To
The Members,
The Directors present the 16th Annual Report together with the audited financial statements (standalone and consolidated) for the financial year ended March 31, 2024, of Akanksha Power and Infrastructure Limited (hereinafter may be referred to as "APIL” or the "Company”).
The above audited financial results of financial year 2023-24 of the Company have been reviewed by the Audit Committee and approved by the 'Board of Directors' ("the Board”) of the Company at their meetings held on June 10, 2024. The statutory auditors have issued an opinion that financial statements give true and fair view in conformity with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act.
REVIEW OF STANDALONE AND CONSILIDATED ANNUAL FINANCIAL PERFORMANCE AND THE STATE OF COMPANY'S AFFAIRS
The consolidated revenue for FY 2023-24 was Rs. 5,653.13 lakhs, higher by 22.64% over the previous financial year's revenue of Rs. 4,609.44 lakhs. The standalone revenue for FY 2023-24 was Rs. 5,345.66 lakhs, higher by 15.97% over the previous financial year's revenue of Rs. 4,609.44 lakhs.
The consolidated other income increased to Rs. 92.71 lakhs from Rs. 34.58 lakhs and standalone other income increased to Rs. 92.36 lakhs from Rs. 34.58 lakhs in the previous year.
The consolidated earnings before interest, tax, depreciation and amortization (EBITDA) (excluding other income) were Rs. 562.97 lakhs as compared to Rs. 513.96 lakhs in the previous year. The standalone earnings before interest, tax, depreciation and amortization (EBITDA) (excluding other income) were Rs. 525.11 lakhs as compared to Rs. 513.96 lakhs in the previous year.
The standalone borrowings decreased to Rs. 1,447.06 lakhs from Rs. 1,527.68 lakhs in the previous year. The main cause of the decreased borrowings was the booking of more orders, which had caused the providing of more margin's money for bank guarantees.
For Consolidated Financial Statements the profit before tax (PBT) was Rs. 412.51 lakhs, as against Rs. 396.02 lakhs in the previous year. For Standalone Financial Statements the profit before tax (PBT) was Rs. 376.26 lakhs, as against Rs. 396.02 lakhs in the previous year. For Consolidated Financial Statements the profit after tax (PAT) was Rs. 266.93 lakhs, as against Rs. 283.72 lakhs in the previous year. For Standalone Financial Statements the profit after tax (PAT) was Rs. 266.13 lakhs, as against Rs. 283.72 lakhs in the previous year.
For Standalone Financial Statements the earning per share (EPS) was Re. 1.82 as against Re. 2.23 in the previous year.
The liquidity of the Company is supported by 185.185 lakhs equity shares of the Company. As on March 31, 2024, the market value of these shares was Rs. 14,342.59 lakhs and the book value were Rs. 1,851.85 lakhs.
KEY FINANCIAL RATIOS
The details of the key sector-specific financial ratios are given in the respective notes to the standalone and Consolidated financial statements of the Company.
OPERATIONS AND BUSINESS OVERVIEW AND PERFORMANCE
The Company is involved in the business of manufacturing and providing metering solutions, and also undertaking 'engineering construction and contracts' on turnkey basis for the power sector (core business division). The Company has also been involved in making strategic investment activity, wherein investments are made in shares and securities, on the basis of a thorough and systematic evaluation by the Company, professional experts and the management on an on-going concern basis with dedicated personnel and technical staff.
The operational and business overviews including performances of the Company have been appropriately described in the report on management discussion and analysis, which forms part of this report.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the business of the Company in FY 2023-24.
DIVIDEND
The Board does not recommend any dividend for FY 2023-24.
SHARE CAPITAL
During the year the company increased its authorized share capital from Rs. 10,00,00,000 (Rupees Ten Crore) divided into 1,00,00,000 equity shares to Rs. 26,00,00,000 divided into 2,60,00,000/- (Two Crore Sixty lakh) equity shares having face of Rs. 10/- (Rupees Ten Only). Members signifies their consent for such increase in the Extra Ordinary General Meeting held on Wednesday, April 26, 2023.
The paid-up equity share capital of the Company has increased to Rs. 18,51,85,200/- consisting of 18,518,520 equity shares of Re.10/- (Rupee Ten only) during FY 2023-24.
