aakash exploration services ltd share price Directors report

Dear Members,

Your directors have pleasure in presenting the 17th Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended 31st March, 2023.

1. FINANCIAL RESULTS:

The financial performance of the Company for the year ended 31st March, 2023 is summarized below:

(In Lakhs)

Particulars	Year ending on 31st March, 2023	Year ending on 31st March, 2022
Sales	9257.69	7687.66
Other Income	148.50	51.15
Total Income	9406.20	7738.82
Depreciation	701.54	625.81
Total Expenses	8792.47	6917.95
Profit / (Loss) before tax	613.73	820.87
Exceptional Item	0	0
Current Tax	110.00	179.00
Deferred Tax Assets/Liability	50.14	29.72
Profit/ (Loss) after Tax	453.59	612.15
Other Comprehensive Income	2.22	14.17
Total Comprehensive Income	455.81	626.32

1. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:

Your directors are pleased to inform that the Company has earned Total Income of INR 9406.20 Lakhs as compared to INR 7738.82 Lakhs in previous year. The profit for the year is INR 453.59 Lakhs as against profit of INR 612.15 Lakhs in the previous year.

2. DIVIDEND:

No dividend is being recommended by the Directors for the year ending on 31st March, 2023 as the Board of Directors wants to plough back the profit in the business.

3. TRANSFER TO RESERVES

During the year under review, the company do not propose to transfer any sum to reserve, except for profit or loss earned during the year, which has been transferred to surpluses account.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Company has not declared and paid any divided during the previous years, the provisions of Section 125(2) of the Companies Act, 2013 are not applicable.

5. CHANGE IN THE NATURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

6. CHANGE IN THE SHARE CAPITAL OF THE COMPANY:

The Authorized Share capital of the Company as at 31st March, 2023 stood at Rs. 10,20,00,000/- (Rupees Ten Crores Twenty Lakhs) and paid-up capital stood at Rs. 10,12,50,000/- (Rupees Ten Crores Twelve Lakhs Fifty Thousand)

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

8. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

Further the Directors of the Company has furnished declaration that amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others in terms of the Companies (Acceptance of Deposits) Rules, 2014

9. MATERIAL CHANGES AND COMMITMENT:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

10. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the period under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees or made any investments covered under the provisions of section 186 of the Companies Act, 2013 during the financial period under review.

13. STATE OF COMPANYS AFFAIR:

During the year under review, your company has not made any default in repayment of any of its term loans, have met generally all its obligation in time including its tax liabilities.

14. RELATED PARTY TRANSACTIONS:

During the year no contracts or arrangements were made with related parties falling under the purview of Section 188 of the Companies Act, 2013.

There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

15. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees of the company has received remuneration above the limits specified in the said Rule during the financial year 2019-20.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure-A".

16. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, and under Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 adopted by the Board, is appended as "Annexure B" forming part of this report.

17. SECRETARIAL STANDARDS

The Directors states that applicable Secretarial Standards, i.e. SS-1 & SS-2 has been duly followed by the company.

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

The details of Energy Conservation, Technology Absorption and Foreign Exchange Earning in terms of Section 134 of the Companies Act, 2013 & rules made thereunder are tabled below:

Conservation of Energy:

The steps taken or impact on conservation of energy	The Company is taking due care for using electricity in the factory premises: Improving natural light by measures like opening windows, studying illumination needs and eliminating tube lights. Reducing leakage of compressed air. Reducing energy consumption of fans by installing low pressure drop cyclones. Using aerodynamically designed blades. Replacing illuminating devices with energy efficient ones. Maintaining old machinery in good condition, retrofitting or replacing with energy efficient ones. Minimizing idle running of equipment like air conditioners, pumps, lights, drilling machines and Welding machines. Continuation and increasing scale of measures taken in earlier years.
The steps taken by the company for utilizing alternate sources of energy
The capital investment on energy conservation equipments

Technology Absorption:

The efforts made towards technology absorption	Updation of Technology is a continuous process, absorption implemented and adapted by the Company for innovation. Efforts are continuously made to adopt new products and technology required in the Oil and Gas Industry.
The benefits derived like product improvement, cost reduction, product development or import substitution
In case of imported technology (imported during the last three years reckoned from the beginning of the financial years) The details of technology imported The year of import Whether the technology been fully absorbed If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
The expenditure incurred on Research and Development

Foreign Earnings and Outgo:

During the year, the Company has made following Foreign Exchange Earning and Outgo: Foreign Earnings: INR NIL

Foreign Outflow: INR NIL

1. DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Composition of Board

Name of Directors	Designation	Category
Vipul Navin Haria	Chairman & Managing Director	Promoter Executive
Krunal Pravin Haria	Whole Time Director	Promoter Executive
Hemang Navin Haria	Whole Time Director and CFO	Promoter Executive
Divyang Rameshchandra Patel	Director	Non- Executive Independent
Piyush Vasanji Savla	Director	Non-Executive Independent
Ami Nirav Shah	Director	Non-Executive Independent

2. Appointment/Change in Board & KMP

During the year there is no change in composition of Board of Directors and KMPs

3. Retirement by rotation and subsequent re-appointment:

Mr. Hemang N. Haria (DIN: 01690627) is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of Company and being eligible have offered himself for reappointment. Appropriate resolutions for the re-appointment are being placed for your approval at the ensuing AGM. The brief resume of the Directors and other related information has been detailed in the Notice convening the 16th AGM of your Company.

