To, The Members,
Artemis Electricals and Projects Limited (Formerly Known as Artemis
Electricals Limited)
The Directors are pleased to present the 15th Annual Report
and the Audited Financial Statements for the year ended 31st March 2024:-
1. FINANCIAL RESULTS:
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, 2024 as
compared to financial year ended March 31, 2023, Further, the Company has prepared
consolidated financial statement for the financial year March 31, 2024, Standalone and
consolidated results are summarized as follows: (Rs in Lakhs except EPS)
| Particulars |
Standalone |
Consolidated |
|
CY ended |
PY ended |
CY ended |
PY ended |
|
31/03/2024 |
31/03/2023 |
31/03/2024 |
31/03/2023 |
| Revenue from business operations |
4,135.92 |
5,821.76 |
4,135.92 |
5,821.76 |
| Other Income |
11.87 |
0.04 |
11.87 |
0.04 |
| Total Income |
4,147.79 |
5,821.80 |
4,147.79 |
5,821.80 |
| Less: - Total Expenses |
3,600 |
5,048.15 |
3,626.46 |
5,079.74 |
| Profit / (Loss) before exceptional items and tax |
547.79 |
773.65 |
521.33 |
742.07 |
| Less: - Exceptional items |
- |
- |
- |
- |
| Profit / (Loss) before Tax |
547.79 |
773.65 |
521.33 |
742.07 |
| Less: - Tax Expenses |
138.03 |
122.38 |
131.37 |
122.44 |
| (Current & Deferred) |
|
|
|
|
| Profit (Loss) for the period |
409.76 |
651.27 |
389.96 |
627.64 |
| Less: - Other Comprehensive |
(1.10) |
0.95 |
|
|
| Income |
|
|
(1.10) |
0.95 |
| Total Comprehensive |
|
|
|
|
| Income for the period |
408.66 |
652.22 |
388.86 |
628.59 |
| Earnings per equity share for profit attributable to Basic
EPS |
0.16 |
0.26 |
0.15 |
0.25 |
| Diluted EPS |
0.16 |
0.26 |
0.15 |
0.25 |
2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
During the year under review, Company's performance and growth are
as follows:
i. Standalone
Income from Operations is Rs.4135.92/- Lakhs as compared to the
previous financial year of Rs. 5821.76/- Lakhs. The Net profit of the Company is Rs
408.66/- Lakhs as compared to the Net profit in the previous financial year of Rs.
652.22/- Lakhs.
ii. Consolidated
Income from operation on consolidation is Rs. 4135.92/- Lakhs as
compared to previous financial year of Rs. 5,821.80/- Lakhs the Net Profit on
consolidation is Rs. 388.86/- Lakhs as compared to the profit in previous financial year
to Rs. 628.59/- Lakhs.
3. TRANSFER TO RESERVE:
During the year under review, The Company has earned profit of Rs.
408.66/- Lakh during the financial year 2023-24, thus, profit is transferred to the
reserves. Further, in consolidation the profit is around 388.86/- Lakhs.
Total Amount lying in the Standalone Reserve and Surplus account at the
end of the year financial year is Rs. 5,413.94/- Lakhs and in consolidation reserve and
surplus stood at Rs.5,339.51/- Lakhs.
4. CHANGE IN NATURE OF BUSINESS:
Except as mention below there was no Change in the nature of Business
during the FY 2023-24
The Shareholder at the 14th Annual General Meeting held on
Saturday, 30th September, 2023, approved the alteration by way of replacing the
Main Objects of Clause III (A) with the following new Clause III(A) as under:
1. To carry on business in India and abroad as Manufactures,
Traders, Distributors, Dealers, Exporter, Importer, Suppliers, Brokers, Stockiest &
Commission agent, Agency business, processors installation, Selling & Marketing
Business, Assembling, Develop, Electrical, Electronic and Instrumentation items, LED
Package and LED Lighting Product, Lamps, Street Lights, Display Panels, Modules,
Electronic Products, Accessories and other components and devices, Engineering product
goods, Plant & Machinery, Equipment, Apparatus and other Gadgets, Appliances,
Accessories, Electronic Organisers, Contractors, Light Fitting, erect, to expend money in
experimenting upon and testing and in improving or seeking to improve any patents
inventions or any other Electrical or Green Power Projects or Products to be used in such
Electrical or Green Power Projects. Further, to carry on the business of trading, sales,
and supplies of goods and services in India and abroad, also carry on work as civil
construction contractors, infrastructure contractors, contractors for any kind of work in
construction or engineering projects.
