Limited

10. Deposits

The company has neither accepted nor renewed any deposits during the year, covered under Chapter V of the Act

11 Statutory Auditors

M/s P. D. RANDAR & CO, Chartered Accountants, have been re-appointed as Statutory Auditors of the company till the conclusion of the Annual General Meeting of the company to be held in the year 2019 (subject to ratification of their re- appointment at every AGM) and the Directors of the Company shall fix the remuneration from time to time in consultation with the Audit Committee.

12 Auditors 'Report

The observations made by the Auditors are self- explanatory and do not require any to oil Further, the explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report is given.

13 Share Capital

Issue of equity shares with differential rights

The Company has not issued any of its securities with differential rights during the year under review.

Buy Back of Securities

The company has not bought back any of its securities during the year under review.

Sweat Equity, Bonus Shares & Employee Stock Option Plan The company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employees.

Preferential Issue of Securities

The company has issued 600,000 equity shares of Rs 10/- on preferential basis to Non- Promoters during the year and as on date the entire capital is listed with Calcutta Stock Exchange.

14 Extract of the Annual Return

The extract of the Annual Return pursuant to the provisions of section 92 read with Rule 12 of the Companies (Rules), 2014 is furnished in Annexure A (MGT - 9) and is attached to this Report

15. Conservation of energy Technology absorption and Foreign earnings and Outgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of lonesome of energy and technology absorption prescribed by the rules are not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year.

16. Corporate Social Responsibility (CSR)

As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crore or more during any financial year the disclosures as per Rule 9 of Companies [Corporate Social Responsibility Policy) Rules, 2014 is not applicable.

17. proctors:

A) Changes in Directors and Key Managerial Personnel

Pursuant to the Resolution of the Board of Directors passed at its meeting:

i) Mr. Mahesh Sharma has been appointed as an Independent Director on 25th July 2014 and further regularized in the Annual General Meeting held on 22nd August 2014.

ii) Mr. Rajesh Sharma has been appointed as Managing Director w.e.f 23rd August 2014 for a period of five years.

iii) Mr. Rajesh Kumar Yadav has been appointed as Company Secretary w.e.f December 2014 and has placed his resignation on 30th January 2015.

iv) Mr Arindam Roy Chowdhury has been appointed as Company Secretary w.e.f 30th January 2015

v) Mr. Tarun Kumar Newatia has been appointed as an Independent Director of the company w.e.f. 18th March 2015 and will be regularized at the upcoming AGM.

Further Mrs. Priti Sharma, Director of the Company will also be designated as Chief Financial Officer w.e.f. 28.05.2015.

B) Declaration by an Independent Director(s) and re- appointment

Mr Tarun Kumar Newatia, Mr. Mulchand Gupta and Mr. Mahesh Sharma, Independent Directors of the Comoanvha Confirmed that they fuelled all the conditions of the Independent Directorship, laid down in SSK an 149 of the Companies Act 2013 and the rules made there under and the some have been noted by the Board.

C] Formal Annual Evaluation

in compliance with the Schedule IV of the Companies Act 2013, a meeting of the Independent Directors of the company was held to review and evaluate the performance of the Non- Independent Directors and the has of the company "king into account the views of the Executive Directors and Non- Executive Disk asking the entity and timeliness of flow of management and the Board and also to review the overall performance of the Board The meeting of the company was held on 30th January 2015, wherein the performance of the Board as a whole was evaluated.

18. Number of meeting of the Board of Directors

Six Meetings of the Board of Directors were held during the Financial year 2014-15. These were held on the following dates:

i) 28th May, 2014

ii) 25th July, 2014

iii) 25th August, 2014

iv) 28th October, 2014

v) 30th January, 2015

vi) 18th March, 2015

One Extra Ordinary General Meeting was held on 19th May, 2014 for private placement of equity shares to Strategic Investors not forming part of the promoter group.

19. Audit Committee

Composition of the Audit committee is in accordance with the requirements of section 177 of the Companies Act 2013 which is stated below:

Nmae Designation

Tarun Kumar Newatia Chairman

Rajesh Kumar Sharma Member

Mulchand Gupta Member

Mahesh Sharma Member

20. Order of Court

The company is not subject to any legal proceedings and claims which will have a material or adverse effect on the going concern status or company's operations or financial conditions.

21.Sexual Harassment Of Women At Work Place

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There were nil complaints received during the year under review.

