Your Directors are pleased to present their 49th Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2024.
Financial Results
The financial performance of your Company for the year ended March 31st, 2024 is summarized below:
The Company has earned income from trading of construction / PEB material. The Company has achieved turnover of Rs 1442.82 Lakhs and earned profit before tax of Rs. 22.40 Lakhs as compare to the last year profit before tax of Rs 25.20 Lakhs.
Change of Business If Any:
The Company is trying to set dominance in the trading of construction / PEB material business in India and is also looking to expand further. However, there is no change in the business during the financial year 2023-24.
Management Discussion and Analysis Report:
To avoid duplication between the Directors Report and the Management Discussion and Analysis Report for the year, we present below a composite summary of performance of the various business & functions of the Company.
Industry Overview:
The trend in slowdown in global growth continued during the year. India was the fastest growing large economy with a stable currency that performed better than the most emerging market currencies. If the industry players manage to restructure their operations as per the new realities, success will not be very hard to find now. The Company has already achieved turnover of Rs. 1442.82 Lakhs during year under review and the company expects decent increase in turnover and profit margin in upcoming time.
Business Overview:
The main business activities are trading of construction / PEB material, especially in the close proximity of Mumbai and nearby suburban. The management was confident of business potential in this new venture and hence we achieved decent turnover in current year. Company has already started taking various labour contracts for construction of warehouses, godowns etc. The Company is into trading activities of various materials which are required for construction of warehouses/ godowns etc. Initially, these activities are carried in and around Mumbai.
Adequacy of Internal Control:
An appropriate and adequate system of internal controls exist in the company to ensure that all assets are safeguarded and protected against loss or from misuse or disposition, and that the transactions are authorized, recorded and reported suitably. Internal control systems are ensuring effectiveness of operations, accuracy and promptness of financial reporting and observance with laws & regulations.
The internal control is supplemented on an ongoing basis, by an extensive program of internal audit being implemented throughout the period. The internal audit reports along with the management comments thereon are review by the Audit Committee of the Board comprising of independent and non-executive Directors. Implementations of the suggestions are also monitored by the Audit Committee. The internal control is designed to ensure that the financial and other records of the company are reliable for preparing financial statements and other data, and for maintaining accountability of assets.
Human Resource Development:
The Company recognizes the importance of Human Resource as a key asset instrumental in its growth. The Company believes in acquisition, retention and betterment of talented team players. With the philosophy of inclusive growth, the Company has redefined its performance management system. The new system focuses on progression of individual employees together with organizational goals. Under the new system, increased thrust will be on job rotation and multiskilling.
Manpower:
The company recognizes the importance of human value and ensures that proper encouragement both moral and financial is extended to employees to motivate them.
Seam en t- Wise Perform an ce:
The Company is into single reportable segment only.
Compliance:
The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with regulatory and internal guidelines. The Compliance Department of the Company is continued to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by regulators, the Company's Board of Directors and the Company's Compliance Policy. The Audit Committee of the Board reviews the performance of the Compliance Department and the status of compliance with regulatory/internal guidelines on a periodic basis.
New Instructions/Guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities and processes.
Cautionary Statement:
Investors are cautioned that this discussion contains statements that involve risks and uncertainties. Words like anticipate, believe, estimate, intend, will, expect and other similar expressions are intended to identify “Forward Looking Statements”. The company assumes no responsibility to amend, modify or revise any forward-looking statements, on the basis of any subsequent developments, information or events. Actual results could differ materially from those expressed or implied.
Dividend:
The Board of Directors does not recommend any Dividend for the year under review.
Subsidiary Companies:
The Company does not have any subsidiary Company.
Share Capital:
The Company's Authorized Capital is Rs.10,00,00,000/- The paid-up capital of the Company as on 31st March, 2024 is Rs. 20,00,000/-
Reserves:
The Company has earned profit after tax of Rs. 16.57 lakhs during the year under review and the amount was transferred to the Reserves.
Acceptance of Fixed Deposits:
The Company has not accepted any Fixed Deposits from general public within the purview of Section 73, of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rule, 2014, during the year under review.
Particulars of Contract or Arrangement with Related Party:
There are transactions with Related Parties which requires disclosure under Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 and as defined under Regulation 23 of the SEBI (LODR) Regulations, 2015. The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website.
