Dear Members,
Your directors have pleasure in presenting the 17th Annual
Report of your Company together with the Audited Statements of Accounts for the
financial year ended 31st March, 2023.
- FINANCIAL RESULTS:
The financial performance of the Company for the year ended 31st
March, 2023 is summarized below:
(In Lakhs)
Particulars
|
Year ending on 31st March,
2023 |
Year ending on 31st March,
2022 |
Sales |
9257.69 |
7687.66 |
Other Income |
148.50 |
51.15 |
Total Income |
9406.20 |
7738.82 |
Depreciation |
701.54 |
625.81 |
Total Expenses |
8792.47 |
6917.95 |
Profit / (Loss) before tax |
613.73 |
820.87 |
Exceptional Item |
0 |
0 |
Current Tax |
110.00 |
179.00 |
Deferred Tax Assets/Liability |
50.14 |
29.72 |
Profit/ (Loss) after Tax |
453.59 |
612.15 |
Other Comprehensive Income |
2.22 |
14.17 |
Total Comprehensive Income |
455.81 |
626.32 |
- OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:
Your directors are pleased to inform that the Company has earned
Total Income of INR 9406.20 Lakhs as compared to INR 7738.82 Lakhs in
previous year. The profit for the year is INR 453.59 Lakhs as against profit of INR
612.15 Lakhs in the previous year.
- DIVIDEND:
No dividend is being recommended by the Directors for the year
ending on 31st March, 2023 as the Board of Directors wants to plough back the profit in
the business.
- TRANSFER TO RESERVES
During the year under review, the company do not propose to
transfer any sum to reserve, except for profit or loss earned during the year, which has
been transferred to surpluses account.
- TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Company has not declared and paid any divided during the previous
years, the provisions of Section 125(2) of the Companies Act, 2013 are not applicable.
- CHANGE IN THE NATURE OF THE BUSINESS:
During the year, there is no change in the nature of the business
of the Company.
- CHANGE IN THE SHARE CAPITAL OF THE COMPANY:
The Authorized Share capital of the Company as at 31st March, 2023
stood at Rs. 10,20,00,000/- (Rupees Ten Crores Twenty Lakhs) and paid-up capital stood at
Rs. 10,12,50,000/- (Rupees Ten Crores Twelve Lakhs Fifty Thousand)
- SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint venture or
Associate Company.
- PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any
deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) for the time being in force). Hence, the requirement for furnishing the
details of deposits which are not in compliance with Chapter V of the Act is not
applicable.
Further the Directors of the Company has furnished declaration that
amount is not being given out of funds acquired by them by borrowing or accepting loans or
deposits from others in terms of the Companies (Acceptance of Deposits) Rules, 2014
- MATERIAL CHANGES AND COMMITMENT:
No material changes and commitments affecting the financial
position of the Company occurred between the ends of the financial year to which this
financial statement relate on the date of this report.
- DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial
statements as designed and implemented by the Company are adequate. During the period
under review, no material or serious observation has been received from the Internal
Auditors of the Company for inefficiency or inadequacy of such controls.
- DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
There are no significant material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status of your Company and its
operations in future.
- PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees or made any
investments covered under the provisions of section 186 of the Companies Act, 2013 during
the financial period under review.
- STATE OF COMPANY'S AFFAIR:
During the year under review, your company has not made any default
in repayment of any of its term loans, have met generally all its obligation in time
including its tax liabilities.
- RELATED PARTY TRANSACTIONS:
During the year no contracts or arrangements were made with related
parties falling under the purview of Section 188 of the Companies Act, 2013.
There are no materially significant related party transactions made by
the company with Promoters, Key Managerial Personnel or other designated persons which may
have potential conflict with interest of the company at large.
- PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2) & (3) of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company
as none of the employees of the company has received remuneration above the limits
specified in the said Rule during the financial year 2019-20.
The information required under Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure-A".
- POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy on Directors' Appointment and Remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under sub-section (3) of Section 178 of the Companies
Act, 2013, and under Regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 adopted by the Board, is appended as "Annexure B"
forming part of this report.
- SECRETARIAL STANDARDS
The Directors states that applicable Secretarial Standards, i.e.
SS-1 & SS-2 has been duly followed by the company.
- CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of Energy Conservation, Technology Absorption and Foreign Exchange
Earning in terms of Section 134 of the Companies Act, 2013 & rules made thereunder are
tabled below:
Conservation of Energy:
The steps taken or impact on conservation of
energy |
The Company is taking due care for
using electricity in the factory premises:
- Improving natural light by measures like opening windows, studying illumination needs
and eliminating tube lights.
- Reducing leakage of compressed air.
- Reducing energy consumption of fans by installing low pressure drop cyclones.
- Using aerodynamically designed blades.
- Replacing illuminating devices with energy efficient ones.
- Maintaining old machinery in good condition, retrofitting or replacing with energy
efficient ones.
