to the Members,
Your directors have pleasure in presenting the 34th Annual Report on the business and
operations of Company and the financial accounts for the year ended 31st March 2023.
financial Highlights
The financial highlights of your Company, for the year ended 31st March, 2023 are
summarized below:
(.Rs. in Lakhs)
Particulars |
31st March 2023 |
31st March 2022 |
| Net Revenue from Operations |
36,706.67 |
27,040.91 |
| Other Income |
18.02 |
79.13 |
| Profit before Tax and Exceptional Items |
829.13 |
753.33 |
| Exceptional Items |
0.00 |
(19.76) |
| Profit before Tax |
829.13 |
733.57 |
| Tax |
141.49 |
45.91 |
| Profit After Tax |
687.94 |
687.66 |
Movement in retained earnings |
|
|
| Balance Brought Forward |
1,989.84 |
1,331.74 |
| Add: Profit after Tax |
687.94 |
687.65 |
| Add: Other Comprehensive Income |
20.91 |
0.45 |
| Less: Dividend |
0.00 |
0.00 |
| Less: Dividend Tax |
0.00 |
0.00 |
| Less: Transfer to General Reserve |
-50.00 |
-30.00 |
| Balance Carried Forward |
2,648.69 |
1,989.84 |
Companys Performance and state of the Companys affairs
The Company recorded net revenue from operations of Rs 36,706.67 Lakhs in FY 2022-23,
36.70% higher than Rs 26,852.22 Lakhs in FY 2021-22. The Profit Before Tax for FY 2022-23
was Rs 829.13 Lakhs as compared to Profit Before Tax of Rs 733.56 Lakhs for FY 2021-22.
The Profit After Tax for FY 2022-23 was Rs 687.94 Lakhs as compared to Profit After Tax of
Rs 687.65 Lakhs for FY 2021-22. dividend
The Board of Directors have recommended a dividend of 10% i.e. Rs 0.50/- per share
(Previous Year Rs 0.25/- per share) on 1,07,88,010 equity shares of Rs 5/- each for the
year ended 31st March, 2023. The dividend on equity shares, if approved by the Members
would involve a total outflow of Rs 53.94 Lakhs (Previous Year H 26.97 Lakhs).
financial statements
Full version of the Annual Report 2022-23 containing complete Balance Sheet, Statement
of Profit & Loss, other statements and notes thereto, prepared as per the requirements
of Schedule III to the Companies Act, 2013, Directors Report (including Management
Discussion and Analysis, Corporate Governance Report) are being sent via email to all
shareholders whos email address are registered with Company.
Full version of Annual Report 2022-23 is also kept open for inspection by any member.
The members who wants to inspect the Annual Report, can send an email to
corporate@akartoolsltd.com upto the date of ensuing Annual General Meeting (AGM). The
Annual Report is also available at the Companys website at www. akartoolsltd.com.
share Capital
The paid up equity share capital as on 31st March, 2023 was H 5,39,40,050/- divided
into 1,07,88,010 equity shares of face value of H 5/- each. There was no public issue,
rights issue, bonus issue or preferential issue, etc. during the year. The Company has not
issued shares with differential voting rights, sweat equity shares, and has not granted
any stock options.
transfer to reserves
(.Rs. in Lakhs)
Particulars |
Amount as on 31st March, 2023 |
general reserve: |
|
| Balance as per last |
366.97 |
| financial statements |
|
| Add: Amount transferred |
50.00 |
| from P&L Account |
|
| Closing Balance |
416.97 |
Investor education and Protection funds
During the year, your Company transferred the unclaimed and un-encashed dividends for
the year 2014-15 amounting to H 55,371/- Further Dividend which was declared by the
Company for the year ended 31st March, 2016 at the Annual General Meeting held on 30th
September, 2016 and remain unclaimed will be transferred to the Investor Education and
Protection Fund (IEPF) of the Central Government pursuant to the provisions of Companies
Act, 2013. The last date for claiming the dividend is 29th September, 2023. Thereafter, no
claim shall lie on dividend for the year ended 31st March, 2016 from the shareholders.
MCA has notified the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (IEPF Rules). Pursuant Section 124(6) of the
Companies Act, 2013 read with IEPF Rules as amended, all shares in respect of which
dividend has not been paid or claimed for seven consecutive years or more, shall be
transferred by the Company to the IEPF.
subsidiaries
The Company does not have any subsidiary within the meaning of the Companies Act, 2013.
