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Artemis Electricals & Projects Ltd.

BSE: 542670 Sector: Engineering
NSE: N.A. ISIN Code: INE757T01017
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NSE 05:30 | 01 Jan Artemis Electricals & Projects Ltd
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OPEN 55.25
CLOSE 55.25
VOLUME 1602
52-Week high 68.00
52-Week low 41.25
P/E
Mkt Cap.(Rs cr) 136
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Artemis Electricals & Projects Ltd. (ARTEMISELECTRI) - Director Report

Company director report

To

The Members

Artemis Electricals And Projects Limited (Formerly Known as Artemis ElectricalsLimited)

The Directors are pleased to pre sent the Twelfth Annual Report and the AuditedFinancial Statements for the year ended 31st March 2021:-

1. F INANCIAL RESULTS

Effective from the previous financial year 2019-20 the Company has adopted IndianAccounting Standards (Ind AS) and accordingly has realigned its revenue recognitionpolicies appropriately. The accounting changes have been applied with retrospective effectto each of the prior reporting periods presented. The financial statements of the Companyare in accordance with the Section 133 of the Companies Act 2013 (the ‘Act') readwith Companies (Accounts) Rules 2014 and amendments thereof. The financial highlights ofthe Company for the financial year ended March 31 2021 as compared to financial yearended March 31 2020 are summarized as follows:

Particulars Current Year Ended 31/03/2021 Previous Year Ended 31/03/2020
(Amount in Lakhs) (Amount in Lakhs)
Revenue from business operations 4494.58 10691.74
Other Income 22.28 187.86
Total Income 4516.86 10879.60
Less: - Total Expenses 4466.96 9184.31
Profit before exceptional items and tax 49.90 1695.29
Less: - Exceptional items - -
Profit before Tax 49.90 1695.29
Less: - Tax Expenses (Current & Deferred) 33.75 446.74
Profit (Loss) for the period 16.15 1248.55
Less: - Other Comprehensive Income 0.88 -0.09
Total Comprehensive Income for the period 17.03 1248.46

2. STATE OF COMPANY'S AFFAIRS AND FUTUREOUTLOOK

During the year under review Company's performance and growth are as follows: Incomefrom Operations is Rs. 10691.74 lakhs as compared to the previous F.Y of Rs. 4494.58lakhs. The Net Profit of the Company is Rs.17.03 Lakhs as compared to the previous F.Y. ofRs.1248.46 Lakhs. The decrease in income and Net Profit is completely due to nation-widelock-down and Your directors expect better performance in future years.

3. TRANSFER TO RESERVE

During the year under review the surplus of Rs17.03/- Lakhs is transferred to Reserve& Surplus Account. Total Amount lying in the Reserve and Surplus account at the end onthe year is Rs.5607.90/- Lakhs.

4. CHANGE IN NATURE OFBUSINESS:

There was no change in the nature of business during the year under review.

5. DIVIDEND

The Board of Directors of your company after considering holistically the relevantcircumstances and keeping in view the company's future plans and explosion has decidedthat it would be prudent not to recommend any Dividend for the year under review.

6. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATECOMPANY

The Company does not have any Holding Subsidiary Joint Venture or Associate duringthe year under review.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend on the books or any Unpaid Dividenddeclared and paid last year the provisions of Section 125 of the Companies Act 2013 donot apply to your company.

8. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATES AND THE DATE OF THEREPORT

a) Except Coronavirus (COVID-19) Pandemic no material changes and commitmentsaffecting the financial position of the Company occurred between the end of the financialyear2020-21 to which these financial statements relate and the date of this report.

b) COVID-19 has set foot in India and across the globe and has led the country towardsa major slowdown.

c) The impact of COVID19 has been disruptive on the operations of the Company. With thelockdown in many States/Union Territories across the country the supply chains have beenput under stress which has resulted in loss of business and temporary pressure on cashflows/ liquidity/profitability/margins due to lower collection of receivables operatingexpenses payment obligations towards vendors and statutory authorities etc.

d) However the company is confident that the business operations will pick upprogressively.

9. PUBLICDEPOSITS

During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

10. EXTRACT OF ANNUALRETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of Annual Return isappended to this report as Annexure-I and has also been uploaded on the company's web siteunder the web link of http://www.artemiselectricals.com/.

11. CHANGES IN SHARE CAPITAL

Particulars As at 31 March 2021
Number of Shares Rs. (In lakhs)
Shares outstanding at the beginning of the year 24703690 2470.37
Changes during the year * 400000 40.00
Shares outstanding at the end of the year 25103690 2510.37

*During the year under review The Company has allotted 400000 equity shares by way ofpreferential allotment.

