Antariksh Industries Ltd Directors Report.

Your Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2019.

Financial Results

The financial performance of your Company for the year ended March 31st, 2019 is summarized below:

(Rupees in Lacs)

Particulars 2018-19 2017-2018
Income from operations (Net) 2937.18 1012.33
Other Income 0.00 0.08
Total Income 2937.18 1012.41
Total Expenses 2914.50 1002.58
Profit/(Loss) 22.68 9.83
(-) Exceptional Items - -
Profit/(Loss)Before Tax 22.68 9.83
Tax
(-) Current Tax 5.90 1.88
(+) Deferred Tax 0.00 1.39
Net Profit After Tax 16.79 9.34
(-) Extraordinary Items 0.00 -
Net Profit 16.79 9.34

The Company has earned income from real estate and trading activates. The Company has achieved turnover of Rs. 2937.18 Lacs and earned profit before tax of Rs. 22.68 Lacs. As compare to the last year profit before tax of Rs. 9.83 lacs.

Change Of Business If Any:

The Company is trying to set dominance in the real estate and trading activates business in India and is also looking to expand further. However there is no change in the Business during the financial year 2018-19.

Management Discussion and Analysis Report:

To avoid duplication between the Directors Report and the Management Discussion and Analysis Report for the year, we present below a composite summary of performance of the various business & functions of the Company.

Industry Overview:

The trend in slowdown in global growth continued during the year. India was the fastest growing large economy with a stable currency that performed better than the most emerging market currencies. If the industry players manage to restructure their operations as per the new realities, success will not be very hard to find now. The Company has already achieved decent turnover of Rs. 2937.18 lacs during year under review and company expects the decent increase in turnover and profit margin in upcoming time.

Business Overview:

The main business activities are into real estate & trading activities, especially in the close proximity of Mumbai and nearby suburban. The management was confident of business potential in this new venture and hence we achieved decent turnover in current year. Company has already started taking various labour contracts for construction of warehouses, Godowns etc and also company has started trading in various materials which required for construction of warehouses/downs etc. Initially, these activities are carried in and around Mumbai.

Adequacy of Internal Control:

An appropriate and adequate system of internal controls exist in the company to ensure that all assets are safeguarded and protected against loss or from misuse or disposition, and that the transactions are authorized, recorded and reported suitably. Internal control systems are ensuring effectiveness of operations, accuracy and promptness of financial reporting and observance with laws & regulations.

The internal control is supplemented on an ongoing basis, by an extensive program of internal audit being implemented throughout the period. The internal audit reports along with management comments thereon are review by the Audit Committee of the Board comprising of independent and non-executive Directors, on a regular basis. Implementations of the suggestions are also monitored by the Audit Committee. The internal control is designed to ensure that the financial and other records of the company are reliable for preparing financial statements and other data, and for maintaining accountability of assets.

Human Resource Development:

The Company recognizes the importance of Human Resource as a key asset instrumental in its growth.

The Company believes in acquisition, retention and betterment of talented team players. With the philosophy of inclusive growth, the Company has redefined its performance management system. The new system focuses on progression of individual employees together with organizational goals. Under the new system increased thrust will be on job rotation and multi- skilling.

Manpower:

The company recognizes the importance of human value and ensures that proper encouragement both moral and financial is extended to employees to motivate them.

Segment-Wise Performance:

The Company is into single reportable segment only.

Compliance:

The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with regulatory and internal guidelines. The Compliance Department of the Company is continued to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by regulators, the Companys Board of Directors and the Companys Compliance Policy. The Audit Committee of the Board reviews the performance of the Compliance Department and the status of compliance with regulatory/internal guidelines on a periodic basis.

New Instructions/Guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units operate within the boundaries set by regulators and that compliance risks are suitably monitored and mitigated in course of their activities and processes.

Cautionary Statement:

Investors are cautioned that this discussion contains statements that involve risks and uncertainties. Words like anticipate, believe, estimate intend, will, expect and other similar expressions are intended to identify "Forward Looking Statements". The company assumes no responsibility to amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events. Actual results could differ materially from those expressed or implied.

Dividend:

The Board of Directors does not recommend any Dividend for the year under review.

Subsidiary Companies:

The Company does not have any subsidiary Company.