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
expansion has decided that it would be prudent, not to recommend any Dividend for the year
under review.
6. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATECOMPANY:
i. During the year under the review, the Company has 1(one) Subsidiary
Company named Artemis Opto Electronic Technologies Private Limited.
ii. During the financial year under review, there were no additions in
the subsidiaries or Joint Venture. However, during the FY 2023-24, the company has
associated with “PKH Projects LLP” by contributing 23% of shares in the said LLP
vide Agreement dated 09th March, 2024.
iii. There were no Companies which ceased to be
Subsidiary/Associates/Joint Ventures of the Company.
iv. 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. v.
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, 2024, and the date of this Directors' Report, that the
Company has redeemed 0% Optionally Unsecured Unlisted Convertible Debentures (OCD) of face
value of 100 each and the same is more specifically described in the Notes no 18 of the
Standalone Financial Statement.
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, 2024 can be
accessed at http://www.artemiselectricals.com/.
11. CHANGES IN SHARE CAPITAL:
| Particulars |
As at 31 March 2024 |
|
Number of Shares |
Rs. (In lakhs) |
| Shares outstanding at the beginning of the year @ Rs. 1/-
per share |
25,10,36,900 |
2,510.37 |
| Changes during the year |
- |
- |
| Shares outstanding at the end of the year @ Rs. 1 per
share, |
25,10,36,900 |
2,510.37 |
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
a) APPOINTMENT/CHANGE IN DESIGNATION OF DIRECTORS/KMP:
During the year under review, following changes took place in the
management of Board of Directors: -
| DIN |
Name of Director |
Designation |
Nature |
Date of Appointment/ Change in
designation/Cessation (with effect from) |
| 1. 00845482 |
Mr. Pravin Kumar Brijendra Kumar Agarwal |
Executive Director |
Cessation* |
07.06.2023 |
| 2. 07775553 |
Mr. Sachin Anant Nivalkar |
Non- Executive Non Independent Director |
Appointment** |
07.06.2023 |
| 3. 09292428 |
Mr. Deepak Kumar |
Non- Executive Non- Independent |
Change in Designation*** |
01.10.2023 |
| 4 BULPK2183A |
Ms. Alheena Khan |
Company Secretary & Compliance Officer |
Cessation**** |
30.06.2023 |
| 5 AUEPB8631N |
Ms. Sonal Jain |
Company Secretary & Compliance Officer |
Appointment***** |
01.07.2023 |
* Mr. Pravin Kumar Brijendra Kumar Agarwal resigned from the office of
Executive Director w.e.f 07th June 2023 during the of Financial Year 2023-24.
** Mr. Sachin Anant Nivalkar was regularized as a Non-Executive
Director at the 14th Annual General Meeting held on Saturday, 30th
September, 2023.
*** The Designation of Mr. Deepak Kumar (DIN: 09292428) was changed
from Independent Non-Executive Director to Non-Independent Non-Executive Director by
approval of member at the 14th Annual General Meeting held on Saturday, 30th
September, 2023.
**** Ms. Alheena Khan resigned from the Company on 30th June 2023, she
holds position of Company Secretary and Compliance Officer.
*****Ms. Sonal Jain appointed on 01st July 2023, she holds position of
Company Secretary and Compliance Office in the Company
b) DIRECTORS RETIRE BY ROTATION: i. Mr. Sachin Anant Nivalkar (DIN:
07775553), Non- Independent Non-Executive Director 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. Sachin Anant Nivalkar (DIN: 07775553), Non-
Independent Non-Executive Director
ii. The disclosures required pursuant to Regulation 36 of the SEBI
Listing Regulations and the Secretarial Standards on General Meeting (‘SS-2')
are given in the Notice of this AGM, forming part of the Annual Report. iii. Mr. Sachin
Anant Nivalkar (DIN: 07775553), Non- Independent Non-Executive Director is not debarred
from holding of office of Director pursuant to any Order issued by Securities and Exchange
Board of India, Ministry of Corporate Affairs, Reserve Bank of India or any other such
authority.
