Your Directors present herewith the 21st ANNUAL REPORT together withthe Audited Financial Statements and Auditors' report thereon for the year ended on 31stMarch 2020.
The Financial Results of the Company for the year ended on 31st March 2020are as follows:-
| || || || |
(Amt. in Lakhs)
|Particulars || |
| ||2019-2020 ||2018-2019 ||2019-2020 ||2018-2019 |
|Total Income including Other Income ||7334.35 ||9679.11 ||7339.90 ||9684.10 |
|Profit/(loss) Before Depreciation Amortization and Taxation ||314.50 ||501.81 ||317.47 ||504.29 |
|Depreciation and Amortization Profit/(Loss) before Extra Ordinary & ||236.35 ||310.30 ||239.98 ||313.84 |
|Exceptional Items ||78.15 ||191.51 ||77.49 ||190.45 |
|Extra Ordinary Items ||- ||- ||- ||- |
|Exceptional Items ||- ||- ||- ||- |
|Profit/(Loss) before Taxation ||78.15 ||191.51 ||77.49 ||190.45 |
|Provision for taxation - For Current Tax ||14.00 ||40.00 ||14.00 ||40.00 |
|Short/(Excess) provision of tax of earlier year ||(0.91) ||- ||(0.91) ||(21.31) |
|Deferred Tax Liability/(Assets) ||1.36 ||(21.30) ||1.36 ||- |
|Profit/(Loss) after Taxation ||63.70 ||172.81 ||63.04 ||171.76 |
IMPACT OF COVID19:
The novel Corona virus [COVID-19] pandemic is spreading around the globe rapidly. Thevirus has taken its toll not just on human life but business and financial markets to theextent of which is currently indeterminate. In view of the lockdown across the country dueto the outbreak of COVID -19 pandemic operations of the Company are also affected. TheCompany has been critically evaluating various financial parameters affecting theoperations of the Company. However it would be difficult to ascertain the actual impactin monetary terms due to COVID-19 pandemic. The management has taken proper measures forreducing the impact of COVID- 19.
The Company is confident to have better future performance.
STATE OF AFFAIRS AND FUTURE OUTLOOK:
The Company is engaged in the business of civil constructions and undertakes variousgovernment contracts for construction resurfacing widening and repairs of the roads andBridges mainly from the State Government Departments and Municipal and Local Bodiesthrough tender bidding. The Company's revenue including other income for the financialyear 2019-20 was Rs.7334.35 Lakhs as compared to previous year Rs.9679.11 Lakhs. Therevenue has decreased since last year as Company didn't execute any contract of AhmedabadMunicipal Corporation on account of legal issue. The Company has already opted forarbitration proceeding in the legal matter with Ahmedabad Municipal Corporation which isin progress. During the year under review the Company has earned net profit of Rs. 63.70Lakhs as compared to Rs. 172.81Lakhs during previous year. During the year under reviewthere has been no change in the nature of the business of the Company.
MIGRATION OF SHARES:
The Company has obtained necessary approval for migration of its shares from SME EmergePlatform of NSE to Main Board of NSE. The shares are being traded on main Board w.e.f. 11thOctober 2019.
In order to conserve the resources your Directors do not recommend any dividend forthe year under review.
Since there was no unpaid/unclaimed dividend during the year under review the Companyis not required to transfer any amount to the Investor Education and protection fund asrequired under the provision of Section 125 of the Companies Act 2013.
AMOUNT TRANSFERRED TO RESERVES:
The Company has not transferred any amount to Reservesduring the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theRules framed thereunder Mr. Ambusinh Gol (DIN: 00463376) and Mr. Premalsinh Gol (DIN:00463995) will retire by rotation at the ensuing Annual General Meeting and they beingeligible and have offered themselves for reappointment. The Board recommends thereappointment of above Directors of the Company.
