The Directors submit herewith their Report on the business and operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2023.
Financial Results and Future Outlook
The company's financial performance, for the year ended 31st March, 2023 is summarized as below:
01. Financial Results
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PARTICULARS
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2022-2023
(Amount. in Lakhs)
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2021-2022
(Amount. in Lakhs)
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Income
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4644.02
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5206.50
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Expenditure
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4239.73
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4860.86
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Depreciation & Amortization
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25.57
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24.32
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Profit Before Tax
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404.29
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345.64
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Tax Expenses (including provisions)
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112.94
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101.90
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Deferred Tax
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-0.64
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1.35
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Profit after Tax
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283.72
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242.39
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YEAR UNDER REVIEW
During the year under review, the company has achieved total income of Rs. 4644.02 [in lakhs] as against Rs.5206.50 [in lakhs] in the previous year.
The company has made net profit after tax of Rs. 283.72 [in lakhs] as against Rs. 242.39 [in lakhs] in the previous year.
DIVIDEND
Considering the necessity of conservation of resources for the future growth and expansion of the Company, your Board do not recommend dividend Equity Shares of the Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There was no such amount lying unpaid/unclaimed for a period of seven years which is due for transfer to Investor Education and Protection Fund, pursuant to section 124 (5) of the Companies Act, 2013.
RESERVES
Under the head of Reserves & Surplus of Balance Sheet, the Profit/ Loss of current year is transferred to the said account as being Reserves and Surplus treated as Balancing Accumulated Profit or Loss.
CHANGES IN THE NATURE OF BUSINESS
The Company has not changed its business activities during the year and also have no plans to change the nature of business of the Company in near future.
MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
1. The Authorized share capital of the Company was increased from Rs. 10,00,00,000/-(Rupees Ten Crore only) to Rs. 26,00,00,000/- (Rupees Twenty-six Crore only) after closing of financial year.
2. Bonus Share were allotted to Existing Shareholder in the Ratio of 1:6, the allotment was approved by Shareholder in the EGM dated 01st date of June 2023 and the Issued Capital has increased from 1815000 Equity Shares of 10 each to 12705000 Equity Shares of 10 each.
3. Further there was Private placement offer which was allotted on 05th Day of June 2023 and 17th day of June 2023, and subsequently the issued, subscribed and paid up capital is increased from 127050000 to 135205200 after the closure of Financial year.
4. After Closure of Financial year following changes taken place in the Board of the company.
a) There is change in designation of Mr. Bipin Bihari Das Mohapatra (DIN: 01844092) from Director to Managing Director of the Company w.e.f 10th June, 2023 and also Mrs Chaitali Bipin Das Mohapatra was re-designated as Executive Director wef 10th June, 2023.
b) Mr. Rabi Narayan Bastia, and Mr. Manayil Madathil Babunarayanan were appointed as an Independent Director w.e.f 10th May, 2023
c) Mr. Joseph Joseph Maprayil (Din-08346458) was appointed as Non-Executive Director w.e.f 10th May, 2023.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY’S OPERATIONS IN FUTURE
There are no such orders passed by the aforesaid authorities against the Company which shall have the impact on the going concern status of the Company in future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.
The Company has in place adequate internal financial controls with reference to financial statements.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND PERFORMANCE THERE OF
The Company has no subsidiary/Joint Venture/Associate Companies.
AUDITORS’ REPORT
The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.
AUTHORISED SHARE CAPITAL
The Authorized Share Capital of your Company was increased from Rs. 2,00,00,000 (Rupees Two Crore only) to Rs. 10,00,00,000 (Rupees Ten Crore only) during the year under review. Consequent to the above, the Authorized Share
Capital of your Company as on March 31, 2023 stood at Rs. 10,00,00,000/- (Rupees Ten Crore only) divided into 100,00,000 (One Crore) equity shares of the face value of Rs. 10/-(Rupees Ten Only)each.
PAID-UP SHARE CAPITAL
The Paid-up Share Capital of your Company during the year was 18150000 i.e. 1815000 Equity share of Rs. 10 each.
ALTERATION OF MEMORANDUM OF ASSOCIATION:
1) The Share Capital Clause of the Memorandum of Association (“MOA”) of your Company was altered in order to reflect increase in Authorized Share Capital from Rs. 2 CR to Rs. 10 CR
2) The Name Clause of your Company was also changed from Akanksha Power And Infrastructure Private Limited To Akanksha Power And Infrastructure Limited pursuant to conversion of Company from Private Limited to Public Limited
ALTERATION OF ARTICLES OF ASSOCIATION:
1) The Authorized Share Capital as stated in the Articles of Association (“AOA”) of your Company was altered to make it consistent with the capital clause viz. Clause V (a) of MOA of the Company.
2) The Articles was Altered pursuant to conversion of company from Private Limited Company to Public Limited Company, also there was adoption of New set of Articles as per Companies Act 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year Mr. Rishi Raj Singh Bhati (DIN-09846404) was appointed As Executive Director & Chief Executive Officer w.e.f 10th January, 2023.
Except above there were no changes among the Directors and Key Managerial Personnel during the financial year under review.
Further no directors were disqualified under section 164 of the Companies Act, 2013 from appointing as a director during the financial year under review.