4. Declaration of Independence:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

5. Evaluation of Boards Performance:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out.

1. NUMBER OF MEETINGS OF THE BOARD

The Company had conducted 6(Six) Board meetings during the financial year 2022-23 under review.

2. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of our Company confirm that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed and there are no material departures from the same;
2. 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 your Company as at 31st March, 2023 and of the profit of the Company for the financial year ended 31st March, 2023;
3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
4. The directors had prepared the annual accounts on a going concern basis;
5. 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;
6. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
3. EXTRACT OF ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company www.aakashexploration.com

4. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

Your Company has several Committees which have been established as part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Grievances and Relationship Committee
4. CSR Committee

A detailed note on the committees with respect to composition, meetings, powers, and terms of reference is provided under the Corporate Governance Report section of this Annual Report.

1. AUDITORS:

1. Statutory Auditors:

M/s Bimal Shah Associates, (Membership No. – 042372, FRN No. – 0101505W) Chartered Accountants, Ahmedabad were appointed as Statutory Auditors at the Annual General Meeting held on 29th September, 2018 to hold office till the conclusion of 17th Annual General Meeting.

Further the board has recommended Appointment of M/s Parikh Shah & Associates, ( FRN No. – 123999W) Chartered Accountants, Ahmedabad as Statutory Auditors of the Company for the period of 5 (five) years subject to approval of members in ensuing Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by the Auditors of the Company, in their report. There are no frauds reported by the auditor in its audit report in pursuance to section 143(12) of the Companies Act, 2013, during the period under review.

2. Cost Auditor:

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

3. Internal Auditor

The Company has appointed the M/s Parikh Shah & Associates, Chartered Accountants, Ahmedabad as Internal Auditor pursuant to the provision of section 138 of Companies Act, 2013 read with rule 13 of The Companies (Accounts) Rule, 2014 and other applicable provisions (including any modification or enactment thereof), if any, of the Companies Act, for the financial year 2022-23.

4. Secretarial Auditor:

The Company has appointed M/s. Suthar & Surti, Company Secretaries, Ahmedabad as Secretarial Auditor to conduct secretarial audit for FY 2022-23 pursuant to the provisions of Section 204 of the Companies Act, 2013. The secretarial audit of the Company has been conducted on a concurrent basis in respect of the matters as set out in the said rules and

Secretarial Audit Report given by M/s. Suthar & Surti, Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as "Annexure-D".

1. CORPORATE GOVERNANCE

During the year, pursuant to SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, the Company has complied with applicable provision of Corporate Governance and a separate report of Corporate Governance is included as a part of Annual Report along with requisite certificate from M/s. Suthar & Surti, Practicing Company Secretaries, confirming compliance with the conditions of corporate governance is attached to the Report on corporate governance.

2. DISCLOSURE OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

As the company has no shares in demat suspense account / unclaimed suspense account, the disclosure of the same is not applicable.

3. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct or Ethics Policy.

4. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 and Schedule VII as amended from time to time, a Corporate Social Responsibility (CSR) Committee of the Board is in place comprising of the two Executive Director and one Non-Executive Independent Director of the Company. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy), from time to time indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The Annual Report for the year 2022-23 on CSR activities is annexed with this report as an "Annexure- C". The detailed CSR policy is placed on the website of the Company at https://www.aakashexploration.com/cms_images/slider/original/1676008363_CSR%20Polic y.pdf

5. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the year under review, as stipulated under

Regulation 34(2)(e) of the Listing Regulations is given as an "Annexure-E" to this report.

6. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

The company has taken utmost care and formulated policy to prevent sexual harassment at work place. Pursuant to the provisions of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and rules made thereunder, the Company has formed an Internal Complaint Committee and adopted a "Policy on Protection of Women against Sexual Harassment at Workplace". There was no case filed during the year under the sexual harassment of women at workmen (Prevention, prohibition & Redressal) Act, 2013.

The Company has instituted a Complaints Committee for redressal of sexual harassment complaint (made by the victim) and for ensuring time bound treatment of such complaints.

1. RISK MANAGEMENT:

The Company has adopted a Risk Management Policy for a systematic approach to control risks. The Risk Management Policy of the Company lays down procedures for risk identification, evaluation, monitoring, review and reporting. The Risk Management Policy has been developed and approved by the Senior Management in accordance with the business strategy.

2. DIRECTORS DISQUALIFICATION

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.

3. DETAILSOFAPPLICATIONMADEORANYPROCEEDINGSPENDINGUNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

There was no application made or proceedings pending under Insolvency and Bankruptcy Code, 2016 during the period under review.

4. LISTING:

The Equity Shares of the Company are listed on National Stock Exchange (Main Board) from 29th September 2020 onwards. The company has paid listing fees to the Stock Exchange for the applicable year. Further the Company is regular in compliances of various clauses and regulations of the Listing Agreement and/or LODR.

5. GENERAL:

1. Your Company has not issued any equity shares with differential rights as to dividend, voting or otherwise; and
2. Your Company does not have any ESOP scheme for its employees/Directors.

1. APPRECIATION:

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

Date: 24/08/2023

Place: Ahmedabad

For Aakash Exploration Services Limited

Vipul N. Haria Hemang N. Haria

Chairman Managing Director

Whole Time

Director

DIN: 01690638 DIN: 01690627