As the term of office of Shri Yoginkumar H. Patel (DIN: 00463335) and Shri AmbusinhPunjaji Gol (DIN: 00463376) as Managing Directors was upto 18th January 2017the Board of Directors subject to approval of members at the ensuing Annual GeneralMeeting had re-appointed them for further term of 3 years w.e.f. 18th January 2020. Theresolutions proposing their reappointment are set out in the notice convening the AnnualGeneral Meeting.
As the term of office of Shri Dineshbhai H. Patel (DIN: 00468821) and Shri PremalsinhPunjaji Gol (DIN: 00463995) as Whole-time Directors was upto 18th January 2017the Board of Directors subject to approval of members at the ensuing Annual GeneralMeeting had re-appointed them for further term of 3 years w.e.f. 18th January2020. The resolutions proposing their reappointment are set out in the notice conveningthe Annual General Meeting.
As on 31.03.2020 following are the Key Managerial Personnel of the Company:
- Shri Yoginkumar Haribhai Patel-Managing Director
- Shri Sujit Padhi - CFO
- Mrs. Priyanka Munshi - CS
DECLARATION FROM INDEPENDENT DIRECTOR:
The Independent Directors of the Company have given declarations stating that they meetthe criteria of independence as prescribed under the Section 149(6) of the Companies Act2013 read with the rules made there under and read with Regulation 16(1 )(b) of theListing Regulations and in the opinion of the Board the Independent Directors meet thesaid criteria.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report highlighting inter aliathe business performance risk management internal control and affairs of the Company forthe year ended March 312020 is attached as Annexure - 1 to this Report.
The Company has not accepted any deposit within the meaning of Section 73 of theCompanies Act 2013 read with The Companies (Acceptance of Deposit) Rules 2014 duringthe year under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes or commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company under review and thedate of the Board's Report.
The Board of Directors of the company confirms to the best of their knowledge andbelief that the Company has complied with the applicable provisions of the SecretarialStandards issued by the Institute of Company Secretaries of India as amended from time totime and made applicable by the Ministry of Corporate Affairs during the financial yearunder review.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return as on 31stMarch 2020 in the prescribed form MGT -9 pursuant to provisions of Section 92(3) of the Companies Act 2013 and the Companies(Management and Administration) Rules 2014 is annexed herewith as per Annexure -2.
SUBSIDIARY AND ASSOCIATE COMPANY:
The Company has one Subsidiary Company i.e. Akash Infra Inc. and one Associate Companyi.e. Akash Petroleum Private Limited. The details of the both the Companies are providedas prescribed in Section 129(3) of the Companies Act 2013 in form AOC 1 annexed to thisreport as Annexure - 3.
CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:
All the transactions entered into by the Company during the year under review with therelated parties as defined under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 were on arms' length basis and in ordinarycourse of business.
There were no materially significant related party transactions entered into by theCompany with the related parties during the year under review which may have potentialconflict with the interest of the Company. The particulars of the contracts orarrangements with the related parties as per the provisions of Section 188 of theCompanies Act 2013 read with SEBI (LODR) Regulations 2015 is given in prescribed formAOC - 2 attached to the report as Annexure - 4.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:
The loans if any made by the Company during the year under review are within thelimits provided in the Section 186 of the Companies Act 2013 and the Company has notprovided any guarantee/security during the year under review.
The details of loan/ investments made by the Company are provided in the notes formingpart of the financial statements.
M/s. Rakesh Bhatt & Co Chartered Accountants (Firm Registration No. 131788W) wereappointed as Statutory Auditors for a term of five years to hold office till theconclusion of the Annual general Meeting to be held for the financial year ending on 31stMarch 2022 In view of the amended provisions of section 139 by The Companies (Amendment)Act 2017 the appointment of auditors is not required to be ratified every year at theAGM by the members of the company and hence present statutory auditors of the company willcontinue to act as statutory auditor till the expiry of their present term.
Auditors' observations are self - explanatory and do not call for any further comments.
