To,
The Members
Your Directors present the 35th Annual Report of the Company together with
the Audited Financial Statements for the year ended on 31“ March, 2023.
FINANCIAL HIGHLIGHTS:
|
|
(Rs. In Lacs) |
Particulars |
For the year ended 31st March, 2023 |
For the year ended 31st March, 2022 |
Net Income from operations |
2186.51 |
2709.86 |
Profit before Depreciation & Amortization expenses, Finance Cost
and tax (EBIDTA) |
896.13 |
846.54 |
Less: Depreciation and Amortization Expenses |
49.80 |
57.00 |
Finance Cost |
198.02 |
238.64 |
Profit/ (Loss) before tax |
648.31 |
550.90 |
Less: Provision for tax |
113.89 |
137.07 |
Profit / (Loss) after tax |
534.42 |
413.53 |
Add: Other Comprehensive Income |
19.41 |
32.83 |
Total Comprehensive Income |
553.83 |
446.36 |
OVERVIEW OF FINANCIAL PERFORMANCE:
During the year under review, there is decrease in Net Revenue was mainly due to
completion of certain past Project assignments and gap before commencement of new project
assignments. However, there was reduction in project expenses and other overheads in
consonance. Hence, the profit after tax is increased as compared to the previous financial
year.
Manpower Cost; The manpower cost of the Company has decreased by 18.68 % as
compared to last year due to reduction in Project Staff Salaries and Consultancy fees
owing to project completions.
Administrative, Selling & Other Expenses: The Administrative, selling and other
expenses during the year are 6.70 % of Net Receipts. There has been decrease of 19.31% of
Net Receipts as compared to last financial year, due to reduction in project site expenses
on Project Completions.
Project Expenses: Project expenses during the year stood at 12% of Net Receipts.
These have marginally decreased compared to 13.29% in previous year.
Interest & Other Financial Charges: Interest and other financial charges of Rs.
198.02 lacs for the year have decreased by Rs. 40.63 lacs mainly on account of repayment
of Term Loan and reduction of Overdraft/ Cash Credit loans by Rs. 500 lacs in January 2023
and consequent interest thereon for part of the year. The impact on reduction during
current year shall be more.
Depreciation: The Depreciation is calculated as per statute.
DIVIDEND:
In order to consolidate the financial position of the company to reduce debt and
liabilities for future growth of the Company, your Directors do not recommend dividend for
the year under review.
SHARE CAPITAL:
During the year under review, there was no change in the Share Capital of the Company.
The Issued, Subscribed and Paid up equity share capital of your Company as on 31“
March, 2023 stood at Rs. 7,27,50,000/ - (Rupees Seven Crore Twenty seven lacs fifty
thousand only) divided into 72,75,000 Equity shares of face value of Rs.10/- (Rupees Ten)
each.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
Managements Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is presented in a separate Section, forming part of the
Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) AND SUSTAINABILITY:
During the year under review, the Net Profit after tax reported by the Company stands
at Rs. 534.42 lacs. However, as per calculation under Section 198 of the Companies Act,
2013, the Net Profit after tax stands at Rs. 474 lacs.
Hence, pursuant to the provisions of Section 135 of the Companies Act, 2013, Corporate
Social Responsibility is not applicable to the Company. Therefore, the Company has not
developed or implemented any policy on Corporate Social Responsibility initiatives.
DISCLOSURES UNDER THE COMPANIES ACT, 2013 AND LISTING REGULATIONS:
Annual Return:
The Annual Return of the Company as on March 31,2023 in Form MGT - 7 is in accordance
with Section 92(3) of the Act read with the Companies (Management and Administration)
Rules, 2014, and is available on the website of the Company at www.artefactprojects.com.
Meetings of the Board :
The Board meets at regular intervals to discuss and decide on Companys business policy
and strategy apart from other business of the Board. A tentative annual calendar of the
Board and Committee Meetings is informed to the Directors in advance to facilitate them to
plan their schedule and to ensure meaningful participation in the meetings.
The notice of Board Meeting is given well in advance to all the Directors of the
Company. Usually, meetings of the Board are held at the registered office of the Company.
The agenda of the Board / Committee meetings is circulated prior to the meeting.
During the year under review, the Board met 11 (Eleven) times as per details given in
the Report on Corporate Governance. The intervening gap between the two consecutive
meetings was within the period prescribed under the Companies Act, 2013.
Committees of the Board:
There are currently following Committees of the Board:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
In addition to the aforesaid Committees, the Company also has the following Committees:
1. Borrowing Committee
2. Management Committee
3. Ad-hoc Committee
Details of all the Committees with respect to their terms of reference, meetings and
attendance at the meetings held during the year, are provided in the Report on Corporate
Governance, forming part of this Annual Report.
