Your Directors present the EIGHTY-NINTH ANNUAL REPORT of your Company together with the Audited Statements
of Accounts for the year ended 31st March, 2024.
1. FINANCIAL RESULTS (Amount in g)
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Year ended
31st March, 2024
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Year ended
31st March, 2023
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Profit/Loss for the year
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(8,05,271)
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(10,84,153)
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Less: Provision for Current Tax
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--
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--
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Total
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(8,05,271)
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(10,84,153)
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Less: Prior Year Tax adjustments
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--
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--
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Less: Additional Depreciation pursuant to enactment of Companies Act
2013
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--
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--
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Add: Balance of Profit brought forward
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(1,55,02,319)
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(1,44,18,166)
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Balance carried to Balance Sheet
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(1,63,07,590)
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(1,55,02,319)
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2. DIVIDEND
In view of the accumulated losses, the Directors do not recommend any dividend for the year under report.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change, in the nature of business of the Company.
4. MANAGEMENT ANALYSIS
The Company is exploring diversification into allied activities within the ambit of the Objects Clause in the
Memorandum of Association.
5. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT
There has been no material change between the end of the Financial Year and the date of the Board Report.
6. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
There are adequate internal control procedures commensurate with the size of the Company and the nature
of its business, for the purchase of inventory and fixed assets and for the sale of goods.
7. DETAILS OF SUBSIDIARY/JOINT VENTURES
As on the date of this Report, the Company has no Subsidiary or Joint Venture.
8. ASSOCIATE COMPANIES
As on the date of this Report, there is no Associate Company.
9. FIXED DEPOSITS
The Company has not invited/accepted any deposits from the public during the year ended 31st March, 2024.
10. AUDITORS
There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the
Auditors in their Audit Report that may call for any explanation from the Directors
11. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, Annual Return of the Company as at 31st March, 2024 is uploaded
on the website of the Company at www.aecl.net
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The nature of business being retailing, providing information with regard to conservation of energy and
technology absorption as required under Section 134 of the Companies Act, 2013 and the Rules thereunder and
forming part of this Report does not arise for your Company.
Further, the Company neither used nor earned any foreign exchange during the year under report.
13. CORPORATE SOCIAL RESPONSIBILITY
Since the Company's net worth as well as its net profits are both below the minimum prescribed limits, the
provisions of clause (o) of Section 134(3) of the Companies Act, 2013 read together with Rule 9 of the Companies
(Corporate Social Responsibility) Rules, 2014 do not apply and hence disclosures on Corporate Social
Responsibility are not required to be given.
14. DIRECTORS:
All Independent Directors have given declarations that they meet the criteria of Independence as laid down
under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Mr. Milan B. Dalal, Director (DIN 00062453), retires at the ensuing Annual General Meeting and, being eligible,
offers himself for re-appointment.
During the year, the term of appointment of Mr. Devanshu Desai as an Independent Director expired, Nomination
and Remuneration Committee and Board of Directors at their meeting held on August 13, 2024, approved the
reappointment of Mr. Devanshu Desai, Independent Director for a second term of five years commencing from
August 09, 2024.
Nomination and Remuneration committee at their meeting held on August 13, 2024 has appointed Mrs. Hinal
Shah, as Additional Woman Independent Director of the company w.e.f. August 13, 2024.
Mrs. Bijal Shroff, Woman Independent Director of the company has completed her two terms of five years each
and shall not be allowed for re-appointment in relation to section 149 of the Companies Act, 2013.
15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year 2023-2024, the Board of Directors met 4 times viz. on April 13, 2023, August 10, 2023, November 06,
2023 and February 05, 2024
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered
in the register maintained under Section 189 of the Companies Act, 2013 and hence no information is required
to be furnished.
Details of investments in all bodies corporate are given in Note No.4 in the Financial Statements.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company's contract with related parties is given in Note No. 19 of the Financial Statement has not entered
into any contract or arrangement with related parties.
18. MANAGERIAL REMUNERATION
The Key Managerial Personnel are not paid any remuneration.
19. SECRETARIAL AUDIT REPORT
M/s Sanjay Soman & Associates, Company Secretaries in Whole-time Practice, Mumbai, were appointed
Secretarial Auditors of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 and
the Rules made thereunder.
The Secretarial Audit Report issued by M/s Sanjay Soman & Associates is annexed as Annexure I and forms part
of this Report.
20. CORPORATE GOVERNANCE CERTIFICATE
The provisions pertaining to Corporate Governance do not apply to the Company and hence the Company is
not required to furnish any certificate with regard to Corporate Governance.
21. RISK MANAGEMENT POLICY
The provisions pertaining to Corporate Governance do not apply to the Company and hence the Company is
not required to furnish any report regarding Risk Management Policy.
22. PARTICULARS OF EMPLOYEES
During the year under report, there was no employee of the category mentioned in Section 134 of the Companies
Act, 2013 and the Rules thereunder and hence information in this regard is not required to be furnished.
23. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, Committees of the Board
and individual Directors pursuant to the provisions of the Act and Securities and Exchange Board of India ("SEBI")
(Listing Obligations and Disclosure Requirements) Regulation, 2015. The Board 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 issue to be discussed, meaningful and constructive
contribution and inputs in Meetings. 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,
effectiveness of committee meetings, etc. In a separate meeting of Independent Directors, performance of
non-Independent Directors was evaluated.
24. DIRECTORS' RESPONSIBILITY STATEMENT
As required under Sections 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors hereby confirm that:
1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.
2. They 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 at the end of the financial year covered under this Report and of the profit of the Company for
the year.
3. They 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.
4. The Annual Accounts have been prepared on a going concern basis.
5. They have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively.
6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and
such systems were adequate and operating effectively.
25. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the co-operation and diligent efforts of the
employees of your Company.
FOR AND ON BEHALF OF THE BOARD
MILAN DALAL NITIN VELHAL
Mumbai Director Whole Time Director
Dated: August 13, 2024 DIN: 00062453 DIN: 00820859
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