Credit rating
The rating committee of Informatics Valuation and Rating Private Limited has assigned a
long term credit rating of IVR BBB- (pronounced as IVR Triple B Minus) as against long
term credit rating of IVR BB+ of previous year and a short term credit rating of IVR A3
(pronounced as IVR A Three) as against short term rating of IVR A4+ of previous year to
the line of credit facility enjoyed by the Company. The outlook on the long term and short
term rating is stable.
Particulars of remuneration of dIreCtors / kMP / eMPLoYees
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached to this Report as ANNEXURE
I.
The statements required under Section 197 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
(‘the Rules), as amended, form part of this Report and will be made available to
any Member on request, as prescribed therein.
the Conservation of energy and technology absorption, foreign earnings and outgo
Information in accordance with the provisions of Section 134 (3) (m) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in ANNEXURE II which
forms part of this Report.
statutory auditors
In the 33rd Annual General Meeting of the Company held on 30th September, 2022, M/s.
GSA & Associates LLP, Chartered Accountants, Delhi (Firm Registration
No.000257N/N500339), were appointed as the Statutory Auditors of the Company to hold
office until the conclusion of the 34th Annual General Meeting. The term of M/s GSA &
Associates, Chartered Accountants, as Statutory Auditors, expires at the conclusion of the
ensuing annual general meeting. Board of Directors at its meeting held on 14th August,
2023, based on the recommendation of the Audit Committee has recommended the
re-appointment of M/s. GSA & Associates LLP, Chartered Accountants, Delhi (Firm
Registration No.000257N/N500339) as the Statutory Auditors of the Company.
M/s. GSA & Associates LLP, Chartered Accountants, have consented to the said
appointment and confirmed that their reappointment, if made, would be within, the limits
specified under Section 141(3)(g) of the Act and that they are not disqualified to be
appointed as statutory auditors in terms of Section 143 of the Act. M/s. GSA &
Associates LLP, Chartered Accountants, will be appointed as the Statutory Auditors of the
Company from the conclusion of the ensuing Annual General Meeting till the conclusion of
the 35th Annual General Meeting to be held in the year 2024, on a remuneration, out of
pocket expenses etc., incurred in connection with the audit as may be decided by the Board
in consultation with the auditors. The members are therefore requested to appoint M/s. GSA
& Associates LLP, Chartered Accountants, as statutory auditors of the Company for a
term of 1 (One) year from the conclusion of the ensuing Annual General Meeting till the
conclusion of the 35th Annual General Meeting, to be held in 2024.
The Independent Auditors Report, by M/s. GSA & Associates LLP, Chartered
Accountants, for the financial year ended 31st March, 2023 does not contain any adverse
remark or reservation and therefore, do not call for any further explanation or comments
from the Board under Section 134(3) of the Companies Act, 2013.
secretarial auditors
As per the provisions of Section 204 of the Companies Act, 2013 and Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company appointed M/s Nitin S. Sharma & Associates (CP No. 9761), Practising
Company Secretaries, Aurangabad to undertake the Secretarial Audit of the Company for the
Financial Year 2022-23. The Secretarial Audit Report in Form No MR-3 for the Financial
Year 2022-23 is annexed herewith as ANNEXURE III and forms a part of this report. The
Secretarial Audit Report does not contain any adverse remark or reservation and therefore,
do not call for any further explanation or comments from the Board under Section 134(3) of
the Companies Act, 2013.
Pursuant to SEBI Circular dated 8th February, 2019, a report on Secretarial Compliance
by M/s Nitin S. Sharma & Associates (CP No. 9761), Practising Company Secretaries,
Aurangabad, for the financial year ended 31st March, 2023 has been submitted with the
Stock Exchange.
Cost auditors
As per the provisions of Section 148 (3) of the Companies Act, 2013, the Board of
Directors of the Company had appointed M/s B R Chandak & Co. (Registration No. 21959),
as Cost Auditors of the Company, for conducting the audit of cost records for the
financial year ended 31st March 2023. The Cost Auditor has submitted its report for the
financial year 2022-23 to the Board of Directors and the same has been approved by the
Board of Directors in their meeting held on 14th August, 2023. A proposal for ratification
of remuneration of the Cost Auditors for the financial year 2023-24 is placed before the
shareholders for ratification / approval. adequacy of Internal financial Control system
According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial
Control (IFC) means the policies and procedures adopted by the company for ensuring the
orderly and efficient conduct of its business, including adherence to companys policies,
the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information.
Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding
adequacy of Internal Financial Controls with reference to the financial statements to be
disclosed in the Boards report. The Company has a well placed, proper and adequate IFC
system which ensures that all assets are safeguarded and protected and that the
transactions are authorised, recorded and reported correctly. The Internal Auditors are an
integral part of the internal control system of the Company. To maintain its objective and
independence, the Internal Auditors report to the Audit Committee of the Board. The
Internal Auditors monitor and evaluate the efficacy and adequacy of internal control
systems in the Company.
directors
director retiring by rotation:
Mr. Narendrakumar Gupta (holding DIN 00062268) retires by rotation under Section 152 of
the Companies Act, 2013 and being eligible, offers himself for reappointment. The brief
resume of Mr. Narendrakumar Gupta, the nature of his expertise in specific functional
areas, names of the companies in which he has held directorships, committee memberships /
chairmanships, his shareholding etc. are furnished in the explanatory statement to the
notice of the ensuing AGM. declaration by Independent directors:
Your Company has received declarations from Mr. B. R. Galgali, Mrs. Bhavna Saboo,Mr.
Anil Kumar Gupta and Mr. Ulhas Gaoli, Independent Directors, under provisions of Section
149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as
provided under sub-section (6) of Section 149 of the Companies Act, 2013.
key Managerial Personnel
The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the
Companies Act, 2013 are as follows:
| Mr. Sunil Todi |
Managing Director |
| Mr. P. M. Nijampurkar |
Whole-time Director |
| Mr. Pawan Gupta |
Chief Financial Officer |
| Mr. Mitesh Gadhiya |
Company Secretary** |
| Mr. Radhyeshyam Rathi |
Company Secretary*** |
** Mr. Mitesh Gadhiya has resigned from the post of Company Secretary and Compliance
Officer of the Company on 31st March, 2023.
*** Mr. Radhyeshyam Rathi has been appointed as a Company Secretary and Compliance
Officer of the Company from 14th August, 2023.
annual return
A copy of annual return as provided under Section 92 (3) of the Companies Act, 2013 in
the prescribed form, is hosted on the Companys website and can be accessed at
https://www.akartoolsltd.com/investor.html.
Corporate governance
All the requirements of the Corporate Governance are adhered to both in letter and
spirit. All the committees of the Board of Directors meets at regular intervals as
required in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015. Board of Directors have taken all necessary steps to ensure compliance with all
statutory requirements. The Directors and Key Managerial Personnel of your Company have
complied with the approved ‘Code of Conduct for Board of Directors and Senior
Executives of the Company. The report on Corporate Governance as required under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this
report and is annexed as ANNEXURE IV.
Number of Meetings of the Board of directors and Committee Meetings
The details regarding the number of meetings of the Board of Directors and Committee
meetings during the period under review is given in the Corporate Governance Report.
Performance evaluation of the Board, Its Committees and Individual directors
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing
Regulations 2015, the Board, in consultation with its Nomination & Remuneration
Committee, has formulated a framework containing, inter-alia, the criteria for performance
evaluation of the entire Board of the Company, its Committees and Individual Directors,
including Independent Directors. The detailed information in this regard has been given in
the Corporate Governance Report.
Management discussion and analysis
A detailed report on the Management Discussion and analysis is annexed as ANNEXURE V
and forms part of this report.
Whistle Blower Policy / vigil Mechanism for directors and employees
Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014, the Company has in place whistle blower policy
/ vigil mechanism for Directors and employees of the Company.
The whistle blower policy/vigil mechanism provides a route for directors and employees
to report, without fear of victimisation, any unethical behaviour, suspected or actual
fraud, violation of the Companys code of conduct and instances of leak of unpublished
price sensitive information, which are detrimental to the organisations interest. The
mechanism protects whistle blower from any kind of discrimination, harassment,
victimisation or any other unfair employment practice.
The Policy is placed on the Companys website and can be accessed at
https://www.akartoolsltd.com/investor/ policies.html.