All related party transactions which were entered into during the year were on arm's length basis and were in the ordinary course of business and did not attract provisions of section 188 of the Companies Act, 2013 and were not material related party transactions under Regulation 23 of the SEBI (LODR) Regulations, 2015. Pursuant to Regulation 26(5) of the SEBI (LODR) Regulations, 2015, senior personnel made periodical disclosures to the Board relating to all material, financial and commercial transactions, where they had or were deemed to have had personal interest that might have been in potential conflict with the interest of the Company & the same is nil. This is disclosed in Form AOC - 2 (Annexure - I) in regards to Related party.
Loans, Investment and Guarantees by the Company:
The company has mentioned the details of Investment made/loan given under section 186 of the Companies Act, 2013 in the financials if applicable.
Internal Financial Controls:
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or in adequacy of such controls.
Disclosures under Section 134(3) (l) of the Companies Act. 2013:
No material changes and commitments which could affect the Company financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.
Directors& KMP:
There are no changes in the composition of the Board of Directors & KMP of the Company during the year. The composition of Board of director as on 31st March, 2024 was as follows:
Directors Remuneration Policy:
The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration policy, providing criteria for determining qualifications, positive attributes, independence of a Director and a policy on remuneration for Directors, key managerial personnel and other employees. The detailed Remuneration policy is displayed on the Company's website.
Consolidated Financial Statement:
The Company does not require to prepare the Consolidation financials as the Company does not have any subsidiary, joint venture & associate Company.
Declarations by Independent Director:
Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.
Auditors:
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. DMKH & Co., Chartered Accountants, Mumbai, hold office up to the conclusion of 51st AGM of the company to be held for the FY 2025-26 of the Company. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at the ensuing Annual General Meeting. The Company has received a certificate from the said Statutory Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so ratified. Necessary resolution for ratification of appointment of the said Auditor is included in this Notice.
Auditors Report:
The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.
Directors Responsibility Statement:
In accordance with the requirement of Section 134 of the Companies Act, 2013, the Board of Directors of the Company confirms that:
a. In the preparation of the annual accounts for the financial year ended 31st March, 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures.
b. The 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 at the end of the financial year and of the profit and loss of the Company for the year ended 31st March, 2024.
c. The Directors have taken sufficient and proper 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 material fraud and other irregularities.
d. The Directors have prepared the Annual Accounts on a going concern basis.
e. There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
f. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
g. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the F.Y. 2023-24.
Annual Evaluation by the Board of Its Own Performance. Its Committees and Individual Directors:
The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual Directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company. Information on the manner in which the annual evaluation has been made by the Board of its own performance and that of its committee and individual Directors is given below.
Details of Committee of Directors:
Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2023-24 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report is given below. The recommendation by the Audit Committee as and when made to the Board has been accepted.
Risk Man aaem en t:
During the year, Management of the Company evaluated the existing Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company and approved by the Board. The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.
Cost records:
The Company is not required to maintain the cost records in terms of Section 148 of the Act read with the Companies (Cost Records and Audit Rules), 2014.
Secretarial Audit Report:
A Secretarial Audit Report for the year ended 31st March, 2024 in prescribed form duly audited by the Practicing Company Secretary CS Rajvirendra Singh Rajpurohit, Mumbai is annexed herewith and forming part of the report. (Annexure-II)
Corporate Governance:
The report on Corporate Governance as required by SEBI (LODR), Regulations, 2015 is not applicable to the Company as its paid-up capital is below the threshold limit specified by it. However, report on Corporate Governance as required by the Companies Act, 2013 is given below to the extent it is applicable and the Company has complied with all the statutory and regulatory requirements as stipulated in the applicable laws.
All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2023-24. The Managing Director have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI (LODR), Regulations, 2015.
Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance is not applicable to the Company as the paid-up capital of the Company was less than Rs. 10 crores and net worth of the Company was less than Rs. 25 Crore as on 31st March, 2024.
Board of Directors:
The Company is managed by suitably well - qualified, experienced and competent professional directors and Key Managerial Personnel. The members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Administration and Marketing. The Company is benefited by the experience and skills of the Board of Directors.
The Independent Directors have made disclosures to the Board confirming that there is no material, financial and/or commercial transactions between them and the company which could have potential conflict of interest with the company at large. The Company has Code of Conduct for Directors and Senior Management personnel.
Code of Conduct:
Regulations 17(5) of the SEBI (LODR) Regulations, 2015, requires listed Companies to lay down a Code of Conduct for its Directors and Senior Management, incorporating duties of Directors as laid down in the Companies Act, 2013. The Board has adopted a Code of Conduct for all Directors and Senior Management of the Company.
