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DIRECTOR'S REPORT

Akash Infra-Projects Ltd.

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Market Cap. (₹) 105.05 Cr. P/BV 1.50 Book Value (₹) 41.41
52 Week High/Low (₹) 65/33 FV/ML 10/2000 P/E(X) 61.50
Bookclosure 08/03/2019 EPS (₹) 1.01 Div Yield (%) 0.80
Year End :2018-03 

DIRECTORS' REPORT

To,

THE MEMBERS

Your Directors present herewith the 19lhANNUAL REPORT together with the Audited Financial Statements and Auditors' report thereon for the year ended on 31st March, 2018.

FINANCIAL RESULTS:

The Financial Results of the Company for the year ended on 31st March, 2018 are as follows:-

(Amt. in Lakhs)

Particulars

Standalone

Consolidated

2017-2018

2016-2017

2017-2018

2016-2017

Total Income including Other Income

14,513.14

9,414.91

16,481.74

11,351.46

Profit / (loss) Before Depreciation, Amortization and Taxation

568.34

792.94

589.01

812.29

Depreciation and Amortization

310.84

238.30

319.17

247.79

Profit/ (Loss) before Taxation

257.50

554.64

269.84

564.50

Provision for taxation - For Current Tax

52.50

113.08

57.00

116.92

Short/(Excess) provision of tax of earlier year

(14.83)

(14.50)

Deferred Tax Liability /(Assets)

24.17

(2.60)

23.97

(3.77)

Profit / (Loss) after Taxation

195.66

444.16

203.37

451.35

STATE OF AFFAIRS AND FUTURE OUTLOOK:

The Company is engaged in the business of civil constructions and undertakes various government contracts for construction, resurfacing, widening and repairs of the roads and Bridges mainly of the State Government Departments and Municipal and Local Bodies through tender bidding.The Company's revenue including other income for the financial year 2017- 18 was Rs.14,513.14 Lakhs as compared to previous year Rs. 9,414.91 Lakhs. During the year under review the Company has earned net profit of Rs. 195.66 Lakhs as compared to Rs. 444.16 Lakhs during previous year. During the year under review, there has been no change in the nature of the business of the Company.

DIVIDEND:

Your Directors recommended dividend of Rs. 0.50(@5%) per equity share of face value of Rs. 10/- -each for the year ended on 31st March, 2018. The final dividend is subject to the approval of the Shareholders at the ensuing Annual General Meeting.

AMOUNT TRANSFERRED TO RESERVES:

The Company has not transferred any amount to Reserves during the year under review. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report highlighting inter alia the business performance, risk management, internal control and affairs of the Company for the year ended March 31, 2018 is attached as Annexure - 1 to this Report.

DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposit) Rules, 2014, during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

After the conclusion of the financial year 2017-18 the Company increased its Authorized Share Capital from Rs. 11 Crore to Rs. 16 Crore. The Company also issued and allotted 8,43,000 Equity Shares efface value of Rs. 10/- each at a premium of Rs. 73/- per share. The Company got the said shares listed on the NSE Limited (SME Emerge platform) and received the necessary listing and trading approval for the said shares after the conclusion of the financial year.

Apart from above, no material changes and commitments have occurred between the financial year end and the date of this report which affects the financial position of the Company.

SECRETARIAL STANDARDS:

The Board of Directors of the company confirms to the best of their knowledge and belief that the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and made applicable by the Ministry of Corporate Affairs during the financial year under review.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return as on 31st March, 2018 in the prescribed form MGT- 9, pursuant to provisions of Section 92(3) of the Companies Act, 2013 and the Companies (Management and Administration) Rules 2014, is annexed herewith as per "Annexure-2"

SUBSIDIARY AND ASSOCIATE COMPANY:

The Company has one Subsidiary Company i.e Akash Infra Inc. and one Associate Company i.e. Akash Petroleum Private Limited. The details of the both the Companies are provided as prescribed in Section 129(3) of the Companies Act, 2013 in form AOC 1 annexed to this report as Annexure-3.

CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:

All the transactions entered into by the Company during the year under review with the related parties as defined under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were on arms' length basis and in ordinary course of business.

There were no materially significant related party transactions entered into by the Company with the related parties during the year under review which may have potential conflict with the interest of the Company. The particulars of the contracts or arrangements with the related parties as per the provisions of Section 188 of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015 is given in prescribed form AOC - 2 attached to the report as Annexure - 4.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Loans, if any made by the Company during the year under review are within the limits of the Section 186 of the Companies Act, 2013 and the Company has not provided any guarantee /security during the year under review.

The details of investments made by the Company are provided in the notes forming part of the financial statements.

STATUTORY AUDITORS:

M/s. Rakesh Bhatt & Co, Chartered Accountants (Firm Registration No. 131788W) were appointed as Statutory Auditors, for a term of five years to hold office till the conclusion of the Annual general Meeting to be held for the financial year ending on 31st March, 2022, subject to the ratification of their appointment by the members at every Annual General meeting.