Share Capital:

The Company Authorize Capital is Rs.10,00,00,000/-. The paid-up capital of the Company as on 31st March, 2019 is Rs. 20,00,000/-.

Reserves:

The Company has earned profit after tax of Rs. 16.79 Lacs during the year under review, so the amount was transferred to the Reserves.

Acceptance of Fixed Deposits:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 73, of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rule, 2014, during the year under review.

Particulars of Contract or Arrangement with Related Party:

There are transaction with Related Party which requires disclosure under Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014. and as defined under Regulation 23 of the SEBI (LODR) Regulations, 2015, The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website. All related party transactions which were entered into during the year were on arms length basis and were in the ordinary course of business and did not attract provisions of section 188 of the Companies Act, 2013 and were also not material related party transactions under Regulation 23 of the SEBI (LODR) Regulations, 2015. Pursuant to Regulation 26(5) of the SEBI (LODR) Regulations, 2015, senior personnel made periodical disclosures to the Board relating to all material, financial and commercial transactions, where they had or were deemed to have had personal interest that might have been in potential conflict with the interest of the Company & same is nil. The disclosed in Form AOC - 2 (Annexure - I) in regards to Related party.

Loans, Investment and Guarantees by the Company:

There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement.

Internal Financial Controls:

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

Disclosures under Section 134(3) (l) of the Companies Act, 2013:

No material changes and commitments which could affect the Company financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.

Directors:

There are changes in the composition of the Board of Directors of the Company during the year under review, two resignations of Directors and two appointments.

Mr. Rushabh Hasmukh Mehta and Mrs. Sandhya Krishna Karanjavkar have been appointed as Directors of the Company as on 13th July, 2018 and Mrs. Renu Surendra Gupta (vide DIN: 00399313) as a Director Tender her resignation and the same were accepted by board on 13th July, 2018 & Mr. Narendra Prabhakar Mahajani (Vide DIN: 01048676) vacate his office of director on 13th July, 2018 due to the disqualification under section 164(2) of the Company Act, 2013.

Also during the year there was change in the composition on compliance officer as Mrs. Vaibhavi Smit Shah who was appointed as the Company Secretary and the Compliance officer of the Company resigned on 14th August, 2018 and Ms. Richa Pankaj Shah were appointed for the same with effect from 14th August, 2018. Also Ms. Richa Pankaj Shah Resign from her post with effect from 09th January, 2019 and Mrs. Rekha Soni were appointed as the Company Secretary and the Compliance officer of the company with effect from 09th January, 2019.

The composition of Board of director as on 31st March, 2019 were as follows:

DIN/PAN Name Begin date End date
05019696 Mr. Bhagwanji Narsi Patel 29/08/2016 -
05292970 Mr. Utkarsh Goyal 29/08/2016 -
07165479 Mr. Rushabh Hasmukh Mehta 13/07/2018 -
08180731 Mrs. Sandhya Krishna Karanjavkar 13/07/2018 -
BSHPS1682N Mrs. Rekha Soni 09/01/2019 -

Directors Remuneration Policy

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration policy, providing criteria for determining qualifications, positive attributes, independence of a Director and a policy on remuneration for Directors, key managerial personnel and other employees.

The detailed Remuneration policy is displayed on the Companys website.

Consolidated Financial Statement

The Company does not required to prepare the Consolidation financials as the Company does not has any subsidiary, joint venture and associate Company.

Declarations by Independent Director:

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act,2013.

Auditors:

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/ s. DMKH & Co., Chartered Accountants, Mumbai, hold office up to the conclusion of the ensuing Annual General Meeting of the Company.

However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the said Statutory Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Necessary resolution for ratification of appointment of the said Auditor is included in this Notice.

Auditors Report:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

Directors Responsibility Statement:

In accordance with the requirement of Section 134 of the Companies Act, 2013, the Board of Directors of the Company confirms that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year ended 31st March, 2019.

(c) The Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities.

(d) The Directors have prepared the Annual Accounts on a going concern basis.

(e) There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

(f) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(g) Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during F.Y. 2018-19.

Annual Evaluation by the Board of Its Own Performance, Its Committees and Individual Directors:

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual Directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company. Information on the manner in which the annual evaluation has been made by the Board of its own performance and that of its Committee and individual Directors is given below.

Details of Committee of Directors:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2018-19 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report is given below. The recommendation by the Audit Committee as and when made to Board has been accepted by it.