c) CURRENT STRUCTURE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
| DIN |
Name of Director/Key Managerial
Personnel |
Designation |
| 1 02082675 |
Mr. Krishnakumar Laxman Bangera |
Chairman Cum Non-Executive Independent Director |
| 3 07203370 |
Mr. Shivkumar Chhangur Singh |
Whole time Director |
| 4 07196456 |
Mr. Saideep Shantaram Bagale |
Non-Executive Non-Independent |
| 6 09292428 |
Mr. Deepak Kumar** |
Non-Executive Non-Independent |
| 7 08858855 |
Ms. Priyanka Yadav |
Non-Executive Independent Director |
| 8 07775553 |
Mr. Sachin Anant Nivalkar* |
Non-Executive Non Independent |
| 9 DIMPS8905K |
Mr. ShivkumarChhangur Singh |
Chief Financial Officer |
| 11 AUEPB8631N |
Ms. Sonal Jain*** |
Company Secretary & Compliance Officer |
* Mr. Sachin Anant Nivalkar appointed from the company on 07th June
2023, he holds position of Non-Executive Director and he was further regualarised as a
Director at the 14th Annual General Meeting. held on Saturday, 30th
September, 2023.
** The Designation of Mr. Deepak Kumar (DIN: 09292428) was changed from
Independent Non-Executive Director to Non-Independent Non-Executive Director by approval
of member at the 14th Annual General Meeting held on Saturday, 30th
September, 2023.
***Ms. Sonal Jain appointed on 01st July 2023, she holds
position of Company Secretary and Compliance Office in the Company.
13. MEETINGS OF THE BOARD OF DIRECTORS:
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 2023-24, 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 8 times on following
dates, 07th June, 2023, 30th June, 2023, 13th July, 2023,
14th August, 2023, 08th September, 2023, 17th October,
2023, 29th January, 2024 and 15th February, 2024.
The details of attendance of the Director at the meetings are held
during the year under review is stated herewith:
| Name of Directors |
Designation |
No. of Meeting attended |
| 1. Mr. Krishnakumar Bangera |
Chairman cum Independent- Non- Executive Director |
8 1 |
| 2. Mr. Pravinkumar Agarwal* |
Executive Director |
|
| 3 Mr. Sachin Nivalkar** |
Non-Executive Director- Non- Independent Director |
7 |
| 4 Mr. ShivkumarChhangur Singh |
Whole Time Director and Chief Financial Officer |
8 |
| 5 Mr. Saideep Shantaram Bagale |
Non-Executive Director- Non- Independent Director |
8 |
| 6 Ms. Priyanka Yadav |
Independent-Non-Executive |
8 |
| 7 Mr. Deepak Kumar*** |
Non-Independent-Non-Executive Director |
8 |
* Mr. Pravinkumar Agarwal resigned from Directorship with effect from
07th June, 2023 **Mr. Sachin Nivalkar appointed on the Board with effect from
07th June, 2023 *** The designation of Mr.Deepak Kumar was Changed by the
approval of Member at 14th Annual General Meeting Held on 30th
September, 2023 from Non Executive Independent Director to Non Executive Non-Independent
Director
14. DECLARATION OF INDEPENDENT DIRECTOR:
i. The Company has received necessary declarations from all the
Independent Directors on the Board of the Company confirming that they meet the criteria
of Independence as prescribed under Section 149 of the Companies Act, 2013 and the Rules
made there under and Regulation 16(1)(b) and other applicable regulations, if any, of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended. The Independent Directors have also confirmed that they are
not aware of any circumstance or situation which exists or may be reasonably anticipated
that could impair or impact their ability to discharge their duties.
ii. Further, the Independent Directors have also submitted a
declaration in compliance with the provision of Rule 6(3) of Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, which mandated the inclusion of an
Independent Director's name in the data bank of persons offering to become
Independent Directors, of Indian Institute of Corporate Affairs (“IICA”) for a
period of one year or five years or life time till they continue to hold the office of an
Independent Director and also completed the online proficiency test, conducted by Indian
Institute of Corporate Affairs, wherever applicable.
