Your Directors have pleasure in presenting the 13th Annual Reportof your Company together with the Audited Statements of Accounts for the financial yearended 31stMarch 2019.
I. FINANCIAL RESULTS:
The financial performance of the Company for the year ended 31st March 2019is summarized below:
|Particulars ||Year ending on 31st March 2019 ||Year ending on 31st March 2018 |
|Sales ||516724756 ||409615786 |
|Other Income ||22241320 ||2661556 |
|Total Income ||538966076 ||412277342 |
|Less: Expenditure ||439263209 ||332834850 |
|Profit/Loss before interest depreciation and tax ||99702867 ||79442492 |
|Less: Interest ||12134095 ||13713869 |
|Less: Depreciation & Amortization cost ||39301033 ||33209496 |
|Profit/ (Loss) before Tax ||48267740 ||32519127 |
|Less: Tax Expense ||15150835 ||9166079 |
|Profit/ (Loss) after Tax ||33116905 ||23353048 |
II. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:
Your directors are pleased to inform that for the year under review your company hasbeen able to achieve a net turnover of Rs. 51.67 Crores in the year 2018-19 as compared toRs. 40.96 Crores in the year 2018-19.
No dividend is being recommended by the Directors for the year ending on 31stMarch2019 as the Board of Directors wants to plough back the profit in the business.
IV. TRANSFER TO RESERVES
During the year under review the company has not transferred any amount to reserves.
V. CHANGE IN THE NATURE OF THE BUSINESS:
During the year there is no change in the nature of the business of the Company.
VI. CHANGE IN THE SHARE CAPITAL OF THE COMPANY:
During the year under review there was initial Public Offer of 1800000 equity sharesof at the issue price of Rs. 56/- per share resulting into increase in the Share Capitalby Rs. 18000000/- (18 Lakhs Equity Shares of Rs. 10/- ea ch)
VII. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.
VIII. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Joint venture or Associate Company.
IX. PUBLIC DEPOSITS:
During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s)orre-enactment(s) for the time being in force). Hence the requirement for furnishing thedetails of deposits which are not in compliance with Chapter V of the Act is notapplicable.
X. MATERIAL CHANGES AND COMMITMENT:
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.
XI. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the period under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls
XII. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
There are no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
XIII. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees or made any investments covered underthe provisions of section 186 of the Companies Act 2013 during the financial period underreview.
XIV. STATE OF COMPANY'S AFFAIR :
During the year under review your company has not made any default in repayment of anyof its term loans have met generally all its obligation in time including its taxliabilities.
XV. RELATED PARTY TRANSACTIONS:
During the year no contracts or arrangements were made with related parties fallingunder the purview of Section 188 of the Companies Act 2013.
There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large. Details of other related partytransactions are as under :-
|Name of Party ||Designation ||Nature ||Amount |
|Navin Haria ||Directors Father ||Salary ||1800000/- |
|Bijal Haria ||Directors wife ||Salary ||1200000/- |
|Urvi Haria ||Directors wife ||Salary ||1200000/- |
|Sneha Haria ||Directors wife ||Salary ||600000/- |
|Total || || ||4800000/- |
XVI. PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 are not applicable to the Company as none of theemployees of the company has received remuneration above the limits specified in the Rule5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 during the financial year 2018-19.
The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 is given in the Statement annexed herewith as "Annexure-A".
XVII. SECRETERIAL STANDARDS
The Directors states that applicable Secretarial Standards i.e. SS-1 & SS-2 hasbeen duly followed by the company.
XVIII. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
[A] Consumption Of Energy & Technology Absorption:
The details as required under Section 134 (3) (m) of the Companies Act 2013 inrespect of Conservation of Energy Technology Absorption are provided in "Annexure-B"of this report.
[B] Foreign Exchange Earning & Outgo :
During the year the total foreign exchange used was Rs. Nil and the total foreignexchange earned was Rs. Nil
XIX. APPOINTMENT OF SKYLINE FINANCIAL SERVICES PRIVATE LIMITED AS THE REGISTRAR ANDSHARE TRANSFER AGENT OF THE COMPANY:
The Skyline Financial Services Private Limited as its Registrar and Share TransferAgent of the Company.
