To,
The Members,
Artemis Electricals and Projects Limited
(Formerly Known as Artemis Electricals Limited)
The Directors are pleased to present the 14th Annual Report
and the Audited Financial Statements for the year ended 31st March 2023:-
1. FINANCIAL RESULTS:
Effective from the previous financial year 2022-23, The financial
statements of the Company prepared in the form of IND-AS and are in accordance with the
Section 133 of the Companies
Act, 2013 (the Act') read with Companies (Accounts) Rules,
2014 and amendments thereof.
The financial highlights of the Company for the financial year ended
March 31, 2023 as compared to financial year ended March 31, 2023, Further, the Company
has prepared consolidated financial statement for the financial year March 31, 2023,
Standalone and consolidated results are summarized as follows:
Particulars |
Standalone |
Consolidated |
|
Current Year Ended
31/03/2023 (Amount in Lakhs) |
Previous Year Ended
31/03/2022 (Amount in Lakhs) |
Current Year Ended
31/03/2023 (Amount in Lakhs) |
Current Year Ended
31/03/2022 (Amount in Lakhs) |
Revenue from business operations |
5,821.76 |
3,432.95 |
5,821.80 |
3,432.95 |
Other Income |
0.04 |
0.06 |
0.04 |
0.06 |
Total Income |
5,821.80 |
3,433.01 |
5,821.80 |
3,433.01 |
Less: - Total Expenses |
5,048.15 |
4,922.91 |
5,079.74 |
4,964.34 |
Profit / (Loss) before exceptional items and
tax |
773.65 |
(1,489.91) |
742.07 |
(1,531.33) |
Less: - Exceptional items |
- |
- |
- |
- |
Profit / (Loss) before |
773.65 |
(1,489.91) |
742.07 |
(1,531.33) |
Tax |
|
|
|
|
Less: - Tax Expenses |
122.38 |
(318.82) |
114.43 |
(329.25) |
(Current & Deferred) |
|
|
|
|
Profit (Loss) for the period |
651.27 |
(1,171.08) |
627.64 |
(1,202.08) |
Less: - Other Comprehensive Income |
0.95 |
16.91 |
0.95 |
16.91 |
Total Comprehensive Income for the period |
652.22 |
(1,154.17) |
628.59 |
(1,185.17) |
2. STATE OF COMPANY'S AFFAIRS AND FUTUREOUTLOOK:
During the year under review, Company's performance and growth are
as follows: Income from Operations is Rs. 5821.76 lakhs as compared to the previous
F.Y of Rs. 3,432.95 lakhs. The Net profit of the Company is Rs. 652.22 Lakhs as
compared to the Loss in the previous F.Y. of Rs. (1,154.17) Lakhs. Further, income from
operation on consolidation is Rs. 5,821.80 lakhs as compared to previous F.Y. of Rs.
3432.95 and the Net Profit on consolidation is Rs. 628.59 Lakhs as compared to the Loss in
previous F.Y. to Rs.1185.17.
3. TRANSFER TO RESERVE:
During the year under review, The Company has earned profit of Rs.
652.22 Lakh during the financial year 2022-23, thus, profit is transferred to the
reserves. Further, in consolidation the profit is around 628.59 Lakhs.
Total Amount lying in the Standalone Reserve and Surplus account at the
end on the year is Rs. 5,105.95 /- Lakhs and in consolidation reserve and surplus stood at
Rs. 5,051.32/- Lakhs.
4. CHANGE IN NATURE OF BUSINESS:
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 relevant circumstances and keeping in view the company's future plans and
explosion has decided that it would be prudent, not to recommend any Dividend for the year
under review.
6. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATECOMPANY:
During the year under the review, the Company has 1(one) Subsidiary
Companies. The details of the same are as follows:
A. Artemis Opto Electronic Technologies Private Limited - Subsidiary
The Company does not have any Holding and Joint Venture or Associate
during the year under review. In accordance with Section 129(3) of the Companies Act, 2013
read with Rule 6 of Companies (Accounts) Rules, 2014, we have prepared Consolidated
Financial Statements of the Company, for its subsidiary which form part of the Annual
Report. Further, a statement containing the salient features of the Financial Statements
of the subsidiary the prescribed format AOC-1 as "Annexure I" is forming
part of the Financial Statements. The statement also provides the details of performance,
financial positions of each of its subsidiary
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTIONFUND:
Since there was no unpaid/unclaimed Dividend on the books or any Unpaid
Dividend declared and paid last year, the provisions of Section 125 of the Companies Act,
2013 do not apply to your company.
8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THEREPORT:
There are no material changes and commitments, affecting the financial
position of the Company, which has occurred between the end of the financial year for the
Company i.e., March 31, 2023, and the date of this Directors' Report.
9. PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposits
within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.
10. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company for the financial year ended March 31, 2023 can be
accessed at http://www.artemiselectricals.com/.
11. CHANGES IN SHARECAPITAL:
|
As at 31 March 2023 |
Particulars |
Number of Shares |
Rs. (In lakhs) |
Shares outstanding at the beginning of the
year @ Rs. 10/- per share |
2,51,03,690 |
2,510.37 |
Changes during the year Sub Division of shares* |
- |
- |
Shares outstanding at the end of the year @ Rs. 1 per |
25,10,36,900 |
2,510.37 |
share, considering Split of shares as given below |
|
|
During the year review there was change in the Financial Year 2022-23
as follows:
*Sub-division of equity shares from the face value of Rs.10/- to
face value of Rs. 1/- per share as on record date decided by the Board of Director i.e.
March 31, 2023.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP): a) APPOINTMENT/CHANGE
IN DESIGNATION OF DIRECTORS:
During the year under review, following changes took place in the
management of Board of Directors: -
Sr. No. |
DIN |
Name of Director |
Designation |
Nature |
Date of Appointment/ Change in
designation/Cessation (with effect from) |
1. |
08122719 |
Mrs. Richa Sharma |
Non-Executive Independent Director |
Cessation |
30.05.2022 |
2. |
00845482 |
Mr. Pravin Kumar Brijendra Kumar Agarwal |
Executive Director |
Cessation* |
07.06.2023 |
3. |
07775553 |
Mr. Sachin Anant Nivalkar |
Additional Director-Non- Executive
Independent Director |
Appointment** |
07.06.2023 |
* Mr. Pravin Kumar Brijendra
Kumar Agarwal cessation of office from Executive Director after
completion of Financial Year 2022-23.
** Mr. Sachin Anant Nivalkar Appointment as Additional Non-Executive
Director after completion of Financial Year 2022-23.
b) DIRECTORS RETIRE BY ROTATION:
Mr. Saideep Shantaram Bagale (DIN: 07196456), Non-Executive Director of
the Company, retires by rotation at the ensuing Annual General Meeting (AGM) and being
eligible, offers himself for re-appointment. The Board recommends the re-appointment of
Mr. Saideep Shantaram Bagale (DIN: 07196456). 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 |
6 |
09292428 |
Mr. Deepak Kumar |
Non-Executive Independent Director |
7 |
08858855 |
Ms. Priyanka Yadav |
Non-Executive Independent Director |
8 |
07775553 |
Mr. Sachin Anant Nivalkar** |
Non-Executive Director |
9 |
DIMPS8905K |
Mr. ShivkumarChhangur Singh |
Chief Financial Officer |
10 |
BULPK2183A |
Ms. Alheena Khan*** |
Company Secretary |
11 |
AUEPB8631N |
Ms. Sonal Jain**** |
Company Secretary |
* Mr. Pravin Kumar Brijendra Kumar Agarwal resigned from the company on
07th June 2023, he holds position of executive director during financial year
2022-23. ** Mr. Sachin Anant Nivalkar appointed from the company on 07th June
2023, he holds position of Non-Executive Director. ***Ms. Alheena Khan resigned from the
company on 30th June 2023, she holds position of Company Secretary and
Compliance Officer during financial year 2022-23. ****Ms. Sonal Jain Appointed from the
company on 01st July 2023, she hold position of Company Secretary and
Compliance Officer.