iii. The Board of Directors, based on the declaration(s) received from
the Independent Directors, have verified the veracity of such disclosures and confirmed
that the Independent Directors fulfill the conditions of independence specified in the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Companies Act, 2013, as amended and are independent from the
management of the Company.
iv. In the opinion of the Board, all the Independent Director are
persons possessing attributes of integrity, expertise and experience (including
proficiency) as required under the applicable laws, rules and regulations. v. The terms
and conditions of the said appointment are hosted on website of the Company
https://www.artemiselectricals.com.
15. ANNUAL PERFORMANCE EVALUATION:
i. 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.
ii. 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:
a. Attendance at the Board Meetings and Committee Meetings; b. Quality
of contribution to Board deliberations; c. Strategic perspectives or inputs regarding
future growth of Company and its performance; d. 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:
The Board of Directors has constituted Board Committees to deal with
specific areas and activities which concern the Company and require closer review. The
Board Committees are formed with the approval of the Board, and they function under their
respective Charters. These Committees play an important role in the overall management of
the day-to-day affairs and governance of the Company. The Board Committees meet at regular
intervals and take necessary steps to perform the duties entrusted to them by the Board.
The minutes of the Committee meetings are presented to the Board for review. 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 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.
The Committee is constituted/reconstituted in line with the
requirements mandated by the Act and of the Listing Regulations.
During the financial year 2023-24, the Committee met 5 (Five) times on
26th April, 2023, 13th July, 2023, 14th August, 2023, 17th
October, 2023, 15th February, 2024.
The composition of Audit Committee as on 31st March, 2024:
| Name of Committee members |
Position in Committee |
Designation in Board |
| Mr. Krishnakumar Laxman Bangera |
Chairman |
Non-Executive - Independent Director |
| Mr. Sachin Anant Nivalkar |
Member |
Non-Executive - Non Independent Director |
| Mr. Priyanka Yadav |
Member |
Non-Executive - Independent Director |
The attendance of the members at the Meeting of Audit Committees held
during the FY 2023-24:
| Name of the Director |
Position in Committee |
No. of Meeting attended |
| Mr. Krishnakumar Bangera |
Chairman |
5 |
| Mr. Pravinkumar Agarwal (Cessation as a Member w.e.f.
07.07.2023) |
Member |
1 |
| Mr. Sachin Anant Nivalkar (Appointed as a Member w.e.f.
07.07.2023) |
Member |
4 |
| Mr. Deepak Kumar (Cessation as a Chairman w.e.f.
08-09-2023) |
Member |
3 |
| Ms. Priyanka Yadav (Appointed as a Member w.e.f
08.09.2023) |
Member |
2 |
NOMINATION AND REMUNERATION COMMITTEE:
The Committee is constituted/reconstituted 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 2023-24, the Committee met 3 (Three) times on
07th June, 2023, 30th June, 2023 and 08th September, 2023.
The Nomination and Remuneration Committee comprises of the following as
on 31st March, 2024:
| Name of Director |
Position in Committee |
Designation in Board Non-Executive -
Independent |
| Ms. Priyanka Yadav |
Chairman |
Director |
| Mr. Krishnakumar Laxman Bangera |
Member |
Non-Executive - Independent Director |
| Mr. Saideep Shantaram Bagale |
Member |
Non-Executive - Non Independent Director |
The Attendance of the members at the Meeting of Nomination and
Remuneration Committee held during the FY 2023-24:
| Name of the Director |
Position in Committee |
No. of Meeting attended |
| Ms. Priyanka Yadav (Appointed as a Chairperson w.e.f.
08.09.2023) |
Chairperson |
0 |
| Mr. Deepak Kumar (Cessation as a w.e.f. 08.09.2023) |
Ex-Chairperson |
3 |
| Mr. Krishnakumar Bangera |
Member |
3 |
| Mr. Saideep Shantaram Bagale |
Member |
3 |
STAKEHOLDER RELATIONSHIP COMMITTEE:
Stakeholders' Relationship Committee of the Company was
constituted by the Board in compliance with the provisions of Section 178 of the Companies
Act, 2013 read with Regulation 20 of the Listing Regulations, to look into the redressal
of shareholders'/ investors' complaints, such as transfer of securities,
non-receipt of dividend, notice, annual reports and all other securities holder related
matters
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
26th April, 2023, 08th September, 2023 and 17th October,
2023.