As per the requirement of Section 148 (3) of the Companies Act 2013 read with theCompanies [Cost Records and Audit] Rules 2014 as amended from time to time The Board ofDirectors on the recommendation of the Audit Committee has appointed M/s. Rahil Shah& Associates Cost Accountants [FRN:002123] as Cost Auditor of the Company to conductthe audit of the Cost Records for the Financial Year 2020-21. As required under theCompanies Act 2013 a resolution seeking members' approval for the ratification ofremuneration payable to the Cost Auditor forms part of the Notice convening the AnnualGeneral Meeting.
SECRETARIAL AUDIT REPORT:
M/s Parikh Dave & Associates Company Secretaries were appointed as SecretarialAuditors of the Company for the financial year 2019-20 pursuant to the provisions ofSection 204 of the Companies Act 2013. The Secretarial Audit Report submitted by them inprescribed form MR-3 is attached as Annexure - 5 to this report.
There are no qualifications or other observations or remarks of the SecretarialAuditors in the Report issued by them for the financial year 2019-20 which call for anyexplanation from the Board of Directors.
MAINTENANCE OF COST RECORDS:
The Directors of the Company to the best of their knowledge and belief state that theCompany has maintained adequate Cost records as required to be maintained by the Companyunder the provisions of Section 148 of the Companies Act 2013 read with the relevantRules framed thereunder.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The policy and details of familiarization programme imparted to the IndependentDirectors of the Company has been kept on the website of the Company at the link:www.akashinfra.com
FORMAL ANNUAL PERFORMANCE EVALUATION PROCESS BY BOARD:
Pursuant to the provisions of the Companies Act 2013 and Rules made thereunder theBoard has carried the evaluation of its own performance individual Directors itsCommittees including the Chairman of the Board on the basis of attendance contributionand various criteria as recommended by the Nomination and Remuneration Committee of theCompany. The evaluation of the working of the Board its committees experience andexpertise performance of specific duties and obligations etc. were carried out. TheDirectors expressed their satisfaction with the evaluation process and outcome.
The performance of each of the non-independent directors (including the Chairman) wasalso evaluated by the Independent Directors at the separate meeting held of IndependentDirectors of the Company.
PARTICULARS OF EMPLOYEES:
The disclosure required under Section 197 (12) of the Companies Act 2013 read withRule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as "Annexure-6" and forms an integral part of this Report.
The statement containing particulars of employees as required under section 197 of theCompanies Act 2013 read with Rule 5(2) of the companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136of the Companies Act 2013 the Report and accounts are being sent to the members andothers entitled thereto excluding the information on employees' particulars which isavailable for inspection by members at the Registered office of the Company duringbusiness hours on working days of the Company between 11.00 A.M. to 4.00 P.M. upto thedate of ensuing Annual General Meeting. If any member is interested in obtaining a copythereof such member may write to the Company Secretary in this regard.
POLICY ON DIRECTORS' APPOINTMENT AND POLICY ON REMUNERATION :
Pursuant to the requirements of Section 134 and 178 of the Companies Act 2013 readwith the relevant Rules framed thereunder the policy on appointment of Board Members andpolicy on remuneration of the Directors KMPs and Senior Management is attached as per"Annexure - 7"to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(5) of the Act and based on therepresentations received from the management the directors hereby confirm to the best oftheir knowledge that:
i. In the preparation of annual accounts the applicable accounting standards have beenfollowed and that no material departures have been made for the same
ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the Profitof the Company for that period.
iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the annual financial statements ongoing concern basis.
v. proper internal financial controls are in place in the Company and that suchinternal financial controls are adequate and are operating effectively and
vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The Board of Directors of the Company confirms to the best of their knowledge andbelief that theCompany has complied with the applicable provisions of the SecretarialStandards issued by theInstitute of Company Secretaries of India as amended from time totime and made applicable by the Ministry of Corporate Affairs during the financial yearunder review.
