Your Directors have pleasure in presenting the 15th Annual Reportof your Company together with the Audited Statements of Accounts for the financial yearended 31st March 2021.
I. FINANCIAL RESULTS:
The financial performance of the Company for the year ended 31st March 2021is summarized below:
|Particulars ||Year ending on 31st March 2021 ||Year ending on 31st March 2020 |
|Sales ||5977.32 ||6748.02 |
|Other Income ||58.77 ||58.89 |
|Total Income ||6036.10 ||6806.91 |
|Depreciation ||592.66 ||625.39 |
|Total Expenses ||5481.06 ||6133.75 |
|Profit / (Loss) before tax ||555.04 ||673.16 |
|Exceptional Item ||0 ||0 |
|Tax Expense ||115.30 ||158.00 |
|Deferred Tax Assets/Liability ||26.14 ||30.88 |
|Profit/ (Loss) after Tax ||413.60 ||484.28 |
|Other Comprehensive Income ||0.19 ||7.65 |
|Total Comprehensive Income ||413.79 ||491.93 |
II. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:
Your directors are pleased to inform that the Company has earned Total Income of INR 6036.10lakhs as compared to INR 6806.91 lakhs in previous year. The profit for theyear is INR 413.60 lakhs as against profit of INR 484.28 lakhs in theprevious year.
No dividend is being recommended by the Directors for the year ending on 31st March2021 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 do not proposes to transfer any sum toreserve except for profit or loss earned during the year which has been transferred tosurpluses account.
V. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Company has not declared and paid any divided during the previous years the provisionsof Section 125(2) of the Companies Act 2013 are not applicable.
VI. CHANGE IN THE NATURE OF THE BUSINESS:
During the year there is no change in the nature of the business of the Company.
VII. CHANGE IN THE SHARE CAPITAL OF THE COMPANY:
The Authorized Share capital of the Company as at 31st March 2021 stood atRs. 102000000/- (Rupees Ten Crores Twenty Lakhs) and paid-up capital stood at Rs.101250000/- (Rupees Ten Crores Twelve Lakhs Fifty Thousand)
During the year there is no changes in capital structure of the Company.
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.
Further the Directors of the Company has furnished declaration that amount is not beinggiven out of funds acquired by them by borrowing or accepting loans or deposits fromothers in terms of the Companies (Acceptance of Deposits) Rules 2014
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 COMPANYS 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.
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 saidRule during the financial year 2019-20.
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 AND OUTGO:
The details of Energy Conservation Technology Absorption and Foreign Exchange Earningin terms of Section 134 of the Companies Act 2013 & rules made thereunder are tabledbelow:
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: |
|The steps taken by the company for utilizing alternate sources of energy ||* Improving natural light by measures like opening windows studying |
|The capital investment on energy conservation equipments ||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 efforts made towards technology absorption ||NIL |
|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) ||NIL |
|The details of technology imported || |
|The year of import Whether the technology been fully absorbed ||NIL |
|If not fully absorbed areas where absorption has not taken place and the reasons thereof || |
|The expenditure incurred on Research and Development ||NIL |
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
XIX. DIRECTORS AND KEY MANAGERIAL PERSONNEL
i. 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 |
ii. Appointment/Change in Board & KMP
During the year there is no change in composition of Board of Directors and KMPs
iii. Retirement by rotation and subsequent re-appointment:
Mr. Krunal P. Haria (DIN: 01566988) is liable to retire by rotation at the ensuing AGMpursuant 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 himself for reappointment.Appropriate resolutions for the re-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 15thAGM of your Company.
iv. Declaration of Independence:
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Act. In the opinion of the Boardthey fulfil the conditions of independence as specified in the Act and the Rules madethere under and are independent of the management.
v. Evaluation of Boards 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.
XX. IMPACT OF COVID-19
As per the current assessment of the situation based on the internal and externalinformation available the Company continues to believe that the impact of COVID - 19 onits business assets internal financial controls profitability and liquidity bothpresent and future would be limited and there is no indication of any material impact onthe carrying amounts of investments and other financial assets.