The composition and attendance of the members of the Stakeholders'
Relationship Committee for the financial year 2023-24 is as follows:
| Name of the Director |
Position in Committee |
Designation in Board |
No. of Meeting attended |
| Mr. Saideep Shantaram Bagale |
Chairman |
Non-Executive - Non- Independent Director |
3 |
| Mr. Krishnakumar Bangera |
Member |
Non-Executive - Independent Director |
3 |
| Mr. Shivkumar Chhangur Singh |
Member |
Whole Time Director |
3 |
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The CSR Committee comprises of Mr. Deepak Kumar, Mr. Krishnakumar
Bangera and Mr. Shivkumar Singh. The Committee. During the year under review, the company
was not required to spend any amount as Corporate Social Responsibility as per Section 135
of Companies Act, 2013
During the financial year 2023-24, the Committee met twice on 26th
April, 2023 and 30th March, 2024.
The composition and attendance of the members of the CSR Committee for
the financial year 2023-24 is stated as follows: -
| Name of the Director |
Position in Committee |
Designation in Board |
No. of Meeting |
| Mr. Deepak Kumar |
Chairperson |
Non-Executive - Non Independent Director |
2 |
| Mr. Krishnakumar Bangera |
Member |
Non-Executive - Independent Director |
2 |
| Mr. Shivkumar Singh |
Member |
Whole Time Director |
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' RESPONSIBILITY STATEMENT:
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) They have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and 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/policies/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 2023-24, 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. STATUTORY AUDITOR:
The Statutory Auditors of the Company, M/s. LLB & CO., Chartered
Accountant, Mumbai (FRN No: 117758W), had been appointed at the 14th Annual
General Meeting held on Saturday, 30th September, 2023 for a term of first five
consecutive years i.e 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: As per the auditors recommendation the fixed asset
register is under updation process.
1b. According to the information and explanations given to us and on
the basis of our examination of the records of the Company, the Company does have a
regular programme of physical verification of its Property, Plant and Equipment by which
all property, plant and equipment are verified in a phased manner. However, the company
has not maintained proper records showing full particulars, including quantitative details
and situation of PPE as on 31st March 2024. In the absence of details, we are unable to
comment on position of PPE.
Board's Reply: The Company shall appoint suitable agencies for
maintaining Property, Plant and Equipment (PPE) records.
1d. 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 not revalued
its Property, Plant and Equipment (including Right-of-use assets) during the year.
Board's Reply: There is no significant change in the value of the
asset, Thus the company has not revalued its Property, Plant and Equipment (including
Right-of-use assets) during the year.
2a. Proper records of inventory are not maintained by the company. As
explained to us, the discrepancies identified in physical stocks as compared to records
maintained are properly dealt in the books of accounts. However, in the absence of
details, we are unable to comment on inventory.
Board's Reply: The details of inventories is duly maintained by
the management, Further the management shall take additional steps to ensure the
deficiencies for the observation.
7a According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts deducted / accrued
in the books of account in respect of undisputed statutory dues including Goods and
Services Tax (‘GST'), Income-tax, Duty of Customs, Cess, Provident fund,
Employees' State Insurance and other material statutory dues have generally been
regularly deposited with the appropriate authorities except mentioned below. a) The
company has failed to pay TDS on time for Q1, Q2, Q3 & Q4 amounting to Rs. 88.,096,
Rs. 1,59,859/-, Rs. 14,557/- and Rs. 51,697/- respectively.
b) The company has failed to pay Professional Tax from past couple of
years amounting to Rs. 51,957/-
Board's Reply: Due to unavoidable circumstance 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 Appellate Authority upto 2018-19 and
2020-21 Commissioner's level |
| Good and Service Tax Act, 2017 |
Goods and Service Tax |
482.97 |
Financial Year from Appellate Authority upto 2017-18 to
2021-22 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
2024.