On May 7, 2018, the provisions of Section 139 of the Companies Act, 2013 is amended whereby the requirement of ratification of appointment of Statutory Auditors by the members at every Annual General Meeting is done away with. Accordingly the resolution for ratification of the appointment of Statutory Auditors of the Company is not proposed / mentioned in the Notice of the Annual General Meeting.

AUDITORS OBSERVATIONS:

With regard to the qualification of Auditors, Director would like to state as under:

The Company has not provided for its liability for leave encashment as the same are accounted for on payment basis. Other observations are self - explanatory and do not call for any further comments. COST AUDITOR:

As per the requirement of Section 148 (3) of the Companies Act, 2013 read with the Companies [Cost Records and Audit] Rules, 2014 as amended from time to time, The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s Rahil Shah & Associates, Cost Accountants, [FRN:002123] as

Cost Auditor of the Company to audit the Cost Records for the Financial Year 2018-19. As required under the Companies Act, 2013, a resolution seeking members' approval for the ratification of remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

SECRETARIAL AUDIT REPORT:

M/s Parikh Dave & Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2017-18 pursuant to the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in prescribed form MR-3 is attached as "Annexure - 5" to this report.

There are no qualifications or other observations or remarks of the Secretarial Auditors in the Report issued by them for the financial year 2017-18 which call for any explanation from the Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rules framed thereunder, Mr. Ambusinh Gol (IDN: 00463376) and Mr. Dineshbhai Patel (DIN: 00468821) will retire by rotation at the ensuing Annual General Meeting and they being eligible and have offered themselves for reappointment. The Board recommends the reappointment of above Directors of the Company.

During the year under review there is no change in Key Managerial Personnel. Following are Key Managerial Personnels:

1. Mr. Yoginkumar H. Patel - Chairman & Managing Director

2. Mr. Sujit Kumar Padhi - Chief Financial Officer

3. Mrs. Upasna Patel - Company Secretary DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149 (6) of the Companies Act, 2013 read with Rules framed there under and under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Familiarization Programme seeks to update the Independent Directors on various matters covering Company's strategy, business model, operations, organization structure, finance, risk management etc. It also seeks to update the independent Directors with their roles, rights, responsibilities, duties under the Companies Act and other statutes. The policy and details of familiarization programme imparted to the Independent Directors of the Company has been kept on the website of the Company www.akashinfra.com

FORMAL ANNUAL PERFORMANCE EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, individual Directors, its Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including the Chairman) was also evaluated by the Independent Directors at the separate meeting held of Independent Directors of the Company.

PARTICULARS OF EMPLOYEES:

The Disclosure required under Section 197 (12) of the Companies Act, 2013 read Rule 5 (1) of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 is annexed as "Annexure-6" and forms an integral part of this Report.

The Disclosure required under Rule 5 (2) and 5 (3) of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 pertaining to the top ten names of employees and there are no other employees drawing remuneration in excess of limits as specified under the said section.

However, in terms of Section 136 (1) of the Companies Act, 2013, the report and the Financial Statements of the Company are being sent to every shareholder and other entities excluding the said annexure. The said information is available for inspection to the members at the registered office of the Company on any working day of the Company (excluding Saturday) during the business hours of the Company up to the date of 19th Annual General Meeting of the Company. Any member who is interested in availing the copy of the same may write to the Company Secretary of the Company

POLICY ON DIRECTORS' APPOINTMENT AND POLICY ON REMUNERATION :

Pursuant to the requirements of Section 134 and 178 of the Companies Act, 2013, read with the relevant Rules framed there under, the policy on appointment of Board Members and policy on remuneration of the Directors, KMPs and Senior Management is attached as per Annexure - 7.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm to the best of their knowledge that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made for the same,

ii. they 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 of the Company for that period.

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual financial statements ongoing concern basis.

v. proper internal financial controls are in place in the Company and that such internal financial controls are adequate and are operating effectively and

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE:

Since the Company' securities are listed on National Stock Exchange of India Limited, SME Emerge, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 the compliance with the corporate governance provisions as specified in 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 are not applicable to the Company. Hence Corporate Governance does not form part of this Directors' Report.