- Minimizing idle running of equipment like air conditioners, pumps, lights, drilling
machines and Welding machines.
- Continuation and increasing scale of measures taken in earlier years.
|
The steps taken by the company for utilizing
alternate sources of energy |
The capital investment on energy conservation
equipment's |
Technology Absorption:
The efforts made towards technology absorption |
Updation of Technology is a
continuous process, absorption implemented and adapted by the Company for innovation.
Efforts are continuously made to adopt new products and technology required in the Oil and
Gas Industry. |
The benefits derived like product improvement,
cost reduction, product development or import substitution |
In case of imported
technology (imported during the last three years reckoned from the beginning of the
financial years)
The details of technology imported The year of import
Whether the technology been fully absorbed
If not fully absorbed, areas where absorption has not taken place, and the
reasons thereof |
The expenditure incurred on Research and
Development |
Foreign Earnings and Outgo:
During the year, the Company has made following Foreign Exchange Earning and Outgo:
Foreign Earnings: INR NIL
Foreign Outflow: INR NIL
- DIRECTORS AND KEY MANAGERIAL PERSONNEL
- Composition of Board
Name of Directors
|
Designation
|
Category
|
Vipul Navin Haria |
Chairman & Managing Director
|
Promoter Executive
|
Krunal Pravin Haria |
Whole Time Director
|
Promoter Executive
|
Hemang Navin Haria |
Whole Time Director and CFO
|
Promoter Executive
|
Divyang Rameshchandra Patel |
Director
|
Non- Executive Independent
|
Piyush Vasanji Savla |
Director
|
Non-Executive Independent
|
Ami Nirav Shah |
Director
|
Non-Executive Independent
|
- Appointment/Change in Board & KMP
During the year there is no change in composition of Board of
Directors and KMPs
- Retirement by rotation and subsequent re-appointment:
Mr. Hemang N. Haria (DIN: 01690627) is liable to retire by
rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies
Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014
and the Articles of Association of Company and being eligible have offered himself for
reappointment. Appropriate resolutions for the re-appointment are being placed for your
approval at the ensuing AGM. The brief resume of the Directors and other related
information has been detailed in the Notice convening the 16th AGM of your Company.
- Declaration of Independence:
All Independent Directors have given declarations that they
meet the criteria of independence as laid down under Section 149 (6) of the Act. In the
opinion of the Board, they fulfil the conditions of independence as specified in the Act
and the Rules made there under and are independent of the management.
- Evaluation of Board's Performance:
Pursuant to the provisions of the Companies Act, 2013 read with
the Rules issued thereunder and the Listing Regulations (including any statutory
modification(s) or re-enactment(s) for the time being in force), the process for
evaluation of the annual performance of the Directors/ Board/ Committees was carried out.
- NUMBER OF MEETINGS OF THE BOARD
The Company had conducted 6(Six) Board meetings during the
financial year 2022-23 under review.
- DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013 (including
any statutory modification(s) or re-enactment(s) for the time being in force), the
Directors of our Company confirm that:
- In the preparation of the annual accounts for the financial year ended 31st March, 2023,
the applicable Accounting Standards and Schedule III of the Companies Act, 2013 (including
any statutory modification(s) or re-enactment(s) for the time being in force), have been
followed and there are no material departures from the same;
- 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 your Company as at 31st March, 2023 and of the profit of
the Company for the financial year ended 31st March, 2023;
- proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 (including any
statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
- The directors had prepared the annual accounts on a going concern basis;
- The directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively;
- The directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.
- EXTRACT OF ANNUAL RETURN:
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of
the Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company is available on the website of the Company www.aakashexploration.com
- DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:
Your Company has several Committees which have been established as
part of best corporate governance practices and are in compliance with the requirements of
the relevant provisions of applicable laws and statutes.
The Company has following Committees of the Board:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders' Grievances and Relationship Committee
- CSR Committee
A detailed note on the committees with respect to composition, meetings, powers, and
terms of reference is provided under the Corporate Governance Report section of this
Annual Report.
- AUDITORS:
- Statutory Auditors:
M/s Bimal Shah Associates, (Membership No. 042372, FRN
No. 0101505W) Chartered Accountants, Ahmedabad were appointed as Statutory Auditors
at the Annual General Meeting held on 29th September, 2018 to hold office till the
conclusion of 17th Annual General Meeting.
Further the board has recommended Appointment of M/s Parikh Shah &
Associates, ( FRN No. 123999W) Chartered Accountants, Ahmedabad as Statutory
Auditors of the Company for the period of 5 (five) years subject to approval of members in
ensuing Annual General Meeting.
There are no qualifications, reservations or adverse remarks made by
the Auditors of the Company, in their report. There are no frauds reported by the auditor
in its audit report in pursuance to section 143(12) of the Companies Act, 2013, during the
period under review.