Risk Management:

During the year, Management of the Company evaluated the existing Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company and approved by the Board. The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

Secretarial Audit Report

A Secretarial Audit Report for the year ended 31st March, 2019 in prescribed form duly audited by the Practicing Company Secretary CS Rajvirendra Singh Rajpurohit, Thane is annexed herewith and forming part of the report.(Annexure-II)

Extract of Annual Return

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure - I)

Corporate Governance

The report on Corporate Governance as required by, SEBI (LODR), Regulations, 2015 is not applicable to the Company as its paid-up capital is below the threshold limit specified by it. However, report on Corporate Governance as required by the Companies Act, 2013 is given below to the extent it is applicable and the Company has complied with all the statutory and regulatory requirements as stipulated in the applicable laws.

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2018-19. A declaration to this effect signed by the Director of the Company is contained in this Annual Report. The Managing Director have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI (LODR), Regulations, 2015.

Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed to this Report.

Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance is not applicable to the Company as the paid-up capital of the Company was less than Rs. 10 crores and net worth of the Company was less than Rs. 25 crore as on 31st March, 2019.

Board of Directors

The Company is managed by suitably well - qualified, experienced and competent professional directors and Key Managerial Personnel. The members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Administration and Marketing. The Company is benefitted by the experience and skills of the Board of Directors.

The Independent Directors have made disclosures to the Board confirming that there are no material, financial and/or commercial transactions between them and the company which could have potential conflict of interest with the company at large. The Company has a Code of Conduct for Directors and Senior Management personnel.

Code of Conduct

Regulations 17(5) of the SEBI (LODR) Regulations, 2015, requires listed Companies to lay down a Code of Conduct for its Directors and Senior Management, incorporating duties of a Directors as laid down in the Companies Act, 2013. The Board has adopted a Code of Conduct for all Directors and Senior Management of the Company.

Maximum Tenure of Independent Directors

The maximum tenure of Independent Directors is in accordance with the Companies Act, 2013 and Regulation 25(2) of the SEBI (LODR) Regulations, 2015.

Formal Letter of Appointment To Independent Directors

The Company issues a formal letter of appointment to Independent Directors in the manner as provided in the Companies Act, 2013.

Directors Interest in the Company

Sometime, the Company does enter into contracts with companies in which some of the Directors of the Company are interested as director or member. However, these contracts are in the ordinary course of the Companys business without giving any specific weight age to them. Directors regularly make full disclosures to the Board of Directors regarding the nature of their interest in the companies in which they are directors or members. Full particulars of contracts entered with Companies in which directors are directly or indirectly concerned or interested are entered in the Register of Contracts maintained under Section 189 of the Companies Act, 2013 and the same is placed in every Board Meeting for the noting of the Directors.

Responsibilities & Functions of Board of Directors

The Board of Directors of the listed entity shall have the following responsibilities:

1. Disclosure of information:

i. Members of Board of Directors and key managerial personnel shall disclose to the Board of directors whether they, directly, indirectly, or on behalf of third parties, have a Material interestinanytransactionormatterdirectlyaffectingthelistedentity.

ii. The Board of Directors and senior management shall conduct themselves so as to meet the expectations of operational transparency to stakeholders while at the same time maintaining confidentiality of information in order to foster a culture of good decision- making.

2. Key functions of the Board of Directors:

(i) Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans, setting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions and divestments.

(ii) Monitoring the effectiveness of the listed entitys governance practices and making changes as needed.

(iii) Selecting, compensating, monitoring and, when necessary, replacing key managerial Personnel and overseeing succession planning.

(iv) Aligning key managerial personnel and remuneration of board of directors with the longer term interests of the listed entity and its shareholders.

(v) Ensuring a transparent nomination process to the board of directors with the diversity of thought, experience, knowledge, perspective and gender in the board of Directors.

(vi) Monitoring and managing potential conflicts of interest of management, members of the Board of Directors and shareholders, including misuse of corporate assets and abuse in related party transactions.

(vii) Ensuring the integrity of the listed entitys accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.

(viii) Overseeing the process of disclosure and communications.

(ix) Monitoring and reviewing Board of Directors evaluation framework.