Consequent to the above the issued subscribed and paid-up share capital of yourCompany as on March 31 2021 stood at Rs. 251036900 comprising of 25103690EquityShares of Rs. 10 each.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP)

a) APPOINTMENT/CHANGE IN DESIGNATION OFDIRECTORS:

During the year under review following changes took place in the management of Boardof Directors: -

Sr. No. DIN Name of Director Designation Nature Date of Appointment/ Change in designation/Cess ation (with effect from)
1 01459092 Ramniranjan Bhutra Non- Executive Director Cessation 02.04.2021
2 07196456 Saideep Shantaram Bagale Non- Executive Director Appointment as Additional Director by Board 02.04.2021
3 08858855 Priyanka Yadav Non- Executive - Independent Director Appointment as Additional Director by Board 03.09.2020
4 08858855 Priyanka Yadav Non- Executive - Independent Director Change in Designation 30.12.2020
5 02082675 Krishna Kumar Bangera Non- Executive - Independent Director Re-appointment as Independent Director 01.12.2020

b) DIRECTOR RETIRE BYROTATION:

Mr. ShivKumar Chhangur Singh (DIN: 07203370) Whole time Director of the Companyretires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offershimself for re-appointment. The Board recommends the re-appointment of Mr. ShivKumarChhangur Singh (DIN: 07203370)

c) CURRENT STRUCTURE OF DIRECTORS AND KEY MANAGERIALPERSONNEL

Sr. No. DIN Name of Director/Key Managerial Personnel Designation
1 02082675 Mr. Krishnakumar Laxman Bangera Chairman Cum Non-Executive Independent Director
2 00845482 Mr. Pravin Kumar Brijendra Kumar Agarwal Executive Director
3 07203370 Mr. Shivkumar Chhangur Singh Whole time Director
4 07196456 Mr.Saideep Shantaram Bagale Non-Executive Director
5 08122719 Ms. Richa Sharma Non-Executive Independent Director –
6 08858855 Priyanka Yadav Non-Executive Independent Director –
7 DIMPS8905K Mr. ShivkumarChhangur Singh Chief Financial Officer
8 BULPK2183A Ms. Alheena Khan Company Secretary

13. MEETINGS OF THE BOARD OFDIRECTORS

As required by clause (b) of sub-section (3) of Section 134 of the Companies Act 2013your directors report that during the Financial Year 2020-21 the Board meets at regularintervals to discuss and review the business operations. The intervening gap between thetwo consecutive meetings was within the period prescribed under the Companies Act 2013.The notice of Board meeting including detailed agenda is given well in advance to all theDirectors prescribed under the Companies Act 2013.

During the year under the review the Company met 10 times on following dates20-Jun-20 31-Jul-20 03-Sep-20 22-Sep-20 29-Oct-20 19-Nov-20 04-Dec-20 11-Feb-2114-Feb-21 and 02-Mar-21

The details of attendance of the Director at the meetings are held during the yearunder review is stated herewith:

Sr. No. Name of Directors Designation No. of Meeting attended
1 Mr. Krishnakumar Bangera Chairman cum Independent- Non-Executive Director 10
2 Mr. Pravinkumar Agarwal Executive Director 10
3 Mr. ShivkumarChhangur Singh ** Whole Time Director and Chief Financial Officer 10
4 Mr. RamniranjanBhutra* Non-Executive Director 10
5 Ms. Richa Sharma Independent Non-Executive Director 10
6 Ms. Priyanka Yadav Independent Non-Executive Director 7

* Mr. Ramniranjan Bhutra (DIN: 1459092) was resigned as a Non-Executive Director w.e.f.02.04.2021 and Mr. Saideep Shantaram Bagale (DIN: 07196456)was appointed as an AdditionalDirector w.e.f. 02.04.2021.

**Mr. ShivkumarChhangur Singh (DIN: 07203370) Executive Director & Whole TimeDirector of the Company retires by rotation at the ensuing Annual General Meeting (AGM)and being eligible offers himself for re- appointment. The Board recommends there-appointment of Mr. ShivkumarChhangur Singh (DIN: 07203370).

14. DECLARATION OF INDEPENDENT DIRECTOR

The Company has received declaration from all Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Act.

15. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 a formal annual evaluation needsto be made by the Board of its own performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof the independent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. The Board works with the Nomination and Remuneration Committeeto lay down the evaluation criteria. The Board has carried out an evaluation of its ownperformance the directors individually as well as (including chairman) the evaluation ofthe working of its Audit Committee Nomination and Remuneration Committee andStakeholders' Relationship Committee of the Company.

The Board has devised questionnaire to evaluate the performances of each of ExecutiveNon-Executive and Independent Directors. Such questions are prepared considering thebusiness of the Company and the expectations that the Board have from each of theDirectors. The evaluation framework for assessing the performance of Directors comprisesof the following key areas:

1. Attendance at the Board Meetings and Committee Meetings;

2. Quality of contribution to Board deliberations;

3. Strategic perspectives or inputs regarding future growth of Company and itsperformance;

4. Providing perspectives and feedback going beyond information provided by themanagement.

16. SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the CompaniesAct 2013 a separate meeting of the Independent Directors of the Company was held toreview the performance of Non- Independent Directors the Board as whole including theChairman of the Company and to discuss the matters related to the quality quantity andtimeliness of flow of information between the Company management and the Board.

17. BOARD COMMIITTEES

Your Company has in place all the Committee(s) as mandated under the provisions of theAct and Listing Regulations. Currently there are four Committees of the Board namely:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

• Corporate Social Responsibility Committee

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Krishna Kumar Bangera Mr. Pravin Kumar Agarwaland Ms. Richa Sharma. The composition of the Committee is in compliance with therequirements of Section 177 of the Act and Regulation 18 of the Listing Regulations.

The charter of the Committee is in conformity with the Act and the Listing Regulationsas more particularly set out in the Corporate Governance Report which forms a part ofthis report.

During the financial year 2020-21 the Committee met 6 (Six) times on 20 June 2020 31July 2020 22 September 2020 29 October 2020 19 November 2020 and 4 February 2021

The composition and attendance of the members of the Audit Committees:

Name of the Director Position in Committee No. of Meeting attended
Mr. Krishnakumar Bangera Chairman 6
Mr. Pravinkumar Agarwal Member 6
Ms. Richa Sharma Member 6

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Mr. Ramniranjan Bhutra Mr.Krishnakumar Bangera and Ms. Richa Sharma. The Committee is constituted in line with therequirements mandated by the Act and of the Listing Regulations.

The terms of reference of the Committee are in conformity with the said requirementsas more particularly set out in the Corporate Governance Report which forms a part ofthis report.

During the financial year 2020-21 the Committee met twice on 03 September 2020 and 14February 2021

The composition and Attendance of the members of the Nomination and RemunerationCommittee for the financial year 2020-21 is as follows:

Name of the Director Position in Committee No. of Meeting attended
Ms. Richa Sharma Chairman 2
Mr. Krishnakumar Bangera Member 2
Mr. RamniranjanBhutra Member 2

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee comprises of Mr. Ramniranjan Bhutra Mr.Krishnakumar Bangera and Mr. Shiv Kumar Singh. The Committee is constituted in line withthe requirements mandated by the Act and of the Listing Regulations.

Duringthefinancialyear2020-21 the Committee met Four (4) timeson24 June 2020 03September 2020 19 November 2020 and 14 February 2021.

The composition and attendance of the members of the Stakeholders' RelationshipCommittee for the financial year 2020-21 is as follows:

Name of the Director Position in Committee No. of Meeting attended
Mr. Ramniranjan Bhutra Chairman 4
Mr. Krishnakumar Bangera Member 4
Mr. ShivkumarChhangur Singh Member 4

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Committee comprises of Ms. Richa Sharma Mr. Krishnakumar Bangera and Mr. Shivkumar Singh. During the year under review the company was required to spend an amount ofRs.31.91 Lakhs towards activities as stipulated under Schedule VII of the Act. The Companyhas spent 31.91 Lakhs towards CSR initiatives.

During the financial year 2020-21 the Committee met once on 14 February 2021.

The composition and attendance of the members of the CSR Committee for the financialyear 2020- 21 is stated as follows: -

Name of the Director Position in Committee No. of Meeting attended
Ms. Richa Sharma Chairperson 1
Mr. Krishnakumar Bangera Member 1
Mr. Shivkumar Singh Member 1

18. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIALRESPONSIBILITYINITIATIVES:

Pursuant to the provisions of Section 135 of the Act and the Rules made there underthe Company had duly constituted the Corporate Social Responsibility Committee (CSRCommittee) in the Company. As part of its initiatives under CSR the Company hasidentified various projects. These projects are in accordance with Schedule VII to theAct.