Board's Reply: The Company has made adequate Internal Financial
Control, However 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:
The report of Internal Auditor issued and the same has been reviewed by
Audit Committee 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, 2024. 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 delayed filing with
Regulation 24A, 33, 29(2), 29(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and fine was paid by the Company due to delayed
compliances.
Board Reply: - The delay is happened majorly delay in audit process.
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 2023-24 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, 6 and 16 to the financial statement.
32. RELATED PARTY TRANSACTIONS:
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. -NIL b) Benefits derived as a result of the above efforts, e.g., product
improvement, cost reduction, product development, import substitution, etc.-NIL 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: NIL
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) |
- |
- |
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. Shivkumar Singh, Whole Time
Director & CFO, 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. 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.
42. 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.
43. 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
44. 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 2023-24 and Bombay Stock Exchange Impose the Fines:
| Compliance Requirement (Regulations/ circulars/ guidelines
including specific clause) |
Deviations |
Details of Violation |
Fine Amount |
Management Response |
| 1 Regulation 24A of SEBI(LODR) Regulations, 2015, the
listed entity shall submit a secretarial compliance report in such form as specified, to
stock exchanges, within sixty days from end of each financial year. |
The Company has made delayed submission of the report |
The Company has not submitted the report in the specified
time frame |
Rs. 98,000 (inclusiv e of GST) |
Due to delay in Finalisation of Financial Results. |
| 2 Regulation 33 of SEBI (LODR) Regulations, 2015, the
listed entity shall submit quarterly and year to date standalone financial results to the
Stock exchange within 45 days of end of each quarter (other than last quarter) along with
limited review report or Audit report as applicable. |
The Company has made delayed submission of the standalone
financial results for the Financial year and Quarter ended March 2023 |
The Company has not submitted the disclosure in the
specified time frame |
Rs. 2,59,600 (inclusiv e of GST) |
Delay in finalisation of Financial results due to
statutory audit queries pertaining to debenture issue, as well as shareholders' queries
regarding specific documents/discrepancies. |
| 3 Regulation 29(2) 29(3) of SEBI (LODR)
Regulations,2015-The Company shall give an advance notice of atleast 5 days for Financial
Results |
The Company has made a delayed intimation of the Board
Meeting in the month of July 2023 for the quarter and year ended 31st March,
2023 |
The Company has not submitted the disclosure in the
specified time frame |
11,800 (inclusiv e of GST) |
Meeting held at Shorter notice and without Intimation |
| 4 Regulation 33 of SEBI (LODR) Regulations, 2015, the
listed entity shall submit quarterly and year to date standalone financial results to the
Stock exchange within 45 days of end of each quarter (other than last quarter) along with
limited review report or Audit report as applicable. |
The Company has made delayed submission of the standalone
financial results for the Quarter ended 31st December 2023 |
The Company has not submitted the disclosure in the
specified time frame |
Rs. 11,800 (inclusiv e of GST) |
The Unaudited Financial Results for the quarter ended
December 31, 2023 was delayed in submission to Stock exchange because the Limited
Review Report by Statutory Auditor for the relevant quarter was not placed
before the Board on due time |
| 5 Regulation 29(2) 29(3) of SEBI (LODR)
Regulations,2015-The Company shall give an advance notice of atleast 5 days for Financial
Results |
The Company has made a delayed intimation of the Board
Meeting in the month of Feb 2024 for the quarter ended 31st Dec, 2023 |
The Company has not submitted the disclosure in the
specified time frame |
11,800 (inclusiv e of GST) |
Meeting held at Shorter notice and without Intimation |
b. Details of utilization of funds raised through preferential
allotment or qualified institutions placement as specified under Regulation32 (7A):
Not Applicable.
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.
| Place: Mumbai |
Sd- |
For and on behalf of the Board of Directors |
| Dated: 05-09-2024 |
Saideep Shantaram Bagale |
Artemis Electricals and Projects Limited (Formerly |
|
Director |
Known as Artemis Electricals Limited) |
|
DIN: 07196456 |
Sd/- |
|
|
Shiv Kumar Singh |
|
|
Whole Time Director & Chief |
|
|
Financial Officer |
|
|
DIN: 07203370 |
|