artemis electricals projects ltd share price Directors report

To,

The Members,

Artemis Electricals and Projects Limited

(Formerly Known as Artemis Electricals Limited)

The Directors are pleased to present the 14^th Annual Report and the Audited Financial Statements for the year ended 31^st March 2023:-

1. FINANCIAL RESULTS:

Effective from the previous financial year 2022-23, The financial statements of the Company prepared in the form of IND-AS and are in accordance with the Section 133 of the Companies

Act, 2013 (the ‘Act) read with Companies (Accounts) Rules, 2014 and amendments thereof.

The financial highlights of the Company for the financial year ended March 31, 2023 as compared to financial year ended March 31, 2023, Further, the Company has prepared consolidated financial statement for the financial year March 31, 2023, Standalone and consolidated results are summarized as follows:

Particulars	Standalone		Consolidated
	Current Year Ended 31/03/2023 (Amount in Lakhs)	Previous Year Ended 31/03/2022 (Amount in Lakhs)	Current Year Ended 31/03/2023 (Amount in Lakhs)	Current Year Ended 31/03/2022 (Amount in Lakhs)
Revenue from business operations	5,821.76	3,432.95	5,821.80	3,432.95
Other Income	0.04	0.06	0.04	0.06
Total Income	5,821.80	3,433.01	5,821.80	3,433.01
Less: - Total Expenses	5,048.15	4,922.91	5,079.74	4,964.34
Profit / (Loss) before exceptional items and tax	773.65	(1,489.91)	742.07	(1,531.33)
Less: - Exceptional items	-	-	-	-
Profit / (Loss) before	773.65	(1,489.91)	742.07	(1,531.33)
Tax
Less: - Tax Expenses	122.38	(318.82)	114.43	(329.25)
(Current & Deferred)
Profit (Loss) for the period	651.27	(1,171.08)	627.64	(1,202.08)
Less: - Other Comprehensive Income	0.95	16.91	0.95	16.91
Total Comprehensive Income for the period	652.22	(1,154.17)	628.59	(1,185.17)

2. STATE OF COMPANYS AFFAIRS AND FUTUREOUTLOOK:

During the year under review, Companys performance and growth are as follows: Income from Operations is Rs. 5821.76 lakhs as compared to the previous F.Y of Rs. 3,432.95 lakhs. The Net profit of the Company is Rs. 652.22 Lakhs as compared to the Loss in the previous F.Y. of Rs. (1,154.17) Lakhs. Further, income from operation on consolidation is Rs. 5,821.80 lakhs as compared to previous F.Y. of Rs. 3432.95 and the Net Profit on consolidation is Rs. 628.59 Lakhs as compared to the Loss in previous F.Y. to Rs.1185.17.

3. TRANSFER TO RESERVE:

During the year under review, The Company has earned profit of Rs. 652.22 Lakh during the financial year 2022-23, thus, profit is transferred to the reserves. Further, in consolidation the profit is around 628.59 Lakhs.

Total Amount lying in the Standalone Reserve and Surplus account at the end on the year is Rs. 5,105.95 /- Lakhs and in consolidation reserve and surplus stood at Rs. 5,051.32/- Lakhs.

4. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business during the year under review.

5. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys future plans and explosion has decided that it would be prudent, not to recommend any Dividend for the year under review.

6. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATECOMPANY:

During the year under the review, the Company has 1(one) Subsidiary Companies. The details of the same are as follows:

A. Artemis Opto Electronic Technologies Private Limited - Subsidiary

The Company does not have any Holding and Joint Venture or Associate during the year under review. In accordance with Section 129(3) of the Companies Act, 2013 read with Rule 6 of Companies (Accounts) Rules, 2014, we have prepared Consolidated Financial Statements of the Company, for its subsidiary which form part of the Annual Report. Further, a statement containing the salient features of the Financial Statements of the subsidiary the prescribed format AOC-1 as "Annexure I" is forming part of the Financial Statements. The statement also provides the details of performance, financial positions of each of its subsidiary

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:

Since there was no unpaid/unclaimed Dividend on the books or any Unpaid Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply to your company.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THEREPORT:

There are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year for the Company i.e., March 31, 2023, and the date of this Directors Report.

9. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

10. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2023 can be accessed at http://www.artemiselectricals.com/.