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aReport on "Corporate Governance" is attached as an Annexure 8 and forms part ofthis report.
NUMBER OF BOARD MEETINGS OF THE BOARD:
During the year under review the Board met 10 times on (1) 29th April 2019(2) 1st May 2019 (3) 30th May 2019 (4) 14th August2019 (5) 31st August 2019 (6) 12th November 2019 (7) 14thNovember 2019 (8) 4th December 2019 (9) 15th January 2020 and(10) 14th February 2020 in respect of which meetings proper notices weregiven and the proceedings were properly recorded and signed in the Minutes Book maintainedfor the purpose.
ATTENDANCE OF DIRECTORS:
|Name of the Directors ||No. of Board Meetings entitled ||No. of Board Meetings Attended ||Last AGM Attended |
|Mr. Yoginkumar H. Patel ||10 ||10 ||Yes |
|Mr. Ambusinh P. Gol ||10 ||10 ||Yes |
|Mr. Premalsinh P. Gol ||10 ||10 ||Yes |
|Mr. Dineshkumar H. Patel ||10 ||10 ||Yes |
|Mrs. Bhavanaben Gol ||10 ||10 ||Yes |
|Mr. Bhanuchandra Bhavsar ||10 ||10 ||No |
|Mr. Ashwinkumar Jani ||10 ||10 ||No |
|Mrs. Monika Shekhawat ||10 ||10 ||Yes |
|Mr. Ghanshyambhai Patel* ||7 ||7 ||N.A. |
|Mrs. Varsha Thakkar** ||6 ||6 ||N.A. |
* Appointed as Director w.e.f. 14.08.2019 ** Appointed as Director w.e.f. 31.08.2019
During the year under review meetings of Nomination & Remuneration committee wereheld 4 times on (1) 30th May 2019; (2) 14th August 2019; (3) 14thNovember 2019 and (4) 14th February 2020 and the attendance records of themembers of the Committee are as follows:
|Name of the Members ||No. of Committee Meetings entitled ||No. of Committee Meetings Attended |
|Mrs. Monika Shekawat Chairperson ||4 ||4 |
|Mr. Ashwinkumar B. Jani Member ||4 ||4 |
|Mr. Yoginkumar H. Patel Member ||4 ||4 |
NOMINATION & REMUNERATION COMMITTEE:
During the year under review meetings of Nomination & Remuneration committee wereheld 4 times on (1) 1st May 2019; (2) 14th August 2019; (3) 31stAugust 2019 and (4) 12th January 2020 and the attendance records of themembers of the Committee are as follows:
|Name of the Members ||No. of Committee Meeting entitled ||No. of Committee Meeting Attended |
|Mrs. Monika Shekawat Chairperson ||4 ||4 |
|Mr. Ashwinkumar B. Jani Member ||4 ||4 |
|Mr. Bhanuchandra K. Bhavsar Member ||4 ||4 |
INDEPENDENT DIRECTORS MEETING:
During the year under review one meeting of Independent Directors was held on 14thFebruary2020. Attendance records of the members of the Committee are as follows:
|Name of the Members ||No. of Committee Meeting entitled ||No. of Committee Meeting Attended |
|Mrs. Monika Shekhawat Chairperson ||1 ||1 |
|Mr. Ashwinkumar Jani Member ||1 ||1 |
|Mr. Bhanuchandra Bhavsar Member ||1 ||1 |
|Mr. Ghanshyambhai Patel* ||1 ||1 |
|Mrs. Varsha Thakkar** ||1 ||1 |
* Appointed as Member w.e.f. 14.08.2019
** Appointed as Member w.e.f. 31.08.2019
CORPORATE SOCIAL RESPONSIBILITY:
Your Company does not fall under the criteria mentioned in the provision of Section 135of the Companies Act 2013 read with the Companies (Corporate Social Responsibility)Rules 2014 and accordingly the Company is not required to constitute CSR Committee norit is required to spend any amount in CSR Activity.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Company has adopted internal control system considering the nature of its businessand the size and complexity of operations. The Board has adopted the policies andprocedures for ensuring the orderly and efficient conduct of its business includingadherence to the Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial disclosures etc. Systems and proceduresare periodically reviewed to keep pace with the growing size and complexity of yourcompany's operations. The internal auditor assesses opportunities for improvement ofbusiness processes systems and controls to provide recommendations which can add valueto the organization.