- Cost Auditor:
As the cost audit is not applicable to the Company, therefore
the Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.
- Internal Auditor
The Company has appointed the M/s Parikh Shah & Associates,
Chartered Accountants, Ahmedabad as Internal Auditor pursuant to the provision of section
138 of Companies Act, 2013 read with rule 13 of The Companies (Accounts) Rule, 2014 and
other applicable provisions (including any modification or enactment thereof), if any, of
the Companies Act, for the financial year 2022-23.
- Secretarial Auditor:
The Company has appointed M/s. Suthar & Surti, Company
Secretaries, Ahmedabad as Secretarial Auditor to conduct secretarial audit for FY 2022-23
pursuant to the provisions of Section 204 of the Companies Act, 2013. The secretarial
audit of the Company has been conducted on a concurrent basis in respect of the matters as
set out in the said rules and
Secretarial Audit Report given by M/s. Suthar & Surti, Company Secretaries,
Secretarial Auditor of the Company forms part of this report and is marked as "Annexure-D".
- CORPORATE GOVERNANCE
During the year, pursuant to SEBI (Listing Obligations and
Disclosures Requirement) Regulations, 2015, the Company has complied with applicable
provision of Corporate Governance and a separate report of Corporate Governance is
included as a part of Annual Report along with requisite certificate from M/s. Suthar
& Surti, Practicing Company Secretaries, confirming compliance with the conditions of
corporate governance is attached to the Report on corporate governance.
- DISCLOSURE OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:
As the company has no shares in demat suspense account / unclaimed
suspense account, the disclosure of the same is not applicable.
- VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established vigil mechanism and framed whistle
blower policy for Directors and employees to report concerns about unethical behavior,
actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy.
- CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility) Rules, 2014 and Schedule VII as amended from
time to time, a Corporate Social Responsibility (CSR) Committee of the Board is in place
comprising of the two Executive Director and one Non-Executive Independent Director of the
Company. The said Committee has been entrusted with the responsibility of formulating and
recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy), from
time to time indicating the activities to be undertaken by the Company, monitoring the
implementation of the framework of the CSR Policy and recommending the amount to be spent
on CSR activities. The Annual Report for the year 2022-23 on CSR activities is annexed
with this report as an "Annexure- C". The detailed CSR policy is placed
on the website of the Company at https://www.aakashexploration.com/cms_images/slider/original/1676008363_CSR%20Polic
y.pdf
- MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review, as
stipulated under
Regulation 34(2)(e) of the Listing Regulations is given as an "Annexure-E"
to this report.
- PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:
The company has taken utmost care and formulated policy to prevent
sexual harassment at work place. Pursuant to the provisions of "The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and rules
made thereunder, the Company has formed an Internal Complaint Committee and adopted a
"Policy on Protection of Women against Sexual Harassment at Workplace". There
was no case filed during the year under the sexual harassment of women at workmen
(Prevention, prohibition & Redressal) Act, 2013.
The Company has instituted a Complaints Committee for redressal of
sexual harassment complaint (made by the victim) and for ensuring time bound treatment of
such complaints.
- RISK MANAGEMENT:
The Company has adopted a Risk Management Policy for a systematic
approach to control risks. The Risk Management Policy of the Company lays down procedures
for risk identification, evaluation, monitoring, review and reporting. The Risk Management
Policy has been developed and approved by the Senior Management in accordance with the
business strategy.
- DIRECTOR'S DISQUALIFICATION
All the directors of the Company have confirmed that they are not
disqualified from being appointed as directors in terms of Section 164 of the Companies
Act, 2013.
- DETAILSOFAPPLICATIONMADEORANYPROCEEDINGSPENDINGUNDER INSOLVENCY AND BANKRUPTCY CODE,
2016:
There was no application made or proceedings pending under
Insolvency and Bankruptcy Code, 2016 during the period under review.
- LISTING:
The Equity Shares of the Company are listed on National Stock
Exchange (Main Board) from 29th September 2020 onwards. The company has paid listing fees
to the Stock Exchange for the applicable year. Further the Company is regular in
compliances of various clauses and regulations of the Listing Agreement and/or LODR.
- GENERAL:
- Your Company has not issued any equity shares with differential rights as to dividend,
voting or otherwise; and
- Your Company does not have any ESOP scheme for its employees/Directors.
- APPRECIATION:
Your Directors wish to convey their gratitude and place on record
their appreciation for all the employees at all levels for their hard work, solidarity,
cooperation and dedication during the year.
Your Directors sincerely convey their appreciation to customers, shareholders, vendors,
bankers, business associates, regulatory and government authorities for their continued
support.
Date: 24/08/2023
Place: Ahmedabad
For Aakash Exploration Services Limited
Vipul N. Haria Hemang N. Haria
Chairman Managing Director
Whole Time
Director
DIN: 01690638 DIN: 01690627
|