XX. DIRECTORS AND KEY MANAGERIAL PERSONNEL
i. Composition of Board
|Name of Directors ||Designation ||Category ||No. of Board Meeting held during the year ||No. of Board Meeting attended during the year |
|Mr. Vipul Navin Haria ||Managing Director ||Promoter Executive ||16 ||14 |
|Krunal Pravin Haria ||Whole Time Director ||Promoter Executive ||16 ||15 |
|Divyang Rameshchandra Patel ||Director ||Non- Executive ||16 ||9 |
|Piyush Vasanji Savla ||Director ||Non-Executive Independent ||16 ||10 |
|Ami Nirav Shah ||Director ||Non-Executive Independent ||16 ||9 |
|Mr. Hemang Navin Haria ||Director ||Promoter Executive ||16 ||16 |
ii. Appointment/Change in Board
During the year there is no change in the constitution of Board
iii. Retirement by rotation and subsequent re-appointment:
Mr. Krunal P. Haria (DIN: 01566988) is liable to retire by rotation at the ensuingAGM pursuant to the provisions of Section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of Company and being eligible have offered herself for reappointment.Appropriate resolutions for there-appointment are being placed for your approval at theensuing AGM. The brief resume of the Directors and other related information has beendetailed in the Notice convening the 13thAGM of your Company.
iv. Declaration of Independence:
Mr. DIVYANG RAMESHCHANDRA PATEL (DIN: 08048091) is the existing independentdirectors of the company and the company has received declarations from the IndependentDirectors confirming that they meet the criteria of independence as prescribed under theprovisions of the Companies Act 2013 read with the Schedules and Rules issued thereunderas well as Regulation 16(1)(b) of Listing Regulations (including any statutorymodification(s) or re-enactment(s) for the time being in force).
Mr. PIYUSH VASANJI SAVLA (DIN: 08047095) is the existing independentdirectors of the company and the company has received declarations from the IndependentDirectors confirming that they meet the criteria of independence as prescribed under theprovisions of the Companies Act 2013 read with the Schedules and Rules issued thereunderas well as Regulation 16(1)(b) of Listing Regulations (including any statutorymodification(s) or re-enactment(s) for the time being in force).
Mr. AMI NIRAV SHAH (DIN: 08047071) is the existing independent directors ofthe company and the company has received declarations from the Independent Directorsconfirming that they meet the criteria of independence as prescribed under the provisionsof the Companies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(1)(b) of Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force).
v. Evaluation of Board's Performance:
Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force) the process for evaluation of the annualperformance of the Directors/ Board/ Committees was carried out.
XXI. NUMBER OF MEETINGS OF THE BOARD
The Company had conducted 16 (Sixteen) Board meetings during the financial year 2018-19under review on:
2nd April 2018 7th April 2018 13th April 201812th July 2018 19th July 2018 27th July 2018 30thJuly 2018 27th August 2018 20th September 2018 25thSeptember 2018 27th September 2018 8th October 2018 10thOctober 2018 22nd November 2018 28th Feb 2019 30thMarch 2019 .
XXII. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force) the Directors of ourCompany confirm that:
a) In the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable Accounting Standards and Schedule III of the Companies Act2013 (including any statutory modification(s) or re-enactment(s) for the time being inforce) have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of your Company as at 31stMarch2019 and of the profit and loss of the Company for the financial year ended 31stMarch 2019;
c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 (includingany statutory modification(s) or re-enactment(s) for the time being in force) forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
f) The directors had devised proper system to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.
XXIII. EXTRACT OF ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure"C" and is attached to this Report.
XXIV. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:
[A] AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013.
The audit committee was constituted in the board meeting held on 1st January 2018. Thecomposition of the Audit Committee is in conformity with the provisions of the saidsection.
The details of composition of Audit Committee are as follows:
|Name ||Designation ||Position In Committee ||Number of Meetings held ||Number of Meetings attended |
|1. Divyang Rameshchnadra Patel ||Non Executive- Independent Director ||Chairman ||5 ||5 |
|2. Piyush Vasanji Savla ||Non Executive- Independent Director ||Member ||5 ||4 |
|3. Hemang Navin Haria ||Executive Director ||Member ||5 ||5 |
Terms of reference:
The broad terms of reference of the Audit Committee are as under:
- Reviewing of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.