RISK MANAGEMENT POLICY:
Your company has developed and implemented a Risk Management Policy pursuant to Section134(3)(n) of the Companies Act 2013 read with the relevant Rules framed thereunder whichincludes identification of elements of risk if any which in the opinion of the Boardmay threaten the existence of the Company. The risk management process is designed tosafeguard the organisation from various risks through adequate and timely action. It isdesigned to anticipate evaluate and mitigate risks in order to minimise its impact on thebusiness. The risk management framework of the Company is appropriate compared to the sizeof the Company and the environment under which the Company operates.
At present in the opinion of the Board there is no identification of Risk element thatmay threaten the existence of the Company.
Pursuant to provisions of Section 177 (9) of the Companies Act 2013 read relevantrules framed thereunder the Company has established a Vigil Mechanism/ Whistle BlowerPolicy for Directors Employees or business associates for reporting the unethicalbehavior malpractices wrongful conduct frauds violations of the Company's code etc. tothe Chairman of the Audit Committee. The Policy also provides for adequate safeguardagainst victimization of the Directors'/Employees who avail the services of saidmechanism. The same is available on the Company's website www.akashinfra.com.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section134 (3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are enumerated as below:
Conservation of Energy:
1. The steps taken or impact on conservation of energy:-
The Company has taken measures and applied strict control system to monitor day to daypower consumption to endeavor to ensure the optimal use of energy with minimum extentpossible wastage as far as possible. The day to day consumption is monitored and variousways and means are adopted to reduce the power consumption in an effort to save energy.
2. The steps taken by the company for utilizing alternate sources of energy.
Company has not taken any step forutilizing alternate sources of energy.
3. The capital investment on energy conservation equipment.
Company has not made any capital investment on energy conservation equipments.
Company has not imported any technology and hence there is nothing to be reported here.
Foreign Exchange Earning and Outgo:
There were no foreign exchange earnings or outgo during the year under review.
TRANSFER TO INVESTORS EDUCATION FUNDS:
During the year under review the Company was not required to transfer any amount toIEPF as per the requirement of Section 125 of the Companies Act 2013 read with therelevant Rules framed thereunder. INDUSTRIAL RELATIONS:
The Company's Industrial relations with its employees continued to be cordialthroughout the year under review. Your Directors wish to place on record theirappreciation for the excellent team work with which the workers and officers of theCompany at all levels have contributed individually and collectively to the performance ofthe Company.
DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:
The Company has complied with the provision relating to constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The Company has not received any complaint under TheSexual Harassment of women at Workplace (Prevention Prohibition and Redressal) Act 2013.
Your Directors declared and confirm that during the year under review there is nocase filed under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
No significant/material orders have been passed by any Regulators or Courts orTribunals which shall affect the going concern status of the Company's operations as ondate of this report.
Your Directors wish to place on record their sincere appreciation for the excellentassistance and cooperation received from the Governmental authorities the banks andfinancial institutions customers vendors workers officers staff and investors fortheir continued support during the year.
| || |
FOR AND ON BEHALF OF THE BOARD
| || |
FOR AKASH INFRA-PROJECTS LIMITED
|Place : Gandhinagar ||AMBUSINH P. GOL ||YOGINKUMAR H. PATEL |
|Date : 01.09.2020 ||CHAIRMAN & MANAGING DIRECTOR ||MANAGING DIRECTOR |
| ||DIN : 00463376 ||DIN : 00463335 |