13. MEETINGS OF THE BOARD OFDIRECTORS:
As required by clause (b) of sub-section (3) of Section 134 of the
Companies Act, 2013, your directors report that during the Financial Year 2022-23, the
Board meets at regular intervals to discuss and review the business operations. The
intervening gap between the two 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 the Directors prescribed under the Companies Act, 2013.
During the year under the review, the Company met 7 times on following
dates, 30th May, 2022, 14th August, 2022, 07th September,
2022, 14th November, 2022, 27th December, 2022, 16th
January, 2023 and 17th March, 2023.
The details of attendance of the Director at the meetings are held
during the year under review is stated herewith:
Sr. No. |
Name of Directors |
Designation |
No. of Meeting attended |
1. |
Mr. Krishnakumar Bangera |
Chairman cum Independent-
Non- Executive Director |
7 |
2. |
Mr. Pravinkumar Agarwal |
Executive Director |
7 |
3. |
Mr. ShivkumarChhangur Singh |
Whole Time Director and Chief
Financial Officer |
7 |
|
Mr. Saideep Shantaram Bagale |
Non-Executive Director |
7 |
4. |
Ms. Richa Sharma* |
Independent-Non-Executive Director |
1 |
5. |
Ms. Priyanka Yadav |
Independent-Non-Executive Director |
7 |
6. |
Mr. Deepak Kumar |
Independent-Non-Executive Director |
7 |
*Mr. Richa Sharma (DIN: 09292428) was resigned as a Non-Executive
Independent Director w.e.f. 30.05.2022.
14. DECLARATION OF INDEPENDENT DIRECTOR:
The Company has received declaration from all Independent Directors of
the Company confirming 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 needs to be made by the Board of its own performance and that of its committees
and individual directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of the independent directors shall be done by the entire Board of
Directors, excluding the director being evaluated. The Board works with the Nomination and
Remuneration Committee to lay down the evaluation criteria. The Board has carried out an
evaluation of its own performance, the directors individually as well as (including
chairman) the evaluation of the working of its Audit Committee, Nomination and
Remuneration Committee and
Stakeholders' Relationship Committee of the Company.
The Board has devised questionnaire to evaluate the performances of
each of Executive, Non-Executive and Independent Directors. Such questions are prepared
considering the business of the Company and the expectations that the Board have from each
of the Directors. The evaluation framework for assessing the performance of Directors
comprises of 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 its performance;
4. Providing perspectives and feedback going beyond information
provided by the management.
16. SEPARATE MEETINGS OF INDEPENDENTDIRECTORS:
As stipulated by the Code of Independent Directors under Schedule IV of
the Companies, Act, 2013, a separate meeting of the Independent Directors of the Company
was held to review the performance of Non- Independent Directors, the Board as whole,
including the Chairman of the Company and to discuss the matters related to the quality,
quantity and timeliness 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 the Act 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 Agarwal and Ms. Richa Sharma. The Committee was re-constituted as on May 30, 2022
and comprises with Krishna Kumar Bangera, Mr. Pravin Kumar Agarwal and Mr. Deepak Kumar.
The composition of the Committee is in compliance with the requirements 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 Regulations as more particularly set out in the Corporate Governance Report, which
forms a part of this report.
During the financial year 2022-23, the Committee met 4 (Four) times on
30th May 2022, 14TH August 2022, 14th November 2022, and
16th January 2023.