3. Other responsibilities:

i. The Board of Directors shall provide strategic guidance to the listed entity, ensure effective monitoring of the management and shall be accountable to the listed entity and the shareholders.

ii. The Board of Directors shall set a corporate culture and the values by which executives throughout a group shall be have.

iii. Members of the Board of Directors shall act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the listed entity and the shareholders.

iv. The Board of Directors shall encourage continuing directors training to ensure that the members of Board of Directors are kept up-to-date.

v. Where decisions of the Board of Directors may affect different shareholder groups differently, the Board of Directors shall treat all shareholders fairly.

vi. The Board of Directors shall maintain high ethical standards and shall take into account the interests of stakeholders.

vii. The Board of Directors shall exercise objective independent judgment on corporate affairs.

viii. The Board of Directors shall consider assigning a sufficient number of non- executive members of the Board of Directors capable of exercising independent judgment to tasks where there is a potential for conflict of interest.

ix. The Board of Directors shall ensure that, while rightly encouraging positive thinking, these do not result in over-optimism that either leads to significant risks not being recognized or exposes the listed entity to excessive risk.

x. The Board of Directors shall have ability to step back to assist executive management by challenging the assumptions underlying: strategy, strategic initiatives (such as acquisitions), risk appetite, exposures and the key areas of the listed entitys focus.

xi. When committees of the Board of Directors are established, their mandate, composition and working procedures shall be well defined and disclosed by the Board of Directors.

xii. Members of the Board of Directors shall be able to commit themselves effectively to their responsibilities.

xiii. In order to fulfill their responsibilities, members of the Board of Directors shall have access to accurate, relevant and timely information.

xiv. The Board of Directors and senior management shall facilitate the independent Directors to perform their role effectively as a member of the Board of Directors and also a member of a committee of Board of Directors.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board has carried out an annual evaluation of its own performance, and that of its Committees and individual directors. Manner in which such formal annual evaluation was made by the Board is given below:

• Performance evaluation criteria for Board, Committees of the Board and Directors were approved by the Board at its meeting.

Under law, as per the report of performance evaluation, the Board shall determine, inter alia, whether to continue the term of appointment of the independent director. During the year under review, there was no occasion to decide on the continuance of the term of appointment of any of the independent directors and hence, the question of taking a decision on their re-appointment did not arise.

Details of Remuneration To Directors

The Company has no stock option plans for the directors and hence, it does not form part of the remuneration package payable to any executive and/or non-executive director. During the year under review, none of the directors was paid any performance-linked incentive.

In 2018-19, the Company did not advance any loans to any of the directors of the Company.

Compliances Regarding Insider Trading

The Company had in place a Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices, in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended. These regulations have been substituted by SEBI with a new set of Regulations, which have come into effect from 15 May 2015.

Familiarization of Independent Directors

The details of familiarization programme for Independent Directors have been disclosed on website of the Company. In addition to the extensive induction and training provided as part of the familiarization programme, the Independent Directors are also taken through various business and functional sessions in the Board meetings including the Board meetings to discuss strategy. The details of Directors induction and familiarization are available on the Companys website.

Composition of Board

The Board of Directors of the Company is composed of committed persons with considerable experience in various fields. The Board is properly constituted as per Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on the date of this report, the Board Strength consists of in all 4 directors. Out of them, 2 Directors are Independent Non-Executive & 2 Directors are executive Director. All Independent Non-Executive Directors comply with the legal requirements of being "Independent".

Further none of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5 Committees across all the Companies in which he is a Director. Also necessary disclosures regarding Committee positions in other public Companies have been made to the Company by the Directors at regular intervals. The number of Directorships, Committee Membership/Chairmanship of all Directors is within respective limits prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meetings of the Board Of Director

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from the other Board business. The Board meetings are pre-scheduled & Agenda is circulated well in advance to facilitate the Directors to ensure meaningful participation in the meetings. However in case of special and urgent business need the Committee of Board of Directors met at a short notice and its minutes is noted and confirmed in the subsequent Board meeting. The Agenda for the Board/Committee meetings cover items set out as per guidelines in Listing Regulations & it includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the Financial Year 2018-19, Six Board Meetings were held on the following dates:

Sr. No. Date of Meeting Total Strength Total Number of Directors Present Percentage of Total Number of Directors Present
1 29th May, 2018 3 3 100%
2 13th July, 2018 3 3 100%
3 14th August, 2018 4 4 100%
4 13th November, 2018 4 4 100%
5 09th January, 2019 4 4 100%
6 14th February, 2019 4 3 75%