- Recommending the appointment remuneration and terms of appointment of externalAuditor.
- Review and monitor the auditor's independence and performance and effectiveness ofaudit process.
- Approval or any subsequent modification of transactions of the company with relatedparties
- Scrutiny of inter-corporate loans and investments
- Valuation of undertakings or assets of the Company wherever it is necessary.
- Monitoring the end use of funds raised through public offers and related matters.
- Reviewing with management the Annual financial statements and half yearly andQuarterly financial results before submission to the Board.
- Reviewing periodically the adequacy of the internal control system.
- Discussions with Internal Auditor on any significant findings and follow up there on.
Five meetings were held during the year 2018-19 on 19/05/2018 28/05/2018 10/09/201813/11/2018 and 28/02/2019. The Company Secretary acts as Secretary to the Audit Committeeand no personnel has been denied access to the audit committee.
[B] NOMINATION AND REMUNERATION COMMITTEE :
The Nomination and Remuneration Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013.
The Nomination and Remuneration Committee was constituted in the meeting held on 1stJanuary 2018. The composition of the Committee is in conformity with the provisions ofthe said section.
The details of composition of Nomination and Remuneration Committee are as follows:
|Name ||Designation ||Position In Committee ||No. of meeting held ||No. of meetings attended |
|1. Piyush Vasanji Savla ||Non-Executive -Independent Director ||Chairman ||2 ||2 |
|2. Ami Nirav Shah ||Non Executive- Independent Director ||Member ||2 ||1 |
|3. Divyang Rameshchandra Patel ||Non Executive- Independent Director ||Member ||2 ||2 |
Terms of reference:
The broad terms of reference of the Nomination and Remuneration Committee are as under:
- Formulation of the criteria for determining the qualifications positive attributesand independence of Director;
- Devising a policy on Board diversity;
- Formulation of Remuneration policy;
- Review the structure size and composition of the Board;
- Identifying and selection of candidates for appointment as Directors;
- Identifying potential individuals for appointment as Key Managerial Personnel andSenior Management;
- Formulation of criteria for evaluation of Independent Directors and the Board.
The Nomination & Remuneration Committee had 02 meetings - 29th August 2018 and 28thFebruary 2019 during the financial year under review
The Board has on the recommendation of Nomination and Remuneration
Committee framed a policy on director's appointment and remuneration of
Directors including criteria for determining qualification positive attributesindependence of directors and remuneration for directors Key Managerial Personnel andother employees. The policy is annexed to this report as
[C] Shareholders/ Investors Grievance Committee:
The Stakeholders Relationship Committee of Directors was constituted pursuant to theprovisions of Section 178(5) of the Companies Act 2013. The Stakeholders RelationshipCommittee was constituted in the meeting held on 1st January 2018. The composition of theCommittee is in conformity with the provisions of the said section
The details of composition of Nomination and Remuneration Committee are as follows:
|Name ||Designation ||Position In Committee ||No. of meeting held ||No. of meetings attended |
|Divyang Rameshchandra Patel ||Non Executive- Independent Director ||Chairman ||01 ||01 |
|Piyush Vasanji Savla ||Non-Executive -Independent Director ||Member ||01 ||01 |
|Vipul Navin Haria ||Managing Director ||Member ||01 ||01 |
The Stakeholder Relationship Committee had 01 meetings 30th March 2019during the financial year under review.
Details of Investor's grievances/ Complaints:
The Company has not received any complaints during the year. The pending complaints ofthe Shareholders/Investors registered with SEBI at the end of the current financial yearended on 31st March 2019 are NIL.
Compliance Officer :
Ms. Nikita Mahnot is the Compliance Officer of the Company for the above purpose.