Nomination and remuneration Policy
Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies
Act, 2013, the Nomination and Remuneration Committee of the Board of Directors has in
place a policy which deals with the manner of selection of Board of Directors and Managing
Director and their remuneration. The objectives and key features of this policy are: (a)
Formulation of the criteria for determining qualifications, positive attributes of
directors, Key Managerial Personnel (KMP) and senior management personnel and also
independence of Independent Directors; (b) Aligning the remuneration of Directors, KMPs
and senior management personnel with the Companys financial position, remuneration paid
by its industry peers etc.; (c) Performance evaluation of the Board, its committees and
Directors including Independent Directors; (d) Ensuring Board diversity; (e) Identifying
persons who are qualified to become Directors and who may be appointed in senior
management in accordance with the criteria laid down; and (f) Directors induction and
continued training. The Nomination and Remuneration policy of the Company is available on
Companys website and can be accessed at https://www.akartoolsltd.com/
investor/policies.html.
related Party transactions
All related party transactions those were entered during the financial year were in the
ordinary course of business and on arms length basis. All related party transactions are
placed before the Audit Committee for review and approval. Prior omnibus approval is also
obtained from the Audit Committee for the related party transactions which are of
repetitive nature and which can be foreseen and accordingly the required disclosures are
made to the Audit Committee on quarterly basis in terms of the omnibus approval of the
Committee.
Since all the related party transactions entered into by the Company were in ordinary
course of business and were on an arms length basis during the period under review,
therefore Section 188 (1) of Companies Act, 2013 is not applicable to the said related
party transactions. Thus the Company is not required to prepare Form AOC-2. The policy on
materiality of related party transactions and also on dealing with related party
transactions as approved by the Audit Committee and the Board of Directors is uploaded on
the web-site of the Company "www.akartoolsltd.com" under the tab
"Policies".
Particulars of Loans, guarantees or Investments Under section 186 of the Companies act,
2013
There is no loan given or guarantee provided or security provided or investment made by
the Company during the financial year 2022-23 as per Section 186 of the Companies Act,
2013.
dematerialization of shares
The shares of your Company are being traded in electronic form and the Company has
established connectivity with both the depositories i.e. National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the
numerous advantages offered by the Depository system, Members are requested to avail the
facility of dematerialization of shares with either of the Depositories as aforesaid. As
on 31st March, 2023, 98.79% of the share capital stands dematerialized.
Corporate social responsibility (Csr)
The net profit of the Company for the FY 2022-23 was above Rupees Five Crore,
therefore, the provisions of Section 135 of the Companies Act, 2013 and rules related
thereto, relating to Corporate Social Responsibility, are applicable to the company for
the period under review. The annual report on CSR activities is annexed to this report as
ANNEXURE VI. The CSR Policy is available on Companys website and can be accessed at
https://www. akartoolsltd.com/investor/policies.html.
disclosure on audit Committee
The Audit Committee as on 31st March, 2023comprises of the following Directors: i. Mrs.
Bhavna Saboo (Chairperson) ii. Mr. B. R. Galgali (Member) iii. Mr. Sunil Todi (Member) All
the recommendations of the Audit Committee were accepted by the Board of Directors.
risk assessment and Management
Your company is exposed to various business risks. These risks are driven through
external factors like economic environment, competition, regulations etc. The Company has
laid down a well defined risk management mechanism covering the risk mapping and trend
analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise
is being carried out to identify, evaluate, manage and monitor business and non-business
risks. The Audit Committee and Board periodically review the risks and suggest steps to be
taken to manage/mitigate the same through a properly defined framework.
During the year, a risk analysis and assessment was conducted and no major risks were
noticed, which may threaten the existence of the Company.
directors responsibility statement
Pursuant to the requirements under Section 134 (3) (c) of the Companies Act, 2013, with
respect to Directors Responsibility Statement, it is hereby confirmed that: (a) in the
preparation of the annual financial statements for the year ended 31st March 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures;
(b) the Directors have, in consultation with Statutory Auditors, selected such
accounting policies and applied them consistently and made judgments and estimates 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 and of the net profit of the Company for the
financial year ended 31st March 2023;
(c) the Directors have taken proper and sufficient care to maintain adequate accounting
records in accordance with the provisions of the Companies
Act,2013forsafeguardingtheassetsoftheCompany and 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 fraud and other
irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down adequate internal financial controls to be followed by
the Company and such internal financial controls were operating effectively during the
financial year ended 31st March 2023; and (f) the Directors had devised proper systems to
ensure compliance with the provisions of all applicable laws and such systems were
adequate and operating effectively throughout the financial year ended 31st March 2023.
details IN respect of frauds reported BY auditors Under section 143 (12) of Companies
act, 2013
During the financial year ended 31st March 2023, there were no frauds reported by the
auditors to the Audit Committee or the Board under Section 143 (12) of the Companies Act,
2013.
deposits
Your Company has not accepted any deposits under Chapter V of the Companies Act, 2013
read with Companies (Acceptance of Deposits) Rules, 2014,during the period under review.