Maximum Tenure of Independent Directors:
The maximum tenure of Independent Directors is in accordance with the Companies Act, 2013 and Regulation 25(2) of the SEBI (LODR) Regulations, 2015.
Formal Letter of Appointment to Independent Directors:
The Company issues a formal letter of appointment to Independent Directors in the manner as provided in the Companies Act, 2013.
Directors' Interest in the Company:
Sometime, the Company does enter into contracts with companies in which some of the Directors of the Company are interested as director or member. However, these contracts are in the ordinary course of the Company's business without giving any specific weight age to them. Directors regularly make full disclosures to the Board of Directors regarding the nature of their interest in the companies in which they are directors or members. Full particulars of contracts entered with Companies in which directors are directly or indirectly concerned or interested are entered in the Register of Contracts maintained under Section 189 of the Companies Act, 2013 and the same is placed in every Board Meeting for the noting of the Directors.
Responsibilities & Functions of Board of Directors:
The Board of Directors of the listed entity shall have the following responsibilities:
1. Disclosure of information:
i. Members of Board of Directors and key managerial personnel shall disclose to the Board of directors whether they, directly, indirectly, or on behalf of third parties, have a material interest in any transaction or matter directly affecting the listed entity.
ii. The Board of Directors and senior management shall conduct themselves so as to meet the expectations of operational transparency to stakeholders while at the same time maintaining confidentiality of information in order to foster a culture of good decision- making.
2. Key functions of the Board of Directors:
i. Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans, setting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions and divestments.
ii. Monitoring the effectiveness of the listed entity's governance practices and making changes as needed.
iii. Selecting, compensating, monitoring and, when necessary, replacing key managerial Personnel and overseeing succession planning.
iv. Aligning key managerial personnel and remuneration of board of directors with the long-term interests of the listed entity and its shareholders.
v. Ensuring a transparent nomination process to the board of directors with the diversity of thought, experience, knowledge, perspective and gender in the board of Directors.
vi. Monitoring and managing potential conflicts of interest of management, members of the Board of Directors and shareholders, including misuse of corporate assets and abuse in related party transactions.
vii. Ensuring the integrity of the listed entity's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.
viii. Overseeing the process of disclosure and communications.
ix. Monitoring and reviewing Board of Director's evaluation framework.
3. Other responsibilities:
i. The Board of Directors shall provide strategic guidance to the listed entity, ensure effective monitoring of the management and shall be accountable to the listed entity and the shareholders.
ii. The Board of Directors shall set a corporate culture and the values which the executives throughout the group shall have the same.
iii. Members of the Board of Directors shall act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the listed entity and the shareholders.
iv. The Board of Directors shall encourage continuing directors training to ensure that the members of Board of Directors are kept up-to-date.
v. Where decisions of the Board of Directors may affect different shareholder groups differently, the Board of Directors shall treat all shareholders fairly.
vi. The Board of Directors shall maintain high ethical standards and shall take into account the interests of stakeholders.
vii. The Board of Directors shall exercise objective independent judgment on corporate affairs.
viii. The Board of Directors shall consider assigning a sufficient number of non- executive members of the Board of Directors capable of exercising independent judgment to tasks where there is a potential for conflict of interest.
ix. The Board of Directors shall ensure that, while rightly encouraging positive thinking, these do not result in over-optimism that either leads to significant risks not being recognized or exposes the listed entity to excessive risk.
x. The Board of Directors shall have the ability to 'step back' to assist executive management by challenging the assumptions underlying strategy, strategic initiatives (such as acquisitions), risk appetite, exposures and the key areas of the listed entity's focus.
xi. When committees of the Board of Directors are established, their mandate, composition and working procedures shall be well defined and disclosed by the Board of Directors.
xii. Members of the Board of Directors shall be able to commit themselves effectively to their responsibilities.
xiii. In order to fulfill their responsibilities, members of the Board of Directors shall have access to accurate, relevant and timely information.
xiv. The Board of Directors and senior management shall facilitate the independent Directors to perform their role effectively as a member of the Board of Directors and also a member of a committee of Board of Directors.
xv. Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board has carried out an annual evaluation of its own performance, and that of its committees and individual directors. Manner in which such formal annual evaluation was made by the Board is given below:
• Performance evaluation criteria for Board, Committees of the Board and Directors were approved by the Board at its meeting.
Under law, as per the report of performance evaluation, the Board shall determine, inter alia, whether to continue the term of appointment of the independent director. During the year under review, there was no occasion to decide on the continuance of the term of appointment of any of the independent directors and hence, the question of taking a decision on their reappointment did not arise.