The Company is taking utmost care like sanitizing social distancing mandatory maskwearing maintaining proper hygiene.
XXI. NUMBER OF MEETINGS OF THE BOARD
The Company had conducted 4 (Four) Board meetings during the financial year 2020-21under review.
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 2021 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 31stMarch2021 and of the profit and loss of the Company for the financial year ended 31stMarch 2021;
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:
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 availableon the website of the Company www.aakashexploration.com
XXIV. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:
Your Company has several Committees which have been established as part of bestcorporate governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes.
The Company has following Committees of the Board:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders Grievances and Relationship Committee
A detailed note on the committees with respect to composition meetings powers andterms of reference is provided under the Corporate Governance Report section of thisAnnual Report.
[A] 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.
There are no qualifications reservations or adverse remarks made by the Auditors ofthe Company in their report. There are no frauds reported by the auditor in its auditreport in pursuance to section 143(12) of the Companies Act 2013 during the period underreview.
[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 for the financial year 2016-17 and onwards. However Company has appointed M/s.Parikh Shah & Associates Chartered Accountant as Internal Auditor of the Company fromfinancial year 2021-22 onwards.
[D] Secretarial Auditor:
The Company has appointed M/s. Suthar & Surti Company Secretaries Ahmedabad asSecretarial Auditor to conduct secretarial audit for FY 2020-21 pursuant to the provisionsof Section 204 of the Companies Act 2013. The secretarial audit of the Company has beenconducted on a concurrent basis in respect of the matters as set out in the said rules andSecretarial Audit Report given by M/s. Suthar & Surti Company SecretariesSecretarial Auditor of the Company forms part of this report and is marked as "Annexure-C".
XXVI. CORPORTAE GOVERNANCE
During the year pursuant to SEBI (Listing Obligations and Disclosures Requirement)Regulations 2015 the Company has complied with applicable provision of CorporateGovernance and a separate report of Corporate Governance is included as a part of AnnualReport along with requisite certificate from M/s. Suthar & Surti Practicing CompanySecretaries confirming compliance with the conditions of corporate governance is attachedto the Report on corporate governance.
XXVII. DISCLOURE OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:
As the company has no shares in demat suspense account / unclaimed suspense accountthe disclosure of the same is not applicable.
XXVIII. 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 Companys Code of Conduct or Ethics Policy.
XXIX. 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 notconstituted CSR committee.
XXX. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
The Managements Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of the Listing Regulations is given as an "Annexure-D"to this report.
XXXI. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:
The company has taken utmost care and formulated policy to prevent sexual harassment atwork place. Pursuant to the provisions of "The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013" and rules madethereunder the Company has formed an Internal Complaint Committee and adopted a"Policy on Protection of Women against Sexual Harassment at Workplace". Therewas 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 harassmentcomplaint (made by the victim) and for ensuring time bound treatment of such complaints.Internal Compliant Committee has been constituted of the following members as nominated bythe Company;
|Name ||Designation in the Committee |
|Ami Nirav Shah ||Presiding Officer |
|Krunal Pravin Haria ||Member |
|Jayeeta Biswas ||Member |
|Piyush Patel ||Member |
XXXII. RISK MANAGEMENT:
The Company has adopted a Risk Management Policy for a systematic approach to controlrisks. The Risk Management Policy of the Company lays down procedures for riskidentification evaluation monitoring review and reporting. The Risk Management Policyhas been developed and approved by the Senior Management in accordance with the businessstrategy.
XXXIII. DIRECTORS 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.
Company was previously listed on NSE SME platform and w.e.f. September 29 2020 theCompany migrated to main board of NSE.
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 theStock Exchange for the applicable year. Further the Company is regular in compliances ofvarious clauses and regulations 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.
| ||For Aakash Exploration Services Limited |
|Date: 12/08/2021 ||Vipul N. Haria ||Hemang N. Haria |
|Place: Ahmedabad ||Chairman ||Whole Time |
| ||Managing Director ||Director |
| ||DIN: 01690638 ||DIN: 01690627 |