ISSUE OF SHARES DURING THE FINANCIAL YEAR
During the year company was come up with bonus issue of 1,08,90,000 equity shares in the ratio of 1:6 and same was allotted on June 1, 2023.
Private Placement
Thereafter the Company raised funds of Rs. 4,07,76,000/- (Rupees Four Crore Seven Lakh Seventy- Six thousand only) (Including a premium of Rs. 3,26,20,800) and allotted 8,15,520 equity shares on private placement basis at Rs. 50/- per equity shares including a premium of Rs. 40/- per share, having a face value of Rs. 10/- each in Two instalments as follows:
Initial Public Offer (IPO)
And on December 27, 2023, the Company offered 4998000 equity shares (fresh issue) to the public on Initial Public Offer basis. Issue was oversubscribed by 117.39 times. On December 29, 2023, and equity shares successfully got listed on NSE Limited (SME Platform) January 03, 2024.
Our Company's IPO was one of the most successful IPO in the FY 2023-24.
During the period under review, your Company has not bought back any of its securities/has not issued any Sweat Equity Shares / has not issued any Bonus Shares/ has not issued shares with differential voting rights and there has been no change in the voting rights of the shareholders.
DEMATERIALIZATION OF SHARES & LIQUIDITY
On March 31, 2024, no share of Company was held in physical form. The Promoters & Promoters- group shareholding was also fully dematerialized. The aggregate dematerialized shareholding of the Company stood at 100%. Brief position of Company's dematerialized shares is given below:
LISTING ON STOCK EXCHANGE
The Company's equity shares are listed on NSE Limited (SME Platform) on January 03, 2024. The Company has paid the Annual Listing fees to the Stock Exchange.
TRANSFER TO RESERVES
The Company was profits of the Company to General Reserves as follows:
FAMILIARIZATION PROGRAMS FOR INDEPENDENT DIRECTORS
The Board familiarization program comprises of the following:
• Induction program for new Independent Directors;
• Presentation on business and functional issues;
• Updating of business, branding, corporate governance, regulatory developments and investor relations matters.
All new Independent Directors are taken through a detailed induction and familiarization program when they join the board of your Company. The induction program is an exhaustive one that covers the history and culture of your Company, background of the Company and its growth over the decades, various milestones in the Company's existence since its incorporation, the present structure and an overview of the businesses and functions.
Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company by providing various presentations at board/committee meetings from time to time. These presentations provide a good understanding of the business to the Independent Directors which covers various functions of the Company and also an opportunity for the board to interact with the next level of management. There are opportunities for Independent Directors to interact amongst themselves.
Apart from the above, the Directors are also given an update in the environmental and social impact of the business, branding, corporate governance, regulatory developments and investor relations matters.
DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE
Following relationships exist between Executive and Non-Executive Directors:
None of the Independent Directors are related to each other or with any other Executive Directors. DECLARATION BY INDEPENDENT DIRECTORS
Necessary declarations from each Independent Director of the Company are received, confirming that he/she met with the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and under regulation 16(1)(b) of the Listing Regulations, 2015.
CODE OF CONDUCT FOR INDEPENDENT DIRECTORS
The Company has also placed the Code of Conduct for Independent Directors. This Code is a guide to professional conduct for Independent Directors. Adherence to these standards by Independent Directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and Companies in the institution of Independent Directors.
INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, your Company was not required to transfer any funds to Investor Education and Protection Funds (IEPF).
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2023-24, the Board of Directors of your Company met Thirty Times which were held on 01.04.2023, 02.04.2023, 05.04.2023, 11.04.2023, 18.04.2023, 28.04.2023,
01.05.2023, 10.05.2023, 17.05.2023, 01.06.2023, 01.06.2023, 05.06.2023, 17.06.2023,
19.06.2023, 30.06.2023, 29.08.2023, 05.09.2023, 23.09.2023, 26.09.2023, 05.10.2023,
19.10.2023, 20.11.2023, 29.11.2023, 14.12.2023, 14.12.2023, 20.12.2023, 26.12.2023,
01.01.2024, 02.01.2024, 28.02.2024. The details of attendance of each Director at Board Meetings held in the Financial Year and the last Annual General Meeting are as under:
GENERAL MEETING HELD DURING THE LAST THREE FINANCIAL YEARS-
During the previous year under review, no resolutions were proposed and passed through Postal Ballot. None of the business items proposed required approval through postal ballot as per the provisions of Companies Act, and rules framed there under.