Details of Remuneration to Directors:
The Company has no stock option plans for the directors and hence, it does not form part of the remuneration package payable to any executive and/or non-executive director. During the year under review, none of the directors was paid any performance-linked incentive. In 2023-24, the Company did not advance any loans to any of the directors of the Company.
Compliances Regarding Insider Trading:
The Company had in place a 'Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices, in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended. These regulations have been substituted by SEBI with a new set of Regulations, which have come into effect from 15th May, 2015.
Familiarization of Independent Directors:
The details of familiarization programme for Independent Directors have been disclosed on the website of the Company. In addition to the extensive induction and training provided as part of the familiarization programme, the Independent Directors are also taken through various business and functional sessions in the Board meetings including the Board meetings to discuss strategy. The details of Directors' induction and familiarization are available on the Company's website.
Composition of Board:
The Board of Directors of the Company is composed of committed persons with considerable experience in various fields. The Board is properly constituted as per Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on the date of this report, the Board Strength consists of in all 4 directors. Out of them, 2 Directors are Independent NonExecutive & 2 Directors are Executive Directors. All Independent Non-Executive Directors comply with the legal requirements of being “Independent”.
Further none of the Directors on the Board is a member of more than 10 Committees or Chairman of more than 5 Committees across all the Companies in which he is a director. Also, necessary disclosures regarding Committee positions in other public Companies have been made to the Company by the Directors at regular intervals. The number of Directorships, Committee Membership/Chairmanship of all Directors is within respective limits prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Meetings of the Board of Directors:
The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from the other Board business. The Board meetings are pre-scheduled & Agenda is circulated well in advance to facilitate the Directors to ensure meaningful participation in the meetings. However, in case of special and urgent business need, the Committee of Board of Directors met at a short notice and its minutes is noted and confirmed in the subsequent Board meeting. The Agenda for the Board/Committee meetings cover items set out as per guidelines in Listing Regulations & it includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. During the Financial Year 2023-24, Four Board Meetings were held on the following dates:
Details of the Board of Directors and External Directorships:
Particulars of the Board's Composition, Director's Attendance at Board Meetings and at the previous Annual General Meeting, number of other Directorships and Board-Committee memberships held as on 31st March, 2024: are given below:
Notes:
Directorships held in Private Companies, Foreign Companies and Companies registered under Section 8 of the Companies Act, 2013 are included positions held in every Committee.
Committees of the Board:
The Board Committee plays a crucial role in the governance structure of the Company and has been constituted to deal with specific areas/activities which concern the Company and need a closer review. The Board Committee are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The Chairman of the respective Committee informs the Board about the summary of the discussions held in the Committee meetings.
The Board has constituted following Committees of Directors:
a) Audit Committee,
b) Nomination and Remuneration Committee, and
c) Stakeholder's Relationship Committee
Audit Committee
The Audit Committee consists of three Directors (2 Independent directors and 1 non-independent director). All members of the Audit Committee are financially literate and they have accounting or related financial management expertise. The primary purpose of the Audit Committee is to assist the Board of Directors (the "Board") of Antariksh Industries Limited (The "Company") in fulfilling its oversight responsibilities with respect to:
(a) The accounting and financial reporting processes of the Company, including the integrity of the audited financial results and other financial information provided by the Company to its stockholders, the public, any stock exchange and others,
(b) The Company's compliances with legal and regulatory requirements,
(c) The Company's independent auditors' qualification and independence,
(d) The audit of the Company's financial statements, and the performance of the Company's internal audit function and its Independent Auditors.
1. To evaluate internal financial controls and risk management systems;
2. To do the valuation of undertakings or assets of the Company, wherever it is necessary.
3. To review 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.
4. To review the functioning of the Whistle blower mechanism.
5. To review the Company's financial and risk management policies.
6. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, creditors & shareholders (in case of non-payment of declared dividends).
7. To review the statement of uses/application of funds raised through an issue (public issue; rights issue, preferential issue & etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and making appropriate recommendations to the Board to take steps in the matter.
8. To carry out any other function as mentioned in the terms of reference of the audit committee.
9. To review management letters/ letters of internal control weakness issued by the Statutory Auditors. The periodic review ensures that all areas within the scope of the Committee are reviewed.