Compliance With secretarial standards
The Board of Directors affirms that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India i.e.
Secretarial Standard-1 (SS-1) on the meetings of Board of Directors and Secretarial
Standard-2 (SS-2) on General Meetings read with MCA circulars and SEBI Circulars issued in
this regard.
Material Changes affecting the financial Position of the Company
There have been no material changes or commitments affecting the financial position of
the Company, which have occurred between the end of the financial year and the date of
this report.
Contingent Liabilities
The details of contingent liabilities are given in Note No. 31 of the Notes to
Financial Statements.
Nature of Business
There has been no change in the nature of business of the Company.
familiarization Programmers for Independent directors
To familiarise Independent Directors with the Companys operations, as required under
Regulation 25(7) of the SEBI Listing Regulations, the Company has held various programmes
for the Independent Directors during the period under review. The details of such
familiarisation programmes is available on the website of the Company ‘www.
akartoolsltd.com under the head ‘Board of Directors under ‘Familiarisation
Programme.
Human resources
Your Company believes in engaging human resources as they are the key differentiator
for the success of the Company. Keeping the employees engaged and committed can go a long
way in attainment of objectives and ensuring sustained business performance. In line with
this, your Company has initiated several interventions that will enhance the engagement of
the employees. Being a people centric organisation, your Company recognizes the
significance of building next generation leadership by developing internal talent to meet
the organisational objectives. Through this, the human resources function continues to
align its strategic interventions and processes, while simultaneously addressing the needs
of multiple stakeholders and maintaining a competitive employee cost. Your Company
continues to have cordial and harmonious industrial relations across all the manufacturing
units. The total number of employees of the Company as on March 31, 2023 stood at 362.
occupational Health, safety, environment and Industrial relations
Your Company has effectively deployed policies on Safety, Occupational Health &
Environment at all locations. It continually focuses on improving the effectiveness of
system processes, through globally accepted standards.
Your Company develop and manufacture products that are safe, eco-friendly and
economical. Your Company reviews its processes and its behaviour on a regular basis and
measures its effect on peoples health and on the nature. During the year the Company had
cordial relations with workers, staff and officers. The shop floor management is done
through personal touch, using various motivational tools and meeting their training needs
requirements. The Company has taken initiative for safety of employees and implemented
regular safety, imparted machine safety training, wearing protective equipment etc.
Listing
Your Companys shares continue to be listed on BSE Limited and are actively traded. The
listing fee to BSE Limited for the year 2023-24 has been paid by your Company.
Policy against sexual Harassment at Workplace
Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an
Internal Complaints Committee. The following is a summary of sexual harassment complaints
received and disposed off during the year: No. of complaints received: Nil No. of
complaints disposed off: NA
Code of Conduct
Directors, Key Managerial Personnel and Senior Management of the Company have confirmed
compliance with the Code of Conduct applicable to the Directors and employees of the
Company. The Code of Conduct is available on the Companys Website and can be accessed at
https://www.akartoolsltd.com/investor/ policies.html. A Declaration made in this by
Managing Director is annexed to this report as ANNEXURE X
Policy for Preservation of documents and archival Policy
In compliance with Regulation 9 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time,
the Company has in place the policy for preservation of document and archival policy.
acknowledgements
Your Directors are pleased to express their gratitude for all the co-operation and
assistance received from bankers, members, customers, vendors, various Government
authorities for their support and faith in the Company. Your Directors also wish to place
on record their sincere appreciation for the dedicated efforts and consistent contribution
made by the employees at all levels, to ensure that your Company continues to grow and
excel.
|
By order of the Board of directors |
|
Sd/- |
| Date: 14th August 2023 |
N K Gupta |
| Place: Aurangabad |
(Chairman) |
|
DIN. 00062268 |
+91-9892691696