BOARD EVALUATION
Pursuant to the provisions of Rule 8 of The Companies (Accounts) Rules, 2014, The Board Evaluation Report is not applicable in the case of the Company as the paid up Capital of the Company is less than Rs.25 Crores.
NO. OF BOARD MEETINGS HELD DURING THE YEAR
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Board of Directors meet Eight (8) times during the year 2022-23.
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SR NO.
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DATE OF MEETING
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PRESENT DIRECTORS
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1
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24/06/2022
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2
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2
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08/09/2022
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2
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3
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15/11/2022
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2
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4
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07/01/2023
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2
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5
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01/02/2023
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3
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6
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15/02/2023
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3
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7
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18/02/2023
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3
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8
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24/03/2023
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3
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PARTICULARS OF LOANS. GUARANTEES OR INVESTMENT
a. The Company has not provided any loan to any other Bodies Corporate.
b. The Company has not provided any Guarantee to any bodies corporate and firm as on March 31, 2023.
c. The Company has not made any investment in a bodies corporate.
FORMATION OF VARIOUS COMMITTEES:
The Board is in the process of formation of various committees as per requirements of Companies Act 2013 and under SEBI (LODR) Regulations, 2015.
Following is the List of committees formed:
1. Audit Committee
2. Nomination and Remuneration Committee (NRC)
3. Stakeholder Relationship Committee (SRC)
FORMULATION OF VARIOUS POLICIES:
During the Financial year under review the company is not require to implement any policy. However, the company is intending to get listed on
the SME platform of BSE/NSE (EMERGE) in the current financial year, therefore the Board of Directors of the company is in process to implements various policies for ensuring greater standard of corporate governance in the company. The policies will be formed as per the provisions of the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, & SEBI (Listing Obligations and Disclosure Requirements).
In practice of ethical business practices, the Board of directors and committees require to formulate various policies to ensure the transparency, fairness in the operations of the business while retaining its competitive advantage in the market.
The Company shall require to formulate a following policies as follows.
1. Vigil mechanism and whistle blower policy
2. Code of conduct for board of directors and senior management personnel
3. Policy for determination of materiality
4. Policy to promote diversity on the board of directors
5. Code of practices and procedures for fair disclosure of unpublished price sensitive information
6. Familiarization program for independent directors
7. Insider trading policy
8. Familiarization Program for Independent Directors
9. Policy for Preservation and Archival of Documents
10. Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions.
11. Policy on Procedure of Inquiry in case of Leak of Unpublished Price Sensitive Information
12. Policy on Terms and Conditions of Appointment of Independent Directors
13. Policy on Prevention of Sexual Harassment of Women at Workplace
14. And such other policies as and when necessary to formulate.
PARTICULARS OF CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES:
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.
DIRECTORS’ RESPONSIBILITY STATEMENT
As required by clause (c) of Subsection (3) of Section 134 of the Companies Act, 2013, your Directors state and confirm as under:
a. that in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that directors have 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 as at March 31, 2023 and of the Profit of the Company for the year ended on that date;
c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis;
e. that 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.
STATUTORY AUDITOR
M/S Dileep & Prithvi, Chartered Accountants, Mumbai (Firm Registration No. 122290W), were appointed as Statutory Auditors of the Company. The company offers themselves reappointment to hold the office of the auditors for one year to do the audit for the financial year 2023-24 from the conclusion of the ensuing annual general meeting until the conclusion of the annual general meeting to be held for FY 2023-24 on such remuneration as may be determined by the Board of Directors of the Company.
The company has approached Statutory Auditors M/S Dileep & Prithvi, Chartered Accountants, Mumbai (Firm Registration No. 122290W) to do the audit for the financial year 2023-24, and the company has received confirmation to the effect that they are eligible to be appointed and that they have not been disqualified in any manner from continuing as Statutory Auditors.
The members are requested to appoint the statutory auditors for the financial year 2023-24 as aforesaid and fix their remuneration.
The auditors' report is unmodified, i.e., it does not contain any qualification, reservation, or adverse remark.
SECRETARIAL AUDIT
In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Secretarial Audit is not applicable to the Company.
RISK MANAGEMENT
The Company manages, monitors and reports on the principal risks and uncertainties that can impact its abilities to achieve its strategic objectives. No such risk has been identified during the year.
CORPORATE SOCIAL RESPONSIBILITES
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions pursuant to section 135(1) of the Companies Act, 2013 are not applicable.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(3) (m) of the Companies Act, 2013 do not apply to our Company. Details of the conservation of energy, technology absorption, foreign exchange earnings and outgo given as annexure A during the year under review.
PARTICULARS OF EMPLOYEE REMUNERATION
None of the employees of the Company is in receipt of remuneration as defined in rule 5 subrule (2) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDR ESS All ACT. 201 3
The Company is committed to provide a safe and conducive work environment to its Ýemployees. During the year under review. Your Directors further state that during the year under review, there were no cases filed pursuant to the sexual Harassment of women at workplace (Prevention, Prohibition and redressalj Act, 2013
ACKNOWLEDGEMENT
Your directors place on record their appreciation for the contribution of its employees for the growth of the Company and also wish to thank its customers, investors, Banks and Financial Institutions for their continued support and faith reposed in the Company.
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