The details as per the provisions are annexed herewith as "Annexure-III"

19. DIRECTORS' RESPONSIBILITYSTATEMENT

Pursuant to Section 134 (5) of Companies Act 2013 the Board of Directors of theCompany confirms that-

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) The directors had 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;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The Company being unlisted sub clause (e) of section 134(3) is not applicable.

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

20. N OMINATION AND REMUNERATIONPOLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Policy for selection appointment and remuneration of Directors and KeyManagerial Personnel including criteria for determining qualifications positiveattributes and Independence of Directors.

The said policy is available on the Company's Website

Website Link:https://www.artemiselectricals.com/assets/pdf/Nomination-and-Remuneration-Policy.PDF

21. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In accordance with Section 177 of the Companies Act 2013 the Company has adopted aVigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagementif any.

The Company had established a mechanism for directors and employees to report concernsabout unethical behavior actual or suspected fraud or violation of our Code of Conductand Ethics. The mechanism also provides for adequate safeguards against victimization ofdirectors and employees who avail of the mechanism and also provide for direct access tothe Chairman of the Audit Committee in the exceptional cases.

We affirm that during the financial year 2020-21 no employee or director was deniedaccess to the Audit Committee.

The Vigil mechanism / Whistle Blower Policy is available on the website of the Companyat https://www.artemiselectricals.com/assets/pdf/Whistle-Blower-Policy.pdf.

22. RISK MANAGEMENT POLICY

The Company has laid down a well-defined Risk Management Policy to identify the riskanalyse and to undertake risk mitigation actions. The Board of Directors regularlyundertakes the detailed exercise for identification and steps to control them through awell-defined procedure. The Board periodically reviews the risks and suggests steps to betaken to control and mitigate the same through properly defined framework.

23. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing oncompany's operations in future.

24. STATUTORYAUDITOR

The Statutory Auditors of the Company M/s. Mittal Agarwal & Co. CharteredAccountant [ICAI Registration No. 131025W] had been appointed at the Annual GeneralMeeting held on 30th September 2019 for a term of four consecutive years i.e. up to theconclusion of Annual General Meeting for the financial year 2022-23 The statutory auditorconfirmed that they satisfy the eligibility criteria to be appointed as Statutory Auditorin the Company.

25. AUDITOR'SREPORT

There is no qualification reservation adverse remark or disclaimer given by theAuditor in their Report except following remarks mentioned in sub-para's mentioned belowof paragraph 1 under (‘Report on Other Legal and Regulatory Requirements' section ofAuditor report)

1a the company has not updated its records showing quantitative details and situationof the fixed assets.

Board's Reply: Company is in process of updating Fixed Assets Register.

7a Dues of Income Tax of Rs. 277.04 outstanding at 31 March 2020 for a period of morethan six months from the date they became payable.

Board's Reply: The Company has paid the aforesaid Income tax Dues expect Advance tax.

Disclaimer of Opinion in Annexure B to the Independent Auditors' Report: Theinformation and explanations provided by the management on system of Internal FinancialControls over financial reporting were not complete to enable us to determine if theCompany has established adequate Internal Financial Controls over financial reporting andwhether such Internal Financial Controls were operating effectively as at 31 March 2021.

Board's Reply: The Company has made adequate Internal Financial Control the auditorraised query pertaining some of the key area and the same has been rectified now.

26. REPORTING OF FRAUD BY AUDITORS

There is no qualification reservation adverse remark or disclaimer given by theAuditor in their Report except following remarks mentioned in sub-para's mentioned belowof paragraph 1 under (‘Report on Other Legal and Regulatory Requirements' section ofAuditor report)

27. I NTERNALAUDITOR

For the financial year 2021-21 the Company in the Board Meeting appointed M/s. R.DEVENDRA KUMAR& ASSOCIATES Chartered Accountants as an Internal Auditors of theCompany for the financial year 2020-21 and the report of Internal Auditor issued and thesame has been reviewed by audit and Board.

28. SECRETARIAL AUDIT

The Board had appointed CS Aakruti Somani Practicing Company Secretaries (MembershipNo.54612 and COP No. 20395) as Secretarial Auditor to conduct the Secretarial Audit of theCompany for the financial year ended March 31 2021.As per the provisions of Section 204of the Act read Rules framed there under. The Secretarial Audit Report in Form MR-3 isgiven as Annexure IV and forms part of this Report. The Secretarial Audit Report does notcontain any qualification reservation adverse remark or disclaimer.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read withSEBI Circulars issued in this regard the Company has undertaken an audit for thefinancial year 2019-20 for all applicable compliances as per SEBI Regulations andCirculars/Guidelines issued thereunder. The Annual Secretarial Compliance Report dulysigned by CS Aakruti Somani Practicing Company Secretaries (Membership No. 54612 and COPNo. 20395) has been submitted to the Stock Exchange.