Constitution of the Committee:
The Constitution of the Audit Committee is in conformity with the Listing Regulations. The Chairman of the Audit Committee is an Independent Director and is financially literate and has accounting related financial management expertise. The Composition of the Committee, together with the details of the attendance of each member as at 31st March, 2024 is given below:
Meetings of the Committee:
The Committee met Four times during the financial year 2023-24.
Stakeholders Relationship Committee
Terms of the Committee:
1. To consider and resolve the grievances of the shareholders of the Company with respect to transfer of shares, non-receipt of annual report, non-receipt of dividends, transmission, split, consolidation of share certificates and matters related thereto.
2. To ensure expeditious share transfer process.
3. To evaluate performance and service standards of the Registrar and Share Transfer Agent of the Company.
4. To provide guidance and make recommendations to improve investors service level to the investors.
5. Attending to complaints of investor routed by SEBI/Stock Exchanges/RBI.
Composition & Meeting
The Committee comprises of 2 Non-Executive Independent Directors, namely Mrs. Sandhya Krishna Karanjavkar (Chairperson) & Mr. Manish Heeralal Chandak and 1 Executive Director Mr. Utkarsh Goyal as member of the committee.
Responsibilities of Compliance Officer
The compliance officer of the listed entity shall be responsible for-
(a) Ensuring conformity with the regulatory provisions applicable to the listed entity in letter and spirit.
(b) Co-ordination with and reporting to the Board, recognized stock Exchange and depositories with respect to compliance with rules, regulations and other directives of these authorities in manner as specified from time to time.
(c) Ensuring that the correct procedures have been followed that would result in the correctness, authenticity and comprehensiveness of the information, statements and reports filed by the listed entity under these regulations.
(d) Monitoring email address of grievance redressal division as designated by the listed entity for the purpose of registering complaints by investors.
Nomination and Remuneration Committee
The Committee was renamed as Nomination & Remuneration Committee and the terms of reference of the said committee has been revised in order to align with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as amended from time to time. However, none of the Directors has been given any remuneration during the year under review, except Mr. Bhagwanji Narsi Patel, Managing Director who is drawing salary of Rs. 10,000/- per month. The Committee has devised a policy on Board Diversity. The objective of the policy is to ensure that the Board comprises adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company.
No Stock option has been allotted to any of the Directors during the financial year 2023-24. The terms of reference of Committee broadly includes identifying & selection of candidates for appointment as Directors/Independent Director based on certain laid down criteria; performing all such functions as are required to be performed by the Committee with regard to such matters as specified under SEBI (LODR) Regulations, 2015 and requirements of section 178 of the Companies Act, 2013. It formulates the criteria for determining qualifications, positive attributes and independence of a director and recommend the Board a policy relating to the remuneration for the Directors, key managerial personnel and other employees. While reviewing the Company's remuneration policies and deciding on the remuneration, the Board and the Committee considers the performance of the Company, the current trends in the industry, the qualifications of the appointee, their experience, past performance, responsibilities shouldered by them, the statutory provisions and other relevant factors.
The Committee also ensures that the level & composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully. The Committee also ensures that the relationship of remuneration to performance is clear and meets appropriate performance benchmark. The Committee also ensures that the remuneration to directors, key managerial personnel & senior management involves a balance between fixed & incentive pay reflecting short- & long-term performance objectives appropriate to the working of the Company & its goals. Role of committees shall, inter-alia, include the following:
1. To determine/recommend the criteria for determining appointment, qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to remunerations of directors, Key Managerial personal and other employees.
2. To formulate the criteria for evaluation of performance of independent directors and the board of directors.
3. To devise a policy on desired age and diversity of board of directors.
4. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal.
5. To review and determine all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonus, stock options, etc.
Composition:
The composition of the Remuneration Committee includes Mr. Manish Heeralal Chandak (Chairman), Mrs. Sandhya Krishna Karanjavkar and Mr. Utkarsh Goyal as members of the committee.
During the financial year ended 31stMarch, 2024 Remuneration Committee met only once.
Disclosures:
• During the financial year 2023-24, there was Related Party Transaction, with the Managing Directors not having potential conflict with the interests of the Company. Further as a matter of policy, all the transactions with related parties, as per requirements of Accounting Standard 18, are disclosed in the Annual Report of the Company on a regular basis.
• There is no related party transaction during the year, which may have potential conflict with the interests of Company at large.
• The Company has followed the Indian Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable.
• The Company has adopted the Code of Ethics and Business principles for the members of Board and senior management personnel.