Details of the Board of Directors and External Directorships

Particulars of the Boards Composition, Directors Attendance at Board Meetings and at the previous Annual General Meeting, number of other Directorships and Board-Committee memberships held as on 31st March, 2019; are given below:

Sr. No. Name of the Director, Designation and Category Attendance of Board Meetings Attendance at previous AGM No. of other Director- ships(*)

Number of other Board Committee positions (@)

As Chairman As Member
1 Mrs. Renu Surendra Gupta 2 No 1 None None
2 Mr. Narendra Prabhakar Mahajani 0 No Nil None None
3 Mr. Bhagwanji Narshi Patel 6 Yes 1 None None
4 Mr. Utkarsh Goyal 6 Yes 19 None None
5 Mr. Rushubh Hasmukh Mehta 3 Yes 6 None None
6 Mrs. Sandhya Krishna Karanjavkar 4 Yes Nil None None

Notes

Directorships held in Private Companies, Foreign Companies and Companies registered under Section 8 of the Companies Act, 2013 are included.

Includes only positions held in Audit Committee and Shareholders/Investor Grievance Committee of the Board of Directors.

Committees of the Board

The Board Committee plays a crucial role in the governance structure of the Company and has been constituted to deal with specific areas/activities which concern the Company and need a closer review. The Board Committee are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The

Chairman of the respective Committee informs the Board about the summary of the discussions held in the Committee meetings.

The Board has constituted following Committees of Directors:

a) Audit Committee,

b) Nomination and Remuneration Committee, and

c) Stakeholders Relationship Committee,

Audit Committee

The Audit Committee consists of three Independent Directors. All members of the Audit Committee are financially literate and they have accounting or related financial management expertise. The primary purpose of the Audit Committee is to assist the Board of Directors (the "Board") of Antariksh Industries Limited (formerly known as "Chanakya Investments Limited"). (The "Company") in fulfilling its oversight

Responsibilities with respect to;

(a) The accounting and financial reporting processes of the Company, including the integrity of the audited financial results and other financial information provided by the Company to its stockholders, the public, any stock exchange and others,

(b) The Companys compliances with legal and regulatory requirements,

(c) The Companys independent auditors qualification and independence,

(d) The audit of the Companys financial statements, and the performance of the Companys internal audit function and its Independent Auditors.

1. To evaluate internal financial controls and risk management systems;

2. To do the valuation of undertakings or assets of the Company, wherever it is necessary.

3. To review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

4. To review the functioning of the Whistle blower mechanism.

5. To review the Companys financial and risk management policies.

6. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, creditors & shareholders (in case of non-payment of declared dividends).

7. To review the statement of uses/application of funds raised through an issue (public issue; rights issue, preferential issue, etc), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and making appropriate recommendations to the Board to take steps in the matter.

8. To carry out any other function as mentioned in the terms of reference of the audit committee.

9. To review management letters/ letters of internal control weakness issued by the Statutory Auditors.

10. To review Statement of deviations in terms of Regulation 32(1) & 32(7); including report of monitoring agency, if applicable.

The periodic review ensures that all areas within the scope of the Committee are reviewed.

Constitution of the Committee:

The Constitution of the Audit Committee is in conformity with the Listing Regulations. The Chairman of the Audit Committee is an Independent Director and is financially literate and has accounting related financial management expertise.

The Composition of the Committee, together with the details of the attendance of each member as at 31st March, 2019 is given below:

Sr. No Name of the Director Designation Meetings attended Category
1. Mr. Rushabh Hasmukh Mehta Chairman 3 Non-Executive Independent Director
2. Mrs. Sandhya Krishna Karanjavkar Member 3 Non-Executive Independent Director
3. Mr. Bhagwanji Narsi Patel Member 4 Executive Director

Meetings of the Committee:

The Committee met Four times during the financial year 2018-19.

Stakeholders Relationship Committee Terms of the Committee:

1. To consider and resolve the grievances of shareholders of the Company with respect to transfer of shares, non-receipt of annual report, non-receipt of dividends, transmission, split, consolidation of share certificates and matters related thereto.