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 |
4 |
Mr. Pravinkumar Agarwal |
Member |
4 |
Ms. Richa Sharma (Cessation w.e.f. 30.05.2022) |
Member |
1 |
Mr. Deepak Kumar (w.e.f. 30/05/2022) |
Member |
3 |
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee comprises of Mr. Saideep
Shantaram Bagale, Mr. Krishnakumar Bangera and Ms. Richa Sharma. The Committee was
re-constituted as on May 30, 2022 and Committee comprises of Mr. Saideep Shantaram Bagale,
Mr. Krishnakumar Bangera and Ms. Deepak Kumar. The Committee is constituted in line with
the requirements mandated by the Act and of the Listing Regulations.
The terms of reference of the Committee are in conformity with the said
requirements, as more particularly set out in the Corporate Governance Report, which forms
a part of this report.
During the financial year 2022-23, the Committee met 3 (Three) times on
30th May 2022, 14th August, 2022 and 16th January 2023.
The composition and Attendance of the members of the Nomination and
Remuneration Committee for the financial year 2022-23 is as follows:
Name of the Director |
Position in Committee |
No. of Meeting attended |
Ms. Richa Sharma (Cessation w.e.f. 30/05/2022) |
Chairperson |
1 |
Mr. Deepak Kumar (w.e.f. 30/05/2022) |
Chairperson |
2 |
Mr. Krishnakumar Bangera |
Member |
3 |
Mr. Saideep Shantaram Bagale |
Member |
3 |
STAKEHOLDER RELATIONSHIP COMMITTEE:
The Stakeholder Relationship Committee comprises of Mr. Saideep
Shantaram Bagale, Mr. Krishnakumar Bangera and Mr. Shiv Kumar Singh. The Committee is
constituted in line with the requirements mandated by the Act and of the Listing
Regulations.
During the financial year 2022-23, the Committee met Three (3) times on
30th May 2022, 14th November, 2022 and 16th January 2023.
The composition and attendance of the members of the Stakeholders'
Relationship Committee for the financial year 2022-23 is as follows:
Name of the Director |
Position in Committee |
No. of Meeting attended |
Mr. Saideep Shantaram Bagale |
Chairman |
3 |
Mr. Krishnakumar Bangera |
Member |
3 |
Mr. Shivkumar Chhangur Singh |
Member |
3 |
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The CSR Committee comprises of Ms. Richa Sharma, Mr. Krishnakumar
Bangera and Mr. Shiv kumar Singh. The Committee was re-constituted as on May 30, 2022 and
comprises with Mr. Deepak Kumar, Mr. Krishnakumar Bangera and Mr. Shiv Kumar Singh. During
the year under review, the company was required to spend an amount of Rs. 2.13 Lakhs
towards activities as stipulated under Schedule VII of the Act. The Company has spent Rs.
2.13 Lakhs towards CSR initiatives. During the financial year 2022-23, the Committee met
Twice on 30th May 2022 and 16th January 2023.
The composition and attendance of the members of the CSR Committee for
the financial year 2022- 23 is stated as follows: -
Name of the Director |
Position in Committee |
No. of Meeting attended |
Ms. Richa Sharma (Cessation w.e.f. 30/05/2022) |
Chairperson |
1 |
Mr. Deepak Kumar (w.e.f. 30/05/2022) |
Chairperson |
1 |
Mr. Krishnakumar Bangera |
Member |
2 |
Mr. Shivkumar Singh |
Member |
2 |
18. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
Pursuant to the provisions of Section 135 of the Act and the Rules made
there under, the Company had duly constituted the Corporate Social Responsibility
Committee (CSR Committee) in the Company. As part of its initiatives under CSR, the
Company has identified various projects. These projects are in accordance with Schedule
VII to the Act.
The details as per the provisions are annexed herewith as "Annexure-II"
19. DIRECTORS' RESPONSIBILITYSTATEMENT:
Pursuant to Section 134 (5) of Companies Act, 2013 the Board of
Directors of the Company confirms that-
a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;
c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets 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 of all applicable laws and that such systems were adequate and operating
effectively.