Composition of Audit Committee:
The Audit Committee is duly constituted as per the provisions of Section 177 of the
Companies Act, 2013 and Regulation 18 of Listing Regulations. The composition of the Audit
Committee is provided in Report on Corporate Governance.
During the year under review, the recommendations made by the Audit Committee were
accepted by the Board.
Related Party Transactions:
All the Related Party Transactions that were entered into during the Financial Year
were in Ordinary course of business and on an arms Length Basis and are reported in the
Notes to Financial Statements.
There are no materially significant related party transactions that may have potential
conflict with interest of the Company at large. There were no transactions of the Company
with any person or entity belonging to the Promoter(s)/Promoter(s) Group which
individually holds 10% or more shareholding in the Company. Hence, accordingly disclosure
as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not
applicable to the company
In accordance with the provisions of Regulation 23 of Listing Regulations, the Company
has formulated the Policy on Related Party Transactions and the same is uploaded on the
website of the Company i.e.
http://www.artefactprojects.com/Policy%20on%20Related%20Party%20Transaction.pdf
Particulars of loans, guarantees or investments:
The Company has complied with provisions of Section 186 of the Act, to the extent
applicable with respect to Loans, Guarantees or Investments during the year. The details
of loans, guarantee or investment under Section 186 of the Companies Act, 2013 are given
under Notes to Financial Statements.
Policy on Sexual Harassment of Women at Workplace:
The Company has zero tolerance towards sexual harassment at the workplace and to this
end, has adopted a policy in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All
employees are covered under the said Policy The Company has complied with the provisions
relating to the constitution of Internal Committee (IC) under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints
received regarding sexual harassment.
During the financial year under review, no complaint was received by the Committee on
sexual harassment.
The Company is committed to providing a safe and conducive work environment to all its
employees and associates.
CORPORATE GOVERNANCE:
The Company has complied with the corporate governance requirements under the Companies
Act, 2013 and the Listing Regulations. A separate Section on corporate governance, along
with a certificate from the auditors confirming compliance is annexed and forms part of
the Annual Report.
RISK MANAGEMENT:
The Company has laid down a well-defined Risk Management Policy covering the risk
mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A
detailed exercise is being carried out to identify, evaluate, manage and monitoring of
both business and non-business risk. The Board periodically reviews the risks and suggests
steps to be taken to control and mitigate the same through a properly defined framework.
INTERNAL AUDITS AND CONTROLS :
The establishment of an effective corporate governance and internal control system is
essential for sustainable growth and long-term improvements in corporate value, and
accordingly the Company works to strengthen such structures. The Company believes that a
strong internal control framework is an important pillar of Corporate Governance.
The Company has in place adequate systems for ensuring the orderly and efficient
conduct of its business. The current system of internal financial control is in line with
the statutory requirements. Effectiveness of internal financial control is ensured through
Audit Committee and management reviews, controlled self- assessment and independent
testing by the Internal Auditor.
MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
Vigil Mechanism/Whistle-BIower Policy:
Creating a fraud and corruption-free culture has always been at the Companys core. In
view of the potential risk of fraud, corruption and unethical behavior that could
adversely impact the Companys business operations, performance and reputation, it has
emphasized addressing these risks. To meet this objective, a comprehensive Whistle-Blower
Policy has been laid down pursuant to the provisions of Section 177 of the Companies Act,
2013 and Regulation 22 of Listing Regulations.
The mechanism provides for adequate safeguards against victimization of employees who
avail of the mechanism and also provides for direct access to the Chairman of the Audit
Committee, in the exceptional cases. The details of Vigil Mechanism/ Whistle Blower Policy
is explained in the Report on Corporate Governance and also posted on the website of the
Company at http://www.artefactprojects.com/Revised%20Whistle%20Blower%20Policy.pdf
We affirm that during the financial year 2022-23, no employee or director or any other
person was denied access to the Audit Committee.
Code of Conduct:
The Company has laid down a robust Code of Business Conduct and Ethics, which is based
on the principles of ethics, integrity and transparency. More details about the Code is
given in the Corporate Governance Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Cessation:
Mr. Sandeep Batta (DIN: 02220509) who was appointed as an Independent Director of the
Company, resigned from the post of Directorship with effect from 2T* April, 2023 due to
his personal reasons. The Board expresses its sincere gratitude on behalf of the Company
for the contribution made by him in the growth of the Company with his specialized inputs
to the Board.
Appointment:
Mr. Shourya Batta was appointed as Independent Director (Additional) with effect from
30th May, 2023 to hold office till the ensuing Annual General Meeting.