2. To ensure expeditious share transfer process.

3. To evaluate performance and service standards of the Registrar and Share Transfer Agent of the Company.

4. To provide guidance and make recommendations to improve investors service level to the investors.

5. Attending to complaint so if Investor routed by SEBI/ Stock Exchanges/RBI.

Composition & Meeting

The Committee comprises of 2 Non-Executive Independent Directors, namely Mrs. Sandhya Krishna Karanjavkar & Mr. Rushabh Hasmukh Mehta and 1 Executive Director Mr. Utkarsh Goyal as member of the committee.

Responsibilities of Compliance Officer

The compliance officer of the listed entity shall be responsible for-

(a) Ensuring conformity with the regulatory provisions applicable to the listed entity in letter and spirit.

(b) Co-ordination with and reporting to the Board, recognized stock Exchange and depositories with respect to compliance with rules, regulations and other directives of these authorities in manner as specified from time to time.

(c) Ensuring that the correct procedures have been followed that would result in the correctness, Authenticity and comprehensiveness of the information, statements and reports filed by the listed entity under these regulations.

(d) Monitoring email address of grievance redressal division as designated by the listed entity for the purpose of registering complaints by investors.

Role of Nomination and Remuneration Committee

Terms of the Committee

The Committee was renamed as Nomination & Remuneration Committee and the terms of reference of the said committee has been revised in order to align with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as amended from time to time. However, none of the Directors has been given any remuneration during the year under review, except Mr. Bhagwanji Narsi Patel, Managing Director who I drawing salary of Rs. 10,000/- per month. The Committee has devised a policy on Board Diversity. The objective of the policy is to ensure that the Board comprises adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company.

No Stock option has been allotted to any of the Directors during the financial year 2018-2019. The terms of reference of Committee broadly includes identifying & selection of candidates for appointment as Directors/Independent Director based on certain laid down criteria; performing all such functions as are required to be performed by the Committee with regard to such matters as specified under SEBI (LODR) Regulations, 2015 and requirements of section 178 of the Companies Act, 2013. It formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the Directors, key managerial personnel and other employees. While reviewing the Companys remuneration policies and deciding on the remuneration, the Board and the Committee considers the performance of the Company, the current trends in the industry, the qualifications of the appointee, their experience, past performance, responsibilities shouldered by them, the statutory provisions and other relevant factors.

The Committee also ensures that the level & composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully. The Committee also ensures that the relationship of remuneration to performance is clear and meets appropriate performance benchmark. The Committee also ensures that the remuneration to directors, key managerial personnel & senior management involves a balance between fixed & incentive pay reflecting short & long term performance objectives appropriate to the working of the Company & its goals.

Role of committees shall, inter-alia, include the following:

1. To determine/recommend the criteria for determining appointment, qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to remunerations of directors, Key Managerial personal and other employees.

2. To formulate the criteria for evaluation of performance of independent directors and the board of directors.

3. To devise a policy on desired age and diversity of board of directors.

4. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal.

5. To review and determine all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonus, stock options, etc.

Composition

The composition of the Remuneration Committee includes Mr. Rushabh Hasmukh Mehta (Chairman), Mrs. Sandhya Krishna Karanjavkar and Mr. Utkarsh Goyal as members of the committee.

During the financial year ended 31stMarch, 2019 Remuneration Committee meet only once.

Disclosures:

• During the financial year 2018-19, there was Related Party Transaction, with the Managing Directors not having potential conflict with the interests of the Company. Further as a matter of policy, all the transactions with related parties, as per requirements of Accounting Standard 18, are disclosed in the Annual Report of the Company on a regular basis.

• There is no related party transaction during the year, which may not have potential conflict with the interests of Company at large.

• The Company has followed the Indian Accounting Standards issued by the Institute of Chartered

Accountants of India to the extent applicable.

• The Company has adopted the Code of Ethics and Business principles for the members of Board and senior management personnel.

• The Company has adopted a Code of Conduct for Prevention of Insider Trading ("the Code") in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and its subsequent amendment. The code expressly lays down the guidelines and the procedure to be followed and disclosures to be made, while dealing with shares of the Company and cautioning them on the consequences of non-compliance thereof. Further, we affirm that no personnel have been denied access to the Audit Committee. Employees can report to the Management concerned regarding unethical behavior, act or suspected fraud or violation of the Companys Code of Conduct Policy.

• The Company is in compliance with all mandatory requirements of Listing Regulations.