NUMBER OF BOARD MEETINGS OF THE BOARD:

During the year under review the Board met 10 times on (1) 30th May, 2017, (2) 5th June, 2017, (3) 1st August, 2017, (4) 21st August, 2017, (5) 26th September, 2017, (6) 30th October, 2017, (7) 14th November, 2017, (8) 19th December, 2017, (9) 14th March, 2018 and (10) 28th March, 2018 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

ATTENDANCE OF DIRECTORS:

Name of the Directors

No. of Board Meetings entitled

No. of Board Meetings Attended

Last AGM Attended

Mr. Yoginkumar H. Patel

10

10

Yes

Mr. Ambusinh P. Gol

10

10

Yes

Mr. Premalsinh P. Gol

10

10

Yes

Mr. Dineshkumar H. Patel

10

10

Yes

Mrs. Bhavana A. Gol

10

7

Yes

Mr. Bhanuchandra k. Bhavsar

10

5

Yes

Mr. Ashwinkumar B. Jani

10

7

Yes

Mrs. Monika Shekawat

10

6

Yes

AUDIT COMMITTEE:

During the year under review, meetings of Audit committee were held 5 times on (1)30lh May, 2017; (2) 1st August, 2017; (3) 21st August, 2017 (4) 14th November, 2017 and (5) 28th March, 2018 and the attendance records of the members of the Committee are as follows:

Name of the Members

No. of Committee Meetings entitled

No. of Committee Meetings Attended

Mrs. Monika Shekawat, Chairperson

5

5

Mr. Ashwinkumar B. Jani, Member

5

5

Mr. Yoginkumar H. Patel, Member

5

5

NOMINATION & REMUNERATION COMMITTEE:

During the year under review, meeting of Nomination and Remuneration committee was held on 21sl August, 2018 and the attendance records of the members of the Committee are as follows:

Name of the Members

No. of Committee Meeting entitled

No. of Committee Meeting Attended

Mrs. Monika Shekawat, Chairperson

1

1

Mr. Ashwinkumar B. Jani, Member

1

1

Mr. Bhanuchandra K. Bhavsar, Member

1

1

CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under the criteria mentioned in the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, and accordingly the Company is not required to constitute CSR Committee nor is it required to spend any amount in CSR Activity.

LISTING OF SHARES:

The equity shares of the Company are listed on the National Stock Exchange of India Ltd, SME Emerge. The listing fee for the year 2018-19 has already been paid to the Stock Exchange.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Company has adopted internal control system considering the nature of its business and the size and complexity of operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection offrauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures etc. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your company's operations. The internal auditor assesses opportunities for improvement of business processes, systems and controls, to provide recommendations, which can add value to the organization. RISK MANAGEMENT POLICY:

Your company has developed and implemented a Risk Management Policy pursuant to Section 134(3)(n) of the Companies Act, 2013 read with the relevant Rules framed thereunder, which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company.

The risk management process is designed to safeguard the organisation from various risks through adequate and timely action. It is designed to anticipate, evaluate and mitigate risks in order to minimise its impact on the business. The risk management framework of the Company is appropriate compared to the size of the Company and the environment under which the Company operates.

At present, in the opinion of the Board there is no identification of Risk element that may threaten the existence of the Company.

VIGIL MECHANISM:

Pursuant to provisions of Section 177 (9) of the Companies Act, 2013 read relevant Rules framed thereunder the Company has established a Vigil Mechanism/Whistle Blower Policy for Directors, Employees or business associates for reporting the unethical behaviour, malpractices, wrongful conduct, frauds, violations of the

Company's code etc. to the Chairman of the Audit Committee. The Policy also provides for adequate safeguard against victimization of the Directors' / Employees who avail the services of said mechanism.

The same is available on the Company's website www.akashinfra.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are enumerated as below:

Conservation of Energy:

1. The steps taken or impact on conservation of energy:-

The Company has taken measures and applied strict control system to monitor day to day power consumption, to endeavor to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day to day consumption is monitored and various ways and means are adopted to reduce the power consumption in an effort to save energy.

2. The steps taken by the company for utilizing alternate sources of energy. Company has not taken any step for utilizing alternate sources of energy.

3. The capital investment on energy conservation equipment. Company has not made any capital investment on energy conservation equipments. Technology Absorption: Company has not imported any technology and hence there is nothing to be reported here. Foreign Exchange Earning and Outgo: There were no foreign exchange earnings or outgo during the year under review.

TRANSFER TO INVESTORS EDUCATION FUNDS:

During the year under review, the Company was not required to transfer any amount to IEPF as per the requirement of Section 125 of the Companies Act, 2013 read with the relevant Rules framed thereunder.

INDUSTRIAL RELATIONS:

The Company's Industrial relations with its employees continued to be cordial throughout the year under review. Your Directors wish to place on record their appreciation for the excellent team work with which the workers and officers of the Company at all levels have contributed individually and collectively to the performance of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirments of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, you company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, ICC has not received any complaints pertaining harrassment

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by any Regulators or Courts or Tribunals which shall affect the going concern status of the Company's operation as on date of this report

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for the excellent assistance and cooperation received from the Governmental authorities, the banks and financial institutions, customers, vendors, workers, officers, staff and investors for their continued support during the year.

FOR AND ON BEHALF OF THE BOARD FOR AKASH INFRA-PROJECTS LIMITED

Place : Gandhinagar

YOGINKUMARH. PATEL

AMBUSINHP. GOL

Date : 18th August, 2018

CHAIRMAN & MANAGING DIRECTOR

MANAGING DIRECTOR

DIN : 00463335

DIN : 00463376

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