Retirement by Rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with
Companies (Management & Administration) Rules, 2014 and Articles of Association of the
Company, Mrs. Ankita Shah (DIN: 06772621), Director of the Company retires by rotation at
the ensuing Annual General Meeting (AGM) and being eligible, has offered herself for
re-appointment. The Notice convening the forthcoming AGM includes the proposal for
re-appointment of aforesaid Director along with brief resume and other details as required
under the Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued
by the Institute of Company Secretaries of India (ICSI).
Key Managerial Personnel:
The Key Managerial Personnel of the Company as on 31s* March, 2023 are:
Sr. No. |
Name of Key Managerial Personnel |
Designation |
1. |
Mr. Siddharth Shah |
Whole-Time Director |
2. |
Mr. Chandrashekar Baseshankar |
Chief Financial Officer |
3. |
Mrs. Snehal Jaiswal |
Company Secretary & Compliance Officer |
Independent Directors:
The Independent Directors have submitted the Declaration of Independence, stating that
they continue to fulfil the criteria of independence as required pursuant to Section 149
of the Companies Act, 2013 and Regulations 16 of the Listing Regulations. This Section
require companies to have at least one-third of the total number of Directors as
Independent Director and the Company complies with this requirement. There has been no
change in the circumstances affecting their status as Independent Directors of the
Company.
Evaluation of the Boards Performance:
In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 and
Regulation 17(10) of the Listing Regulations, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of the committees of the Board. The Board performance was
evaluated based on inputs received from all the Directors after considering the criteria
such as Board Composition and structure, effectiveness of Board / Committee processes and
information provided to the Board, etc. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report forming part of the
Annual Report.
Appointment and Remuneration Policy:
The remuneration paid to the Directors, Key Managerial Personnel and Senior Management
is in accordance with the Nomination and Remuneration Policy formulated in accordance with
Section 178 of the Act and Regulation 19 read with Schedule II of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Further details on the same
are given in the Corporate Governance Report which forms part of this Annual Report.
DIRECTORS RESPONSIBILITY:
Pursuant to Section 134 of the Companies Act, 2013, the Board of Directors to the best
of their knowledge and ability confirm that:
i) In the preparation of the annual accounts, the applicable accounting standards have
been followed and that no material departures have been made from the same;
ii) Accounting policies have been selected and applied consistently and judgments and
estimates made that are reasonable and prudent so as to give true and fair view of the
state of affairs of the Company at the end of the financial year March 31, 2023 and of the
profit of the Company for that year ended on that date;
iii) Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of this act for safeguarding the
assets of the Company and detecting fraud and other irregularities;
iv) Annual accounts for the year ended March 31, 2023 have been prepared on a going
concern basis;
v) Internal Financial controls were in place and that the financial controls were
adequate and were operating effectively; and
vi) Systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
AUDITORS & AUDITORS REPORT:
Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made
there under, M/s Naresh Patadia & Co., Chartered Accountants, Nagpur (FRN: 106936W)
were appointed as Statutory Auditors of the Company in the 34th Annual General
Meeting till the conclusion of 39th Annual General Meeting of the Company.
M/s Naresh Patadia & Co., Chartered Accountants have confirmed their eligibility
and qualification in accordance with Sections 139,141 and other applicable provisions of
the Companies Act, 2013 and Rules issued thereunder (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force).
Auditors Report:
The Auditors Report for the year ended 31“ March, 2023 on the financial
statements of the Company is a part of this Annual Report. The notes on Financial
Statements referred in the Annual Report are self-explanatory and do not call for any
further comments. The Auditors Report for the financial year 2022-23 does not contain any
qualification, reservation or adverse remark.
Maintenance of Cost Record^Cost Auditor:
The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 of Section 134(3)
of Companies Act, 2013 regarding maintenance of cost records are not applicable to the
Company.
Secretarial Auditor:
The Secretarial Audit for the year 2022-23 was undertaken by Mr. Khushal Bajaj,
Practicing Company Secretary, the Secretarial Auditor of the Company. The Secretarial
Audit Report for the financial year ended March 31, 2023 under the Act, read with Rules
made thereunder and Regulation 24A of the Listing Regulations of the Company is annexed
herewith as " Annexure III".
The Secretarial Audit Report for the financial year 2022-23, does not contain any
qualification, reservation, or adverse remark.
Internal Auditor:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, during the year under review the Internal Audit of the functions
and activities of the Company was undertaken by the Internal Auditors of the Company M/s.
LNJ & Associates, Chartered Accountants, Nagpur (FRN: 135772W).
Based on the report of internal audit, management undertakes corrective action in the
respective areas and strengthens the levels of Internal Financial and other operational
controls.
The Board of Directors of the Company has appointed M/s. LNJ & Associates,
Chartered Accountants, Nagpur (FRN: 135772W) to conduct the Internal Audit as per Rule 13
of the Companies (Accounts) Rules, 2014 prescribed under Section 138 of the Companies Act,
2013 for the financial year 2023-24.