20. NOMINATION AND REMUNERATIONPOLICY:
The Board has, on the recommendation of the Nomination &
Remuneration Committee, framed a Policy for selection, appointment and remuneration of
Directors and Key Managerial Personnel, including criteria for determining qualifications,
positive attributes 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 a Vigil mechanism / Whistle Blower Policy to deal with instance of fraud and
mismanagement, if any.
The Company had established a mechanism for directors and employees to
report concerns about unethical behavior, actual or suspected fraud, or violation of our
Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against
victimization of directors and employees who avail of the mechanism and also provide for
direct access to the Chairman of the Audit Committee in the exceptional cases.
We affirm that during the financial year 2022-23, no employee or
director was denied access to the Audit Committee.
The Vigil mechanism / Whistle Blower Policy is available on the website
of the Company at 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 risk, analyse and to undertake risk mitigation actions. The Board of
Directors regularly undertakes the detailed exercise for identification and steps to
control them through a well-defined procedure. The Board periodically reviews the risks
and suggests steps to be taken to control and mitigate the same through properly defined
framework.
23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS
AND COMPANY'S OPERATIONS IN FUTURE:
There was no significant or material order passed by any regulator or
court or tribunal, which impacts the going concern status of the Company or will have
bearing on company's operations in future.
24. STATUTORYAUDITOR:
The Statutory Auditors of the Company, M/s. Mittal Agarwal &
Co., Chartered Accountant [ICAI Registration No. 131025W], had been appointed at the
Annual General Meeting held on 30th September, 2019 for a term of four
consecutive years i.e. up to the conclusion of Annual General Meeting for the financial
year 2022-23, The statutory auditor confirmed that, they satisfy the eligibility criteria
to be appointed as Statutory Auditor in the Company.
As the terms of Auditor has been expired, the Board of Director
recommended to appointment of M/s. LLB & CO., Chartered Accountant, Mumbai (FRN No:
117758W) as a statutory auditor and to audit financial Statements of the Company from the
Financial Year 2023-24 to 2028-29.
25. AUDITOR'S REPORT:
There is no qualification, reservation, adverse remark or disclaimer
given by the Auditor in Their Report except following remarks mentioned in sub-para's
mentioned below of paragraph 1 under (Report on Other Legal and Regulatory
Requirements' section of Auditor report)
1a the company has not updated its records showing quantitative
details and situation of the fixed assets.
Board's Reply: The Company updated the Fixed Assets Register,
however the auditor commented for the upgradation on the basis of some key indicative
factors, the company shall comply the same. 3b. based on the audit procedures
carried on by us and as per the information and explanations given to us, the Company has
granted advances in the nature of loans to eight parties other than subsidiaries,
associates or joint ventures as below:
Particulars |
Amount ( in lakhs) |
Aggregate amount granted / provided during the year Others |
- |
Balance outstanding as at balance sheet date - Others |
461.89 |
Board's Reply: These are not the typical of loan, they are
business advances.
3f. According to the information and explanations given to us
and on the basis of our examination of the records of the Company, the Company has given
advances in the nature of loans without specifying any terms or period of repayment as
below:
Particulars |
All |
Promoters |
Related |
|
Parties |
|
Parties |
Aggregate Amount of Advances in Nature
of Loans |
|
|
|
Repayable on Demand (A) |
- |
- |
- |
Agreement does not specify any Terms or
Period of Repayment (B) |
461.89 |
- |
- |
Total (A+B) |
461.89 |
- |
- |
Percentage of Loans / Advances in Nature of |
100% |
- |
- |
Loans to the Total Loans |
|
|
|
Board's Reply: These are not the typical of loan, they are
business advances.
7a According to the information and explanations given to us, no
undisputed amounts payable in respect of GST, Income-tax, Duty of Customs, Cess and other
material statutory dues were in arrears as at 31 March 2023 for a period of more than six
months from the date they became payable except in respect of Tax Deducted at Source of
170.96 Lakhs.
Board's Reply: Due to unavoidable circumstances, As on reporting
period there is some delay in payment of Dues.