EXTRA-ORDINARY GENERAL MEETING HELD DURING THE FY 2023-24:
BOARD COMMITTEES
During the Financial Year under review, the Board had following Committees:
a) Audit Committee
b) Stakeholders Relationship Committee
c) Nomination and Remuneration Committee
The board decides the term of reference of these committees and assignment of its members thereof.
A) Audit Committee
Composition, meetings and attendance
The Audit Committee of your Company has been constituted as per the requirements of Section 177 of the Companies Act, 2013 and SEBI Listing Regulations. The Chairman of the Audit Committee is an Independent Director and Two-Thirds of the members of the Audit Committee are Independent Directors. During the Financial Year 2023-24, the Committee met 4 times.
The Composition of the Audit Committee as on March 31, 2024 are as follows:
The Company Secretary of the Company acted as the Secretary to the Committee.
Terms of Reference:
The broad terms of reference of the Audit Committee include the following as has been mandated in Section 177 of the Companies Act, 2013 and SEBI Listing Regulations:
1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:
i. Matters required to be included in the Director's Responsibility Statement to be included in the board's report in terms of Clause (c) of Sub-Section 3 of Section 134 of the Companies Act, 2013;
ii. Changes, if any, in accounting policies and practices and reasons for the same;
iii. Major accounting entries involving estimates based on the exercise of judgment by management;
iv. Significant adjustments made in the financial statements arising out of audit findings;
v. Compliance with listing and other legal requirements relating to financial statements;
vi. Disclosure of any related party transactions;
vii. Qualifications in the draft audit report.
5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.
6. Reviewing, with the management, the statement of uses/application of fund raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/draft prospectus/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this regard.
7. Review and monitor the auditor's independence, performance and effectiveness of audit process.
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management system;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
14. Discussion with internal auditors any significant findings and follow up there on.
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
16. Discussions with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and Directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.
19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditors and review of the financial statements before submission to the board;
20. Approval of appointment of CFO (i.e. the whole-time Chief Financial Officer) or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
21. To investigate any other matters referred to by the Board of Directors;
22. Consider and comment on rational, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.
23. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and/or is mandated by the board from time to time and/or enforced by any statutory notification, amendment or modification, as may be applicable.
The Audit Committee shall mandatorily review the following information:
a. Management discussion and analysis of financial information and results of operations;
b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;
c. management Letters of internal control weaknesses issued by the statutory auditors;
d. Internal audit reports relating to internal control weaknesses; and
e. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.
B) Stakeholders Relationship Committee
Composition, Meetings and attendance
The Stakeholder's Relationship Committee of your Company has been constituted as per the requirements of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations. The Chairman of the Committee is an Independent Director. During the Financial Year 2023-24, the Committee met 2 times.
The composition of the Stakeholder's Relationship Committee as on March 31, 2024 are as follows:
The Company Secretary of the Company acted as the Secretary to the Committee Terms of Reference
The terms of reference of the Stakeholders Relationship Committee includes the matters specified under Regulation 20 of SEBI Listing Regulations, 2015 as well as Section 178 of the Companies Act, 2013.
i. Consider and resolve grievance of security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.;
ii. Review of measures taken for effective exercise of voting rights by shareholders;
iii. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by Registrar and Share Transfer Agent;
iv. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;
v. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;
vi. To handle the grievance of the stakeholders in connection with the allotment and listing of shares;
vii. Ensure proper and timely attendance and redressal of investor queries and grievance;
viii. Carrying out any other functions contained in the Companies Act, 2013 and/or other documents (if applicable), as and when amended from time to time; and
ix. To approve, register, refuse to register transfer or transmission of shares and other securities;
x. To review, approve or reject the request for split, sub-divide, consolidate, renewal and or replace any shares or other securities certificate(s) of the Company;
xi. To authorize affixation of common seal of the Company;
xii. To issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company;
xiii. To approve the transmission of shares or other securities arising as a result of death of the sole/any join shareholders;
xiv. To dematerialize the issued shares;
xv. To do all other acts and deeds as may be necessary or incidental to the above;
xvi. To perform such functions as may be delegated by the Board and to further delegate all or any of its power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s); and
xvii. Such terms of reference as may be prescribed under the Companies Act, 2013 and SEBI Listing Regulations or other applicable law.