29. COST AUDITOR

The Cost Audit is not applicable to the Company.

30. DISCLOSURE ON MAINTENANCE OF COST RECORDS

Pursuant to the Rules made by the Central Government of India the Company is requiredto Maintain cost records as specified under section 148(1) of the Act in respect of itsproducts and the Company has Complied with this Provisions.

31. LOANS GUARANTEES AND INVESTMENTS

There are no loans granted guarantees given and investments made by the Company underSection 186 of the Companies Act 2013 read with rules framed thereunder except as statedunder Note 5 to the financial statement.

32. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI Listing Regulations the Company hasformulated a Policy on Materiality of Related Party Transactions which is also availableon the Company's website at www.artemiselectricals.com. The Policy intends to ensure thatproper reporting approval and disclosure processes are in place for all transactionsbetween the Company and its Related Parties. All related party transactions are placedbefore the Audit Committee for review and approval.

Pursuant to the provisions of the Act and SEBI Listing Regulations with respect toomnibus approval prior omnibus approval is obtained for related party transactions on ayearly basis for transactions which are of repetitive nature and entered in the ordinarycourse of business and are at arm's length. Transactions entered into pursuant to omnibusapproval are verified by the Finance Department and a statement giving details of allrelated party transactions are placed before the Audit Committee and the Board for reviewand approval on a quarterly basis.

All transactions entered with related parties for the year under review were inordinary course of business and at arm's length basis except the Material related partytransactions i.e. transactions exceeding 10% of the annual turnover as per the lastaudited financial statement were entered during the year by the Company. Accordingly thedisclosure of related party transactions as required under Section 134(3)(h) of the Actin Form AOC-2 annexed as Annexure-II. Further there are no material related partytransactions during the year under review with the Promoters Directors or Key ManagerialPersonnel which may have a potential conflict with the interest of the Company at large.All related party transactions are mentioned in the notes to the accounts. The Directorsdraw attention of the members to Note No. 38 to the standalone financial statements whichsets out related party disclosure.

Pursuant to the provisions of Regulation 34(3) and 53(f) read with clause 2 of Part Aof Schedule V of the SEBI Listing Regulations is not applicable and During the year underreview no person(s) or entity(ies) belonging to the promoter/promoter group which held10% or more share in the paid-up equity share capital of the Company.

33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

As required by Section 134(3)(m)read with the Companies (Accounts)Rules2014your Boardreport as under:

A. Conservation of Energy

a) Steps taken / impact on conservation of energy with special reference to thefollowing: Nil

b) Stepstakenbythecompanyforutilizingalternatesourcesofenergyincludingwastegenerated:Nil

c) Capital investment on energy conservation equipment: Nil

B. Technology absorption:

a) Efforts in brief made towards technology absorption.

b) Benefits derived as a result of the above efforts e.g. product improvement costreduction product development import substitution etc.

c) In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year) following information may be furnished:

1) Details of technology imported.

2) Year of import.

3) Whether the technology been fully absorbed

4) If not fully absorbed areas where absorption has not taken place and the reasonstherefore.

d) Expenditure incurred on Research and Development: Rs NIL

A. Foreign exchange earnings and Outgo (Amount in Lakhs)

Particulars Current year Previous Year
Foreign Exchange Earnings - 21.62
Foreign Exchange Outgo (CIF Basis) 53.46 379.80

34. PARTICULARS OF THE EMPLOYEES ANDREMUNERATION.

Pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 details of ratio ofremuneration of each director to the median employee's remuneration are appended to thisreport as "Annexure V".

35. MANAGEMENT DISCUSSIONANALYSIS

Management Discussion and Analysis Report for the year under review is presented in aseparate section forming part of the Annual Report and is annexed herewith as"Annexure- VI".

36. BUSINESS RESPONSIBILITYREPORT

As per the provisions of Regulation 34 (2) of the SEBI Listing Regulations as amendedthe Annual Report of the top 1000 listed entities based on market capitalization shallinclude a Business Responsibility Report ("BRR") thus the BusinessResponsibility Report is not applicable to us.

37. CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the businessof the Company since its inception. As per Regulation 34(3) read with Schedule V of theSEBI Listing Regulations a separate section on corporate governance practices followed bythe Company together with the following declarations/certifications forms an integralpart of this Corporate Governance Report: (Annexed herewith as "ANNEXURE-VII")

1. A declaration signed by Mr. Krishna Kumar Bangera Chairman and IndependentDirector stating that the members of Board of directors and senior management personnelhave affirmed compliance with the Company's Code of Business Conduct and Ethics (Annexedherewith as "Annexure-VIII")

2. A compliance certificate from the Company's Secretarial Auditor confirmingcompliance with the conditions of Corporate Governance (Annexed herewith as"Annexure-iX")

3. A certificate of Non-Disqualification of Directors from the Secretarial Auditor ofthe Company; (Annexed herewith as "Annexure-X")

4. A certificate of the CFO of the Company inter alia confirming the correctness ofthe financial statements and cash flow statements adequacy of the internal controlmeasures and reporting of matters to the Audit Committee is also annexed to the Report onCorporate Governance. (Annexed herewith as "Annexure-XI")

40. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has clearly defined organization structure and lines of authority andsufficient Control is exercised through business review by the Management. The Company hasadopted a well-defined system to ensure adequacy and efficiency of the Internal FinancialControl Function.

41. DEPOSITS

During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

42. COMPLIANCE WITH SECRETARIALSTANDARDS

The Company has devised proper systems to ensure compliance with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India and theCompany complies with all the applicable provisions of the same during the year underreview.

43. ORDER OF COURT

No orders are passed by the regulators or courts or Tribunals impacting the goingconcern status of your company's operation in future.

44. INSIDERTRADING

The Company has adopted an ‘Internal Code of Conduct for Regulating Monitoringand Reporting of Trades by Designated Persons'("the Code") in accordance withthe SEBI (Prohibition of Insider Trading) Regulations 2015 ("PIT Regulations").The Code is applicable to promoters member of promoter group all Directors and suchdesignated employees who are expected to have access to unpublished price sensitiveinformation relating to the Company. The Company Secretary is the Compliance Officer formonitoring adherence to the said PIT Regulations. The Company has also formulated‘The Code of Practices and Procedures for Fair Disclosure of Unpublished PriceSensitive Information (UPSI)' in compliance with the PIT Regulations. This Code isdisplayed on the Company's website www.artemiselectrials.com

45. AFFIRMATIONS AND DISCLOSURES

a. Details of non-compliance by the Company penalties and strictures imposed on

Company by Stock Exchanges or SEBI or any statutory authority on any matter related tocapital markets during last three financial years: There are no instances ofnon-compliances by the Company necessitating imposition of penalties strictures on theCompany by Stock Exchanges or SEBI or any statutory authority on any matter related tocapital markets.

b. Details of utilization of funds raised through preferential allotment or qualifiedinstitutions placement as specified under Regulation32 (7A): The Company has issued equityshares through preferential allotment and allotted 400000 Equity Shares of Rs.10 each atpremium of Rs. 70/- during the financial year 2020-21.the Fund Raised have been fullyutilized for the purposes specified in the issue documents and there is no deviation inthe use of proceeds.

46. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT2013

The company has in place a policy for prevention of sexual harassment in accordancewith the requirements of the Sexual Harassment of women at workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy and no such action isreported

47. A CKNOWLEDGEMENT

The Directors place on record their fathomless appreciation to employees at all levelsfor their hard work dedication and commitment which is vital in achieving the over-allgrowth of the Company. The Board places on record its appreciation for the support andcooperation the Company has been receiving from its suppliers distributors businesspartners and others associated with it as its trading partners. The Company looks uponthem as partners in its progress and has shared with them the rewards of growth. It willbe the Company's endeavour to build and nurture strong links with the trade based onmutuality of benefits respect for and co-operation with each other consistent withconsumer interests. The Directors also take this opportunity to thank all ShareholdersClients Vendors Banks Government and Regulatory Authorities and Stock Exchanges fortheir continued support.

The Directors regret the loss of life due to COVID-19 pandemic globally and are deeplygrateful and have immense respect for every person who risked their life and safety tofight this pandemic.

For and on behalf of the Board of Directors

Artemis Electricals and Projects Limited

(Formerly Known as Artemis Electricals Limited)
Sd- Sd/-

Pravinkumar Brijendrakumar

Shiv Kumar Singh
Agarwal Director Whole Time Director & Chief
DIN:00845482 Financial Officer
DIN: 07203370
Place: Mumbai
Dated: 27.08.2021

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