7b. According to the information and explanations given to us,
statutory dues relating to Sales Tax, Value Added Tax, Service Tax, Goods and Services
Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs, Duty of
Excise or Cess or other statutory dues which have not been deposited on account of any
dispute are as under:
Name of the Statute |
Nature of the Dues |
Amount ( in lakhs) |
Period |
Forum where dispute is
pending |
Income Tax Act, 1961 |
Income Tax |
607.83 |
Assessment Year 2018-19 and 2020-21 |
Appellate Authority upto
Commissioner's level |
Good and Service Tax Act, 2017 |
Goods and Service Tax |
482.97 |
Financial Year from 2017-18 to 2021-22 |
Appellate Authority upto
Commissioner's level |
Board's Reply: The company had appointed professional to assist
the matter depending.
Disclaimer of Opinion in Annexure B to the Independent Auditors'
Report: The information and explanations provided by the management on system of Internal
Financial Controls over financial reporting were not complete to enable us to determine if
the Company has established adequate Internal Financial Controls over financial reporting
and whether such Internal Financial Controls were operating effectively as at 31 March
2023.
Board's Reply: The Company has made adequate Internal Financial
Control, as the ERP system was crashed, thus, some of the areas of IFC not been adequately
reported.
26. REPORTING OF FRAUD BY AUDITORS:
There is no qualification, reservation, adverse remark or disclaimer
given by the Auditor in their Report except following remarks mentioned in sub-para's
mentioned below of paragraph 1 under (Report on Other Legal and Regulatory
Requirements' section of Auditor report).
27. INTERNAL AUDITOR:
For the financial year 2022-23, the Company in the Board Meeting
appointed Mr. Sharad Rustagi, Chartered Accountants, as an Internal Auditors of the
Company for the financial year 2022-23 and the report of Internal Auditor issued and the
same has been reviewed by audit and Board.
28. SECRETARIALAUDIT:
The Board had appointed CS Aakruti Somani, Practicing Company
Secretaries
(Membership No.54612 and COP No. 20395) as Secretarial Auditor to
conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023.
As per the provisions of Section 204 of the Act read Rules framed there under. The
Secretarial Audit Report in Form MR-3 is given as Annexure III and forms part of
this Report. The Secretarial Audit Report does not contain any qualification, reservation,
adverse remark or disclaimer except penalty and additional fees paid for delay in
compliance except following:
In some of the instance SEBI penalty as per Non-compliance with
certain provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and additional fees was paid by the Company due to delayed compliances.
Board Reply:- The delay is happened majorly delay in audit process due
to a technical issue in the new XBRL format for Regulation 23(9).
Further, attention was drawn by Secretarial auditor on flowing para :-
Attention is drawn that there were certain delays in the redemption of
debentures by the Company, however the Company and Debenture holders have mutually agreed
to reschedule the redemption of debenture to 15th November 2023, also the few debenture
holders have extinguished their right over the premium on debenture redemption amounting
to 10.45 Crores vide various letters exchanged till the date of this report. Effect of
such waivers / extinguishments have already been considered in these financial statements.
Pursuant to the provisions of Regulation 24A of the SEBI Listing
Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an
audit for the financial year 2022-23 for all applicable compliances as per SEBI
Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance
Report duly signed by CS Aakruti Somani, Practicing Company Secretaries (Membership No.
54612 and COP No. 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 required to Maintain cost records as specified under section 148(1) of the Act
in respect of its products and the Company has Complied with this Provisions.
31. LOANS, GUARANTEES ANDINVESTMENTS:
There are no loans granted, guarantees given and investments made by
the Company under Section 186 of the Companies Act, 2013 read with rules framed thereunder
except as stated under Note 5 & 8 to the financial statement.