The stakeholder Relationship Committee is required to meet at least once a year.
C) Nomination and Remuneration Committee Composition
The Nomination and Remuneration Committee of your Company has been constituted as per the requirements of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations. The Chairman of the Committee is an Independent Director. During the year 2023-24, the Committee met 4 (times).
The composition of the Nomination and Remuneration Committee as on March 31, 2024, are as follows:
The Company Secretary of the Company has acted as the Secretary to the Committee.
Terms of Reference
The terms of reference of the Nomination and Remuneration Committee includes the matters specified under Regulation 19 SEBI Listing Regulations, 2015 as well as Section 178 of the Companies Act, 2013.
Role of committee shall, inter-alia, include the following:
i. formulation of the criteria for determining qualifications, positive attributes and independence of a directors and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
ii. for the appointment of an independent director, the committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the board of directors of the Company for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
a. use the services of external agencies, if required:
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.
iii. formulation of criteria for evaluation of the performance of independent directors and the Board;
4. devising a policy on diversity of our Board;
5. identifying persons, who are qualified to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of every director's performance;
6. determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
7. recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of our Company;
8. recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of the Board and its committees, remuneration for other services, commission on profits;
9. recommending to the Board, all remuneration, in whatever from, payable to senior management;
10. performing such functions as are required to be performed by the compensation committee under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended.
11. engaging the services of any consultant/professional or other agency for the purpose of recommending compensation structure/policy;
12. analyzing, monitoring and reviewing various human resource and compensation matters;
13. reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;
14. framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including:
a. The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; or
b. The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended;
15. Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations, Companies Act, each as amended or other applicable law.
The Nomination and Remuneration Committee is required to meet at least once in a year.
Remuneration Policy
The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements on a periodic basis. The Company endeavors to attract, retain, develop and motivate the high-caliber executives and to incentivize them to develop and implement the Companies Strategy, thereby enhancing the business value and maintain a high-performance workforce. The policy ensures that the level and composition of remuneration of the directors is optimum.
The remuneration policy is also placed on the website of the Company can be accessed at www.apil.co.in.
Remuneration to Directors
There were no pecuniary relationship or transactions of the non-executive director's vis a vis the Company. Non-Executive Independent Directors are paid sitting fees for attending the board and committee meetings.
Role of Non-Executive/Independent Directors of the Company is not just restricted to corporate governance or outlook of the Company, but they also bring with them significant professional expertise and rich experience across the wide spectrum of functional areas. The Company seeks their expert advice on various matters from time to time. Hence, the compensation to the non- executive/independent Directors are recommended.
Details of remuneration and sitting fees paid or provided to all the Directors during the year ended March 31, 2024 are as follows:
*Mr. Rishi Raj Singh Bhati resigned from directorship on October 16, 2023.
**Mr. Joseph Joseph Maprayil resigned from directorship on October 16, 2023.
The Company pays remuneration by way of salary, perquisites and allowances (fixed component), incentive remuneration and/or commission (variable components) to its Executive Directors within the limits prescribed under the Companies Act, 2013 and approved by the shareholders.
There is no separate provision for payment of severance fees under the resolutions governing the appointment of Chairman and Managing Director.
The Company has not granted any stock options to the Executive Directors or Employees of the Company as on March 31, 2024.
The aforesaid Executive Director, so long as they function as such shall not be entitled to any sitting fees for attending any meetings of board of committees thereof.
The Shareholding of Directors as on March 31, 2023 is as under:
PARTICULRS OF LOANS, GUARANTEES AND INVESTMENTS
Details of loan, guarantees and investments covered under Section 186 of the Act along with the purpose for which such loan or guarantee was proposed to be utilized by the recipient are given in the respective notes to the standalone financial statements of the Company forming part of the annual report. The Company is holding certain strategic investments generally long-term in nature and the Board may evaluate further opportunities in this regard with a view to enhance value for the stakeholders of the Company.
DEPOSITS
During FY 2023-24, the Company has not accepted deposits within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules 2014. As such no amount of deposit or interest thereon is outstanding as on March 31, 2024.