• The Company has adopted a 'Code of Conduct for Prevention of Insider Trading (“the Code”) in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and its subsequent amendment. The code expressly lays down the guidelines and the procedure to be followed and disclosures to be made, while dealing with shares of the Company and cautioning them on the consequences of noncompliance thereof. Further, we affirm that no personnel have been denied access to the Audit Committee. Employees can report to the Management concerned regarding unethical behavior, act or suspected fraud or violation of the Company's Code of Conduct Policy.
• The Company is in compliance with all mandatory requirements of Listing Regulations.
• The Company has ensured that the person who is being appointed as an Independent Director has the requisite qualifications and experience which would be of use to the Company and which in the opinion of the Company would enable him/her to contribute effectively to the Company in his/her capacity as an Independent Director.
Extra - Ordinary General Meeting & Postal Ballot:
During the year under review, no extra - ordinary general meeting were held.
Means of Communication:
The Quarterly, Half-Yearly and Annual Financial Results of the Company are forwarded to the BSE immediately upon its approval by the Board of Directors and are simultaneously published in leading newspapers in English and Marathi (regional language). In accordance with the Listing Regulations requirements, data pertaining to Shareholding Pattern, Quarterly Financial Results and Other Details are forwarded to the Stock Exchange. During the year under review, no presentation was made to the institutional investors or analysts.
Market Share Price Data:
There has been no trading at BSE Limited during the year under review.
Share Transfer System:
Presently the Share Transfer documents received by the Company's Registrar and Transfer Agents in physical form are processed, approved and dispatched with in a period of 10 to 15 days from the date of receipt, provided the documents received are complete and the shares under transfer are not under dispute. For expeditious processing of share transfers, the Board of Directors of the Company has authorized the Compliance Officer, to decide on various issues like transfers/transmission of securities in physical form, change in status of shareholders and confirmation of dematerialization.
SEBI Complaints Redress System (SCORES):
SEBI vide circular dated 3rdJune, 2011 introduced SCORES, i.e., SEBI Complaints Redress System, the system of processing of investors complaints in a centralized web-based complaints redress portal known as 'SCORES'. The salient features of this system are: centralized database of all Complaints, online upload Action Taken Reports (ATRs) by concerned Companies and online viewing by investors of action taken on the complaints and its current status. The Company is registered with SEBI under the SCORES system.
ISIN No:
The Company's Demat International Security Identification Number (ISIN) for its equity shares in NSDL and CDSL is INE825M01017.
Outstanding GDRs/ADRs:
The Company has not issued any GDRs/ADRs.
Reconciliation of Share Capital Audit:
A practicing Company Secretary carries out reconciliation of share capital audit, on quarterly basis to reconcile the total admitted capital with NSDL & CDSL and total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL & CDSL.
Audit Qualifications:
There are no audit qualifications in the Company's financial statement for the year under review. Secretarial standards:
During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Company Secretaries of India.
Whistle Blower Policy:
The Company has established a vigil mechanism by adopting a Whistle Blower Policy for Directors and employees to report genuine concerns in the prescribed manner. The Whistle Blower policy/vigil mechanism provides a mechanism for the Directors/employees to report violations, without fear of victimization, any unethical behavior, suspected or actual fraud, violation of the Code of Conduct etc. which are detrimental to the organization's interest. The mechanism protects whistle blower from any kind of discrimination, harassment, victimization or any other unfair employment practice. It provides a mechanism for employees to approach the Chairman of Audit Committee. During the year, no such incidence was reported and no personnel were denied access to the Chairman of the Audit Committee. The Whistle Blower Policy of the Company is available on its website.
Corporate Social Responsibility:
The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013.
Conservation of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo:
The information relating to the conservation of energy, technology absorption, foreign exchange earnings and outgo under provisions of 134 of the Companies Act, 2013 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spent foreign exchange during the year under review.
Significant and Material Orders Passed By the Regulators or Courts:
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.
Presentation of Financial Statements:
The financial statements of the Company for the year ended 31st March, 2024 have been disclosed as per Schedule III to the Companies Act, 2013.
Statutory Disclosures:
A copy of audited financial statements of the said Company will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the year 202324 is attached to the Balance Sheet. Pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, the Company has a policy on Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy. Details as required under the provisions of section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, are placed on the Company's website, i.e. www.antarikshindustries.com as an Annexure to the Director Report. Details as required under the provisions of section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, are placed on the Company's website, i.e. www.antarikshindustries.com as an Annexure to the Director Report. A physical copy of the same will be made available to any shareholders on request.
Acknowledgement
The Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.