• The Company has ensured that the person who is being appointed as an Independent Director has the requisite qualifications and experience which would be of use to the Company and which in the opinion of the Company would enable him to contribute effectively to the Company in his capacity as an Independent Director.

Extra - Ordinary General Meeting & Postal Ballot

• During the year under review, No extra - ordinary general meeting & postal ballot were held.

Means of Communication

The Quarterly, Half-Yearly and Annual Financial Results of the Company are forwarded to the Bombay Stock Exchange immediately upon its approval by the Board of Directors and are simultaneously published in leading newspapers in English and Marathi (regional language).

In accordance with the Listing Regulations requirements, data pertaining to Shareholding Pattern, Quarterly Financial Results and Other Details are forwarded to the Stock Exchange.

During the year under review, no presentation was made to the institutional investors or analysts.

Market Share Price Data:

There has been trading of 1 share at BSE Limited during the year under review and thereafter the market size of the Company is Rs. 234,000 (200,000 Equity Shares at Market price of Rs. 1.17/- each).

Share Transfer System:

Presently the Share Transfer documents received by the Companys Registrar and Transfer Agents in physical form are processed, approved and dispatched with in a period of 10 to 15 days from the date of receipt, provided the documents received are complete and the shares under transfer are not under dispute. For expeditious processing of share transfers, the Board of Directors of the Company has authorized the Compliance Officer, to decide on various issues like transfers/ transmission of securities in physical form, change in status of shareholders and confirmation of dematerialization.

SEBI Complaints Redress System (SCORES)

SEBI vide circular dated 3rd June, 2011 introduced SCORES, i.e., SEBI Complaints Redress System the system of processing of investors complaints in a centralized web based complaints redress portal known as SCORES. The salient features of this system are: centralized database of all Complaints, online upload Action Taken Reports (ATRs) by concerned Companies and online viewing by investors of action taken on the complaints and its current status.

The Company is registered with SEBI under the SCORES system.

ISIN No

The Companys Demat International Security Identification Number (ISIN) for its equity shares in NSDL and CDSL is INE825M01017

Outstanding GDRs/ADRs:

The Company has not issued any GDRs/ADRs.

Reconciliation of Share Capital Audit

A practicing Company Secretary carries out reconciliation of share capital audit, on half-yearly basis to reconcile the total admitted capital with NSDL & CDSL and total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL & CDSL.

Audit Qualifications

There are Few Audit qualifications in the Companys financial statement for the year under review.

Whistle Blower Policy

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for Directors and employees to report genuine concerns in the prescribed manner. The Whistle Blower policy/vigil mechanism provides a mechanism for the Directors/employees to report violations, without fear of victimization, any unethical behavior, suspected or actual fraud, violation of the Code of Conduct etc. which are detrimental to the organizations interest. The mechanism protects whistle blower from any kind of discrimination, harassment, victimization or any other unfair employment practice. It provides a mechanism for employees to approach the Chairman of Audit Committee. During the year, no such incidence was reported and no personnel were denied access to the Chairman of the Audit Committee. The Whistle Blower Policy of the Company is available on its website.

Corporate Social Responsibility

The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013.

Conservation Of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134 of the Companies Act, 2013 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

Significant and Material Orders Passed By the Regulators or Courts

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

Presentation of Financial Statements

The financial statements of the Company for the year ended 31st March, 2019 have been disclosed as per Schedule III to the Companies Act, 2013.

Statutory Disclosures

A copy of audited financial statements of the said Company will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the year 2018-19 is attached to the Balance Sheet. Pursuant to the legislation Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 introduced by the Government of India, the Company has a policy on Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy.

Details as required under the provisions of section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, are placed on the Companys website, i.e. www.antarikshindustries.comas an Annexure to the Director Report. Details as required under the provisions of section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, are placed on the Companys website, i.e. www.antarikshindustries.comas an Annexure to the Director Report. A physical copy of the same will be made available to any shareholders on request. A cash flow statement for the year 2018-19 is attached with the Balance-Sheet.

Acknowledgement

The Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

By Order of the Board

For Antariksh Industries Limited

(Formerly Known as Chanakya Investments Limited)

Sd/- Sd/-
Bhagwanji Narshi Patel Utkarsh Goyal
Managing Director Director / CFO
DIN: 05019696 DIN: 05292970
Place: Mumbai
Date: 29/05/2019