BOARD EVALUATION
As per the provisions of the Companies Act, 2013 and Listing Regulations, 2015, the Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the boards functioning such as composition of the board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
CHANGES IN KEY MANAGERIAL PERSONNEL
During the financial year 2023-24
1. Mr. Vishal Deepak Nikam, was appointed as Chief Financial Officer, at the board meeting held on May 10, 2023 and resigned from September 30, 2023.
2. Mr. Bipin Dasmohapatra, appointed as Managing Director in the Extra Ordinary General Meeting held on June 10, 2023.
3. Mrs. Chaitali Bipin Dasmohapatra, appointed as CFO from December 14, 2023.
4. Ms. Puja Jaiswal resigned from the post of Company Secretary from September 30, 2023 and same is acknowledged by the board.
5. Mr. Amir Bandubhai Shaikh, appointed as Company Secretary of the company from October 1, 2023 and resigned from the post of Company Secretary from February 23, 2024 and the same was acknowledged by the board.
6. Mr. Hariom Raghuraj Kushawaha, appointed as Company Secretary from February 28, 2024.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AMD FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, are set out in the annexure to the Directors Report as Annexure - 1
HEALTH, SAFETY AND ENVIRONMENT
Safety and occupational health responsibilities are integral to your Company's business process. Safety is a key performance indicator and your Company is committed to ensuring zero harm to its employees, to any person in the Company premises and to the community. The Company is continuously focusing on improved training, new initiative and communications enhancing safety in the work place. Apart from safety initiatives, your Company is also focusing on environment protection.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT
In terms of Section 134(3)(l) of the Act, except as disclosed elsewhere in this report/annual report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During FY 2023-24, the following Companies have been made as subsidiary or associate company: "Akanksha Hanbit Smart Technologies Private Limited”
In FY 2023-24 no company ceased to be a subsidiary, joint venture or associate company.
The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is available on the website of the Company at "https://apil.co.in/Investor Relations”. The financial statement of the subsidiary is available on the website of the Company at https://apil.co.in/invester relations”.
The policy for determining material subsidiaries as approved by the Board may be accessed on the website of the Company at
"https://apil.co.in/public/download/1711973287_db1c82d0632a09fe1d08.pdf”. CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the applicable provisions of the Act, the accounting standard on consolidated financial statements and the SEBI Listing Regulations, the audited consolidated financial statement is provided in the annual report. The consolidated revenue stood at Rs. 5,653.13 lakhs and the consolidated net profit stood at Rs. 291.68 lakhs in FY 2023-24.
In compliance with the provisions of Section 136 of the Act, the financial statements of the subsidiary of the Company are kept for inspection by the members at the registered office of the Company. The Company shall provide free of cost the copy of the financial statements of its subsidiary/associate companies to the members upon their request. The statements are also available on the website of the Company.
CONTRACTS ARRANGEMENTS WITH RELATED PARTIES
All related party transactions in FY 2023-24 were in the ordinary course of business and at arm's length basis. All these transactions were approved by the audit committee. There were no materially significant related party transactions that may have potential conflict with the interests of the Company at large. There are no transactions that are required to be reported in Form AOC-2. The details of the related party transactions are given in the respective notes to the standalone financial statements of the Company, which sets out related party disclosures.
The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed on the website of the Company at https://apil.co.in/public/download/1711973415 6ae768619738723a1666.pdf.”
CORPORATE SOCIAL RESPONSIBILITY
Provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company for FY 2023-24.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2) of the SEBI Listing Regulations, the management discussion and analysis report for the year under review is annexed as 'Annexure-2' to this report.
CODE OF CONDUCT
Pursuant to Regulation 26(3) of the SEBI Listing Regulations, all Board members and senior management personnel have affirmed compliance with the Company's code of conduct for directors and senior management on an annual basis. The code of conduct is also placed on the website of the Company at
https://apil.co.in/public/download/1711953232 6a0e7bceeb14d0815c42.pdf".
WHISTLE BLOWER POLICY AND VIGILANCE MECHANISM
As required by Section 177(9) of the Act, the Company's whistleblower policy and vigil mechanism set up a formal vigil procedure for directors and employees to report genuine concern of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. The audit committee periodically evaluates the vigil mechanism's existence and performance. The aforementioned policy and mechanism have been effectively communicated across all sections within the Company. The whistleblower policy and vigil mechanism have also been posted on the Company's internal HR management system as well as on the website of the Company at
"https://apil.co.in/public/download/1711973520 ba1db6e02313c6081079.pdf."