32. RELATED PARTYTRANSACTIONS:
In line with the requirements of the Act and SEBI Listing Regulations,
the Company has formulated a Policy on Materiality of Related Party Transactions which is
also available on the Company's website at www.artemiselectricals.com. The Policy
intends to ensure that proper reporting, approval and disclosure processes are in place
for all transactions between the Company and its Related Parties. All related party
transactions are placed before the Audit Committee for review and approval.
Pursuant to the provisions of the Act and SEBI Listing Regulations with
respect to omnibus approval, prior omnibus approval is obtained for related party
transactions on a yearly basis for transactions which are of repetitive nature and entered
in the ordinary course of business and are at arm's length. Transactions entered into
pursuant to omnibus approval are verified by the Finance Department and a statement giving
details of all related party transactions are placed before the Audit Committee and the
Board for review and approval on a quarterly basis.
All transactions entered with related parties for the year under review
were in ordinary course of business and at arm's length basis except the Material
related party transactions, i.e. transactions exceeding 10% of the annual turnover as per
the last audited financial statement, were entered during the year by the Company.
Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act, in Form AOC-2, annexed as Annexure-IV. Further, there are no
material related party transactions during the year under review with the Promoters,
Directors or Key Managerial Personnel, 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 Directors draw attention of the members to Note No. 38 to the
standalone financial statements which sets out related party disclosure.
Pursuant to the provisions of Regulation 34(3) and 53(f) read with
clause 2 of Part A of Schedule V of the SEBI Listing Regulations is not applicable and
During the year under review, no person(s) or entity(ies) belonging to the
promoter/promoter group which held 10% or more share in the paid-up equity share capital
of the Company.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGEOUTGO:
As required by Section 134 (3) (m) read with the Companies (Accounts)
Rules, 2014, your director's report as under:
A. Conservation of Energy, a) Steps taken / impact on conservation
of energy, with special reference to the following: 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, cost reduction, product development, import substitution, etc. c) In case of
imported technology (imported during the last 3 years reckoned from the beginning 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 reasons therefore. 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 |
- |
- |
Foreign Exchange Outgo (CIF Basis) |
- |
- |
34. PARTICULARS OF THE EMPLOYEES AND REMUNERATION:
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 of remuneration of each director to the median employee's
remuneration are appended to this report as "Annexure V".
35. MANAGEMENT DISCUSSION ANALYSIS:
Management Discussion and Analysis Report for the year under review, is
presented in a separate 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 amended, the Annual Report of the top 1000 listed entities based on market
capitalization shall include a Business Responsibility Report ("BRR"), thus the
Business Responsibility Report is not applicable to us.
37. CORPORATE GOVERNANCE:
Maintaining high standards of Corporate Governance has been fundamental
to the business of the Company since its inception. As per Regulation 34(3) read with
Schedule V of the SEBI Listing Regulations, a separate section on corporate governance
practices followed by the Company, together with the following declarations/certifications
forms an integral part of this Corporate Governance Report: (Annexed herewith as "ANNEXURE-VII")
1. A declaration signed by Mr. Krishna Kumar Bangera, Chairman and
Independent Director, stating that the members of Board of directors and senior management
personnel have affirmed compliance with the Company's Code of Business Conduct and
Ethics (Annexed herewith as "Annexure-VIII")
2. A compliance certificate from the Company's Secretarial Auditor
confirming compliance with the conditions of Corporate Governance (Annexed herewith as
"Annexure-IX")
3. A certificate of Non-Disqualification of Directors from the
Secretarial Auditor of the Company; (Annexed herewith as "Annexure-X")
4. A certificate of the CFO of the Company, inter alia, confirming the
correctness of the financial statements and cash flow statements, adequacy of the internal
control measures and reporting of matters to the Audit Committee, is also annexed to the
Report on Corporate Governance. (Annexed herewith as "Annexure-XI")
40. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has clearly defined organization structure and lines of
authority and sufficient Control is exercised through business review by the Management.