Reporting of Fraud:
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS :
The Company has complied with all the applicable provisions of Secretarial Standard on
Meetings of Board of Directors (SS-1), Secretarial Standard on General Meetings (SS-2)
issued by Institute of Company Secretaries of India.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
There are no significant or material orders passed by any regulator or court or
tribunal, which can impact the going concern status of the Company or will have bearing on
Companys operations in future.
TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES :
The details relating to Unclaimed Dividend and Unclaimed Shares forms part of the
Corporate Governance Report forming part of this Report.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :
Information in terms of requirement of clause (m) of Sub-Section (3) of Section 134 of
the Companies Act, 2013 regarding Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo, read along with Rule 8 of the Companies (Accounts)
Rules, 2014 is as follows:
A. CONSERVATION OF ENERGY:
i. Installation of Sensors and Energy saving devices, to avoid wastage of energy.
ii. Implementing practices among Employees to conserve energy and follow its protocols.
iii. Procurement of equipment with focus on energy efficient systems for greener
energy.
iv. Use of Solar Energy for reducing thermal energy usage and conserving energy.
v. Extensive use of LED lights and bulbs for energy saving.
B. TECHONOLOGY ABSORPTION AND BENEFITS:
With the advent of new infrastructure, the IT Systems and softwares used by the
Company are installed as per standards. The major technological base includes the
following:-
i) Undertook up gradation to contemporary IT Hardware and Infrastructure to save time
and costs.
ii) Use of Internet leased lines for communication systems for quicker and transparent
information systems.
iii) The benefits derived from Technology absorption are higher efficiency, better
reliability and availability, reduced maintenance, environment friendly atmosphere and
reduction in printing cost.
iv) The Companys operations do not require significant import of technology.
v) The company commenced implementation of complete process automation and digitization
to adopt to the new working norms.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO :
|
|
(Amount in Rs.) |
Particulars |
For the year ended 31st March, 2023 |
For the year ended 31st March, 2022 |
Foreign exchange earned |
Nil |
Nil |
Expenditure in foreign currency |
Nil |
Nil |
PARTICULARS OF EMPLOYEES:
Pursuant to provisions of Section 197 of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, details of remuneration paid to all the Directors/Employees
and the details of the ratio of remuneration of each Director to the median employees
remuneration is provided in Annexure-1.
Further, the information as required as per the provisions of Section 197 of the
Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
appended to this report as Annexure II.
SUBSIDIARY/ASSOCIATE COMPANIES/JOINT VENTURES :
As on 31“ March, 2023, the Company does not have any subsidiary or associate
companies hence preparation of Consolidated Financial Statements is not applicable to the
Company. However, the Company has 2 Joint Ventures namely:-
• Zaidun Leeng Sdn. Bhd.-Artefact Projects.
• Sheladia Associates Inc.-Artefact Projects-Zaidun Leeng Sdn. Bhd.
The salient features of Joint Ventures in Form AOC-1 as per the provisions of Section
129 of the Companies Act, 2013 is provided in Annexure TV. which is appearing after
the Financial Statements.
In accordance with Section 136 of the Companies Act, 2013, the Audited Financial
Statements and related information of the Company are available on our website at
www.artefactprojects.com.
OTHER DISCLOSURES:
No disclosure or reporting is made with respect to the following items, as there were
no transactions during the year under review:
• Details relating to deposits that are covered under Sections 73 and 76 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
• No issue of equity shares with differential rights as to dividend, voting or
otherwise.
• There was no change in the nature of business.
• There were no material changes and commitments affecting financial position of
the Company between the end of the financial year and the date of this report.
• The Company has not transferred any amount to reserves during the year under
review.
DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 AND DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANK OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
No application was made or any proceedings were pending under the Insolvency and
Bankruptcy Code, 2016 during the period; further there have been no one-time settlement of
any loan taken by the company from Banks/ Financial Institutions during the period under
review.
ACKNOWLEDGEMENT:
Your Directors would like to place on record their gratitude for all the guidance and
co-operation received from the shareholders and other government and regulatory agencies.
Your Directors would also like to take this opportunity to express their appreciation for
the hard work and dedicated efforts put in by the employees and look forward to their
continued contribution and support.
Place: Nagpur |
For and on behalf of the Board of Directors of |
Date : 1" August, 2023 |
ARTEFACT PROJECTS LIMITED |
|
Sd/- |
Sd/- |
|
SIDDHARTH SHAH |
SHOURYA BATTA |
|
WHOLE-TIME DIRECTOR |
DIRECTOR |
|
DIN:05304116 |
DIN:07684909 |
+91-9892691696