PREVENTION OF INSIDER TRADING PRACTICES
In accordance with the SEBI (Prohibition of Insider Trading) Regulations 2015 as amended ("SEBI PIT Regulations"), the Company has adopted 'code of conduct for regulating monitoring and reporting of trading by designated persons and their immediate relatives', 'code of practices and procedures for fair disclosure of unpublished price sensitive information' and 'policy for procedure of inquiry in case of leak of unpublished price sensitive information'. The aforementioned codes prohibit procuring, communicating, providing or allowing access to unpublished price sensitive information except where such communication is in furtherance of legitimate purposes performance of duties or discharge of legal obligations. The aforementioned codes/guidelines also forbid insiders from trading in securities when they have access to sensitive price information that has not yet been published and when the trading window is closed. However, an insider is entitled to formulate a trading plan for dealing in securities of the Company and submit the same to the compliance officer for approval and public disclosure. In light of the aforementioned, the Company has established an adequate and effective system of internal controls to ensure compliance with the requirements of SEBI PIT Regulations.
ANNUAL RETURN
Pursuant to Sections 92(3) and 134(3)(a) of the Act, a copy of the annual return of the Company as on March 31, 2024 will be made available on the Company's website and can be accessed at https://apil.co.in/invester relations".
BOARD OF DIRECTORS
Pursuant to Section 152 of Companies Act, 2013, Mrs. Chaitali Bipin Dasmohapatra, shall retire by rotation at this Annual General Meeting being eligible offers herself for re-appointment for directorship of the Company.
1. Mr. Manayil Madathil Babunarayanan, appointed as an Additional Non-Executive, Independent Director having DIN: 10087775, in the Extra Ordinary General meeting held on May 10, 2023 and his designation changed by members at the same Extra Ordinary General Meeting.
2. Mr. Rabi Narayan Bastia, appointed as an Additional Non-Executive, Independent Director, in the Extra Ordinary General Meeting held on May 10, 2023 and his designation changed by members at the same Extra Ordinary General Meeting.
3. Mr. Joseph Joseph Maprayil, appointed as Executive Director, having DIN: 08346458, in the Extra Ordinary General Meeting held on May 10, 2023 and he resigned from directorship on October 16, 2023.
4. Mr. Rush Raj Singh Bhati, was resigned from directorship on October 16, 2023.
The requisite particulars in respect of Directors seeking appointment/re-appointment are given in Notice convening the Annual General meeting.
All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.
POLICIES
The updated policies adopted by the Company as per statutory and governance requirements and are uploaded on website of the Company at www.apil.co.in.
PARTICULARS OF EMPLOYEES
A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The above figures calculated on the basis of gross salary paid to the Directors, KMP and Employees.
All the Non-Executive Directors of the Company were not paid any remuneration and were paid only sitting fee for attending meetings of the Board/Committees of directors.
Therefore, the said ratio of remuneration of each director to median remuneration of the employees of the company is not applicable.
The Company has 31 (Thirty-One) permanent employees on the rolls of Company as on 31st March, 2024.
The Company has formulated a Nomination and Remuneration policy as required under Section 178 of the Companies Act, 2013 and the remuneration paid to employees are as per the remuneration policy of the Company.
Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the said information is available for inspection by the Members at the registered office of the Company during business hours on working days of the Company up to the date of this Annual General meeting. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the registered office of the Company or e-mail to cs@apil.co.in.
DETAILS OF RELATED PARTY TRANSACTIONS PURSUNAT TO SECTION 188(1) OF THE COMPANIES ACT, 2013.
Pursuant to the provisions of Section 188 of Companies Act, 2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on arm's length basis. Accordingly, information in form AOC-2 is annexed.
All related party transactions are placed before the Audit Committee and the board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.
Other details for inter corporate financial transactions or remuneration and other benefits paid to directors, their relatives, key managerial personnel etc. are given as per requirements of AS 18.
DETAILS OF LOANS, GUARANTEED AND INVESTMENT U/S 186 OF THE COMPANIES ACT, 2013.