[D] Shareholders/ Investors Grievance Committee:
|Name ||Designation in the Committee |
|Ami Nirav Shah ||Presiding Officer |
|Krunal Pravin Haria ||Member |
|Jayeeta Biswas ||Member |
|Piyush Patel ||Member |
[A] Ratification of Statutory Auditors:
M/s Bimal Shah Associates (Membership No. 042372 FRN No. 0101505W) CharteredAccountants Ahmedabad were appointed as Statutory Auditors at the Annual General Meetingheld on 29th September 2018 to hold office till the conclusion of 16thAnnual General Meeting (subject to ratification of their appointment at every AGM).
In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.
There are no qualifications reservations or adverse remarks made by the Auditors ofthe Company in their report. The observations made by the Auditors in their report forthe financial period ended 31stMarch 2019 read with the explanatory notestherein are self-explanatory and therefore do not call for any further explanation orcomments from the Board under Section 134(3) of the Companies Act 2013.
[B] Cost Auditor:
As the cost audit is not applicable to the Company therefore the Company has notappointed the Cost Auditor pursuant to Section 148 of the Companies Act 2013 read withthe Companies (Cost Records and Audit) Amendment Rules 2014.
[C] Internal Auditor
The Company has appointed the M/s Panchal Dosi & Associates Chartered AccountantsAhmedabad as Internal Auditor pursuant to the provision of section 138 of Companies Act2013 read with rule 13 of The Companies (Accounts) Rule 2014 and other applicableprovisions (including any modification or enactment thereof) if any of the CompaniesAct w.e.f. 26th May 2018 for the financial year 2017-18 & 2018-19.
[D] Secretarial Auditor:
The Company has appointed Mr. Anand Khandelia Company Secretary having CP No. 5841 andMembership No. FCS 5803 as Secretarial Auditor to conduct secretarial audit for FY 2018-19pursuant to the provisions of Section 204 of the Companies Act 2013. The secretarialaudit of the Company has been conducted on a concurrent basis in respect of the matters asset out in the said rules and Secretarial Audit Report given by M/s. Anand KhandeliaCompany Secretaries Secretarial Auditor of the Company forms part of this report and ismarked as "Annexure-E".
There are no qualifications reservations or adverse remarks made by M/s. AnandKhandelia Company Secretaries Secretarial Auditor of the Company in their report.
XXVI. CORPORTAE GOVERNANCE
Our Company has been complying with the principals of good Corporate Governance overthe years and is committed to the highest standards of compliance. Pursuant to regulation15(2) of the SEBI (LODR) Regulations 2015 the compliance with the corporate governanceprovisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C D and E of schedule V shall not apply to the listed entity which haslisted its specified securities on the SME Exchange.
XXVII. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established vigil mechanism and framed whistle blower policy forDirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of Company's Code of Conduct or Ethics Policy.
XXVIII. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provision of section 135(1) of Companies Act 2013 i.e. Corporate SocialResponsibility is not applicable on the company. Therefore the company has not constitutedCSR committee.
XXIX. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of the Listing Regulations is given as an "Annexure-F"to this report.
XXX. RISK MANAGEMENT:
The Company does not have any Risk Management Policy or any statement concerningdevelopment and implementation of risk management policy of the company as the elements ofrisk threatening the Company's existence are very minimal.
XXXI. DIRECTOR'S DISQUALIFICATION
All the directors of the Company have confirmed that they are not disqualified frombeing appointed as directors in terms of Section 164 of the Companies Act 2013.
The Equity Shares of the Company are listed on National Stock Exchange (EMERGE) from 27thJuly 2018 onwards. The company has paid listing fees to the Stock Exchange for theapplicable year. Further the Company is regular in compliances of various clauses andregulations of the Listing Agreement and/or LODR.
a. Your Company has not issued any equity shares with differential rights as todividend voting or otherwise; and
b. Your Company does not have any ESOP scheme for its employees/Directors.
Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year.
Your Directors sincerely convey their appreciation to customers shareholders vendorsbankers business associates regulatory and government authorities for their continuedsupport.
| ||By Order of the Board of Directors |
| ||For Aakash Exploration Services Limited |
| ||Hemang N. Haria |
|Date: 05/09/2019 ||Chief Financial Officer |
|Place: Ahmedabad ||(DIN: 01690627) |