22. Details of establishment of vigil mechanism for directors and employees

Pursuant to sub-section (9) & (10) of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Whistle Blower Policy (Vigil mechanism) for Directors and Employees of the Company to report their genuine concerns or grievances. The policy was approved by the Board of Directors of the Company at its meeting held on 25th August 2014 and the Audit Committee was empowered by the Board of Directors to monitor the same and to report to the Board about the complaints in an unbiased manner.

23. Nomination and Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with the requirements of section 178(1) of the Companies Act 2013. The composition is as under:

Name Designation

Tarun Kumar Newatia Chairman

Rajesh Kumar Sharma Member

Mulchand Gupta Member

Mahesh Sharma Member

24. Particulars of Loans. Guarantees or Investments

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

25. Particulars Of Contracts Or Arrangements With Related Parties:

Your company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an arm's length basis during the financial year 2014-15.

26. Managerial Remuneration;

The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors.

27. Secretarial Audit Report

The Secretarial Audit Report has been given by Bira Agarwal, Company Secretary and there is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report

28. Corporate Governance Certificate

The Corporate Governance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement has been annexed with the report

29. Risk management policy

The company does not have any Risk Management policy as the element of risk threatening the company's existence is very minimal.

30. Familiarization Programme for independent Directors

In terms of clause 49(ii) (B)(7) of the listing Agreement your company is required to conduct the Familiarization programme for independent Directors (IDS) to familiarize them about their roles rights responsibilities in your company nature of the industry in which your company operate business model of your company etc., through various initiatives the details of such familiarization programmes are available on your company's website www.acumenengg.co.in and a link to the said programms has been provided elsewhere in this Annual Report

31. Directors' Responsibility Statement

Pursuant to Section 134[5) of the Companies Act, 2013, your Directors confirm that-

a) in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) 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 at the end of the financial year and of the profit and loss of the company for that period.

c) the directors have 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;

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 were operating effectively and,

32. Acknowledgement

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

32. Acknowledgements.

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders bankers and other business constituents during the year under review.

For and on behalf of the Board of Directors

Sd/

Rajesh Kumar Sharma Priti Sharma

Managing Director Chief Financial Officer & Director

Din: 02645337 Din: 06831065



Place: Kolkata

Date: 28th May 2015

---

Mar 31, 2014

The Directors Have pleasure to present before you the Annual Report and the Audited Statement for the year ended 31st March,2014.

FINANCIAL RESULT

During the period under review the company has made a profit (after tax) of Rs,1,666,00, which when added to the past year debit balance of Rs, 49,141, makes a total debit balance of Rs,47,475 which your directors propose to carry forward to next year.

DIVRDED

Your Directors regret their inability to recommend any dividend for that year.

EMPLOYEES

Section 217 (2A) is not applicable to the company as no employees of the company are in receipt of the remuneration specified under the above section.

AUDITORS

M/s Agarwal Ramesh K & Co, chartered Accountants Auditors of the Audited of the Comply retires and offers them a self for re-appointment.

DIRECTORS RESPONSIBLITY STATEMENT:

i. In the preparation of annual accounts the applicable accounting standards had been followed.

ii. Accounting policies are applied consistently and made judgment 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 loss of the company for that period.

iii. proper & sufficient cera was taken for the maintenance of adequate accounting records in accordance with the provisions of companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregulatries.

iv. The annual accounts had been prepared on the basis of going concern.

For and behalf of the Board

Director

Place: kolkata

Date: 20.05.2014

---

Mar 31, 2013

The Directors have pleasure to present before you the Annual Report and the Audited Statement for the year ended 31st March, 2013.

FINANCIAL RESULT

During the period under review the Company has made a loss of Rs.555.00, which when added to the past year debit balance of Rs. 48,586, makes a total debit balance of Rs.49,141 which your directors propose to carry forward to next year.

DIVIDEND

Your Directors regret their inability to recommend any dividend for the year.

EMPLOYEES

Section 217(2A) is not applicable to the Company as no employees of the Company are in receipt of the remuneration specified under the above section.

AUDITORS

M/s Agarwal Ramesh K & Co, Chartered Accountants, Auditors of the Company retires and offers them self for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

i. In the preparation of annual accounts, the applicable accounting standards had been followed.

ii. Accounting policies are applied consistently and made judgment 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 loss of the company for that period.

iii. Proper & sufficient care was taken for the maintenance of adequate accounting records in accordance with the provision of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The annual accounts had been prepared on the basis of going concern.

For and behalf of the Board

Sd/- Preety Sharma

Sd/- Rajesh Sharma

Place: Kolkata

Date: 21.05.2013 Director