During the year under review Company was invested Rs. 1,47,455/- (Rupees One lakh Forty-Seven thousand Four hundred Fifty-Five only) in its group company "Akanksha Hanbit Smart Technologies Private Limited, by buying 5500 equity shares at Rs. 26.81/- (Rupees Twenty-Six Eighty-One paisa only) per share.
AUDITORS
M/s. Dilip & Prithvi, Chartered Accountants, an Auditors firm was appointed as Statutory Auditors of the Company, for the first term till March 31, 2024 at the Annual General Meeting held on September 30, 2023. As per rule 6(3) of the Companies (Audit and Auditors) Rules, 2014, they are eligible to continue as the statutory auditors. They have confirmed that they are not disqualified from continuing as Auditors of the Company.
The notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any disqualification, reservation, adverse remark or disclaimer.
CORPORATE GOVERNANCE REPORT
The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. The Company has been listed on SME Emerge Platform of NSE and by virtue of Regulation 15 of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 ("LODR") the compliance with the corporate governance provisions as specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013, reads with rules made thereunder, the Board of Directors has appointed M/s. Shobha Ambure & Associates, Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2023-24. The report submitted by the Secretarial Auditor in Form MR-3 is attached to this report as Annexure- 3
. The Secretarial Auditor Report does not contain any qualification, reservation or adverse remark. INTERNAL AUDITORS
In terms of the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, the Company has appointed M/s. J P R S & Co., Chartered Accountants, Nashik having Firm Registration No. 137554W, appointed as Internal Auditors for FY 2023-24.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, none of the auditors, viz., statutory auditors, Internal auditors, and secretarial auditors, have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employee, the details of which would need to be mentioned in the Board's report.
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM
Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported properly.
The effectiveness of internal financial control is reviewed through the Internal audit process. Reports of internal auditors are reviewed by Audit Committee of the Company and desired actions are initiated to strengthen the control and effectiveness of the systems.
DETAILS OF SIGNIFICANT AND MATERIALORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANIES 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.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to provide a safe and conducive work environment to its employees. As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal for complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.
GREEN INITIATIVE
Your Company has implemented the "Green Initiative” to enable electronic delivery of notice/documents/annual reports to shareholders. For members, who have not registered their email addresses, please update your e-mail ids with your respective Depository Participants and/or with the Company.
The Board has conducted an annual evaluation of its own performance, performance of directors including chairperson, managing directors and its committees in accordance with the applicable provisions of the Act and the SEBI Listing Regulations. The Board's performance was assessed after receiving feedback from all the directors on the basis of criteria such as composition, structure, effectiveness of processes information, functioning, etc. The committees' performance was assessed after receiving feedback from the committee members on the basis of criteria such as composition, terms of reference, effectiveness of committee meetings, etc. The performance evaluation of non-independent directors, board as a whole and the chairperson were evaluated at a separate meeting of the independent directors. The same was also discussed in the meeting of NRC and the Board. The performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.
The independent directors at their separate meeting (without the presence of non-independent directors and the members of management) reviewed & assessed inter-alia the performance of non-independent directors and board as a whole and the performance of the chairperson of the Company after taking into consideration the views of executive and non-executive board members. The independent directors at their separate meeting also assessed the quality, quantity and timeliness of flow of information between the Company's management and the board that was necessary for the board to effectively and reasonably perform their duties.
The NRC has also carried out evaluation of performance of every director. The Board was satisfied with the evaluation process carried out.
KEY MANAGERIAL PERSONNEL
In terms of the provisions of Section 2(51) and 203 of the Act, the following are the key managerial personnel (KMP) of the Company:
i. Mr. Bipin Bihari Dasmohapatra, Managing Director
ii. Mrs. Chaitali Bipin Dasmohapatra, Director & CFO
iii. Mr. Hariom Raghuraj Kushawaha, Company Secretary
DIRECTORS RESPONCIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act, the directors confirm that -
a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards read with requirements set out under schedule III to the Act have been followed and there are no material departures from the same;
b) they have selected such accounting policies and applied them consistently and made judgment 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 of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
ACKNOWLEDGMENTS
Your directors place on records their sincere appreciation for the valuable support and cooperation received from Government of India and regulatory authorities, financial institutions and banks associated with the Company during the year. Your directors thank all shareholders, esteemed customers, suppliers and business associates for their faith, truth and confidence reposed in the Company.
Your directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels.
The board of directors look forward to your continuing support.