The Company has adopted a well-defined system to ensure adequacy and efficiency of the
Internal Financial Control Function.
41. DEPOSITS:
During the year under review, the Company has not accepted any deposits
within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.
42. COMPLIANCE WITH SECRETARIALSTANDARDS:
The Company has devised proper systems to ensure compliance with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and the Company complies with all the applicable provisions of the same during the year
under review.
43. ORDER OF COURT:
No orders are passed by the regulators or courts or Tribunals impacting
the going concern status of your company's operation in future.
44. INSIDER TRADING:
The Company has adopted an Internal Code of Conduct for
Regulating, Monitoring and Reporting of Trades by Designated Persons'("the
Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015
("PIT Regulations"). The Code is applicable to promoters, member of promoter
group, all Directors and such designated employees who are expected to have access to
unpublished price sensitive information relating to the Company. The Company Secretary is
the Compliance Officer for monitoring adherence to the said PIT Regulations. The Company
has also formulated The Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (UPSI)' in compliance with the PIT
Regulations. This Code is displayed 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 the Company by Stock Exchanges or SEBI or any statutory authority, on any
matter related to capital markets, during last three financial years: There are no
instances of non-compliances by the Company necessitating imposition of penalties,
strictures on the Company by SEBI or any statutory authority, on any matter related to
capital markets except as follows: Following non-compliances were made by the company
during the financial year 2022-23 and Bombay Stock Exchange Impose the penalties:
Sr. No. |
Compliance Requirement Regulations,
Circulars and Guidelines including specified clause) |
Deviations |
Observations/ Remarks of the Board |
1. |
Regulation 23(9) of SEBI LODR Regulations,
2015 - the listed entity shall submit within 15 days from the date of publication of its
standalone and consolidated financial results for the half year. |
For the half year ended September 30, 2022,
the disclosure of RPT was filed with a delay of 4 days. |
Due to a technical issue in the new XBRL
format for Regulation 23(9). |
b. Details of utilization of funds raised through preferential
allotment or qualified institutions placement as specified under Regulation32 (7A): The
Company has issued 0% Optionally Convertible Debenture through preferential allotment
and allotted Rs.17.50 crore Debentures of Rs.100 each during the financial year 2021-22.
The Fund Raised have been fully utilized for the purposes specified in the issue documents
and there is no deviation in the use of proceeds.
c. Where the Board had not accepted any recommendation of any committee
of the Board which is mandatorily required, in the relevant financial year: NA
46. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The company has in place a policy for prevention of sexual harassment
in accordance with the requirements of the Sexual Harassment of women at workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has
been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy and no such
action is reported
47. ACKNOWLEDGEMENT:
The Directors place on record their fathomless appreciation to
employees at all levels for their hard work, dedication and commitment, which is vital in
achieving the over-all growth of the Company. The Board places on record its appreciation
for the support and co-operation the Company has been receiving from its suppliers,
distributors, business partners and others associated with it as its trading partners. The
Company looks upon them as partners in its progress and has shared with them the rewards
of growth. It will be the Company's endeavour to build and nurture strong links with
the trade based on mutuality of benefits, respect for and co-operation with each other,
consistent with consumer interests. The Directors also take this opportunity to thank all
Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock
Exchanges, for their continued support.
The Directors regret the loss of life due to COVID-19 pandemic globally
and are deeply grateful and have immense respect for every person who risked their life
and safety to fight this pandemic.
For and on behalf of the Board of Directors
Artemis Electricals and Projects Limited (Formerly Known as Artemis
Electricals Limited)
|
Sd- |
Sd/- |
|
Saideep Shantaram Bagale |
Shiv Kumar Singh |
|
DIN: 07196456 |
Whole Time Director & Chief |
|
|
Financial Officer |
|
|
DIN: 07203370 |
Place: Mumbai |
|
|
Dated: 08-09-2023 |
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