11. CHANGES IN SHARECAPITAL:

	As at 31 March 2023
Particulars	Number of Shares	Rs. (In lakhs)
Shares outstanding at the beginning of the year @ Rs. 10/- per share	2,51,03,690	2,510.37
Changes during the year Sub Division of shares*	-	-
Shares outstanding at the end of the year @ Rs. 1 per	25,10,36,900	2,510.37
share, considering Split of shares as given below

During the year review there was change in the Financial Year 2022-23 as follows:

*Sub-division of equity shares from the face value of Rs.10/- to face value of Rs. 1/- per share as on record date decided by the Board of Director i.e. March 31, 2023.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP): a) APPOINTMENT/CHANGE IN DESIGNATION OF DIRECTORS:

During the year under review, following changes took place in the management of Board of Directors: -

Sr. No.	DIN	Name of Director	Designation	Nature	Date of Appointment/ Change in designation/Cessation (with effect from)
1.	08122719	Mrs. Richa Sharma	Non-Executive Independent Director	Cessation	30.05.2022
2.	00845482	Mr. Pravin Kumar Brijendra Kumar Agarwal	Executive Director	Cessation*	07.06.2023
3.	07775553	Mr. Sachin Anant Nivalkar	Additional Director-Non- Executive Independent Director	Appointment**	07.06.2023

* Mr. Pravin Kumar Brijendra

Kumar Agarwal cessation of office from Executive Director after completion of Financial Year 2022-23.

** Mr. Sachin Anant Nivalkar Appointment as Additional Non-Executive Director after completion of Financial Year 2022-23.

b) DIRECTORS RETIRE BY ROTATION:

Mr. Saideep Shantaram Bagale (DIN: 07196456), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Saideep Shantaram Bagale (DIN: 07196456). c) CURRENT STRUCTURE OF DIRECTORS AND KEY MANAGERIALPERSONNEL:

Sr. No.	DIN	Name of Director/Key Managerial Personnel	Designation
1	02082675	Mr. Krishnakumar Laxman Bangera	Chairman Cum Non-Executive Independent Director
2	00845482	Mr. Pravin Kumar Brijendra Kumar Agarwal*	Executive Director
3	07203370	Mr. Shivkumar Chhangur Singh	Whole time Director
4	07196456	Mr. Saideep Shantaram Bagale	Non-Executive Director
6	09292428	Mr. Deepak Kumar	Non-Executive Independent Director
7	08858855	Ms. Priyanka Yadav	Non-Executive Independent Director
8	07775553	Mr. Sachin Anant Nivalkar**	Non-Executive Director
9	DIMPS8905K	Mr. ShivkumarChhangur Singh	Chief Financial Officer
10	BULPK2183A	Ms. Alheena Khan***	Company Secretary
11	AUEPB8631N	Ms. Sonal Jain****	Company Secretary

* Mr. Pravin Kumar Brijendra Kumar Agarwal resigned from the company on 07^th June 2023, he holds position of executive director during financial year 2022-23. ** Mr. Sachin Anant Nivalkar appointed from the company on 07^th June 2023, he holds position of Non-Executive Director. ***Ms. Alheena Khan resigned from the company on 30^th June 2023, she holds position of Company Secretary and Compliance Officer during financial year 2022-23. ****Ms. Sonal Jain Appointed from the company on 01^st July 2023, she hold position of Company Secretary and Compliance Officer.

13. MEETINGS OF THE BOARD OFDIRECTORS:

As required by clause (b) of sub-section (3) of Section 134 of the Companies Act, 2013, your directors report that during the Financial Year 2022-23, the Board meets at regular intervals to discuss and review the business operations. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013. The notice of Board meeting including detailed agenda is given well in advance to all the Directors prescribed under the Companies Act, 2013.

During the year under the review, the Company met 7 times on following dates, 30^th May, 2022, 14^th August, 2022, 07^th September, 2022, 14^th November, 2022, 27^th December, 2022, 16^th January, 2023 and 17^th March, 2023.

The details of attendance of the Director at the meetings are held during the year under review is stated herewith:

Sr. No.	Name of Directors	Designation	No. of Meeting attended
1.	Mr. Krishnakumar Bangera	Chairman cum Independent- Non- Executive Director	7
2.	Mr. Pravinkumar Agarwal	Executive Director	7
3.	Mr. ShivkumarChhangur Singh	Whole Time Director and Chief Financial Officer	7
	Mr. Saideep Shantaram Bagale	Non-Executive Director	7
4.	Ms. Richa Sharma*	Independent-Non-Executive Director	1
5.	Ms. Priyanka Yadav	Independent-Non-Executive Director	7
6.	Mr. Deepak Kumar	Independent-Non-Executive Director	7

*Mr. Richa Sharma (DIN: 09292428) was resigned as a Non-Executive Independent Director w.e.f. 30.05.2022.

14. DECLARATION OF INDEPENDENT DIRECTOR:

The Company has received declaration from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act.

15. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria. The Board has carried out an evaluation of its own performance, the directors individually as well as (including chairman) the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and

Stakeholders Relationship Committee of the Company.

The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

1. Attendance at the Board Meetings and Committee Meetings;

2. Quality of contribution to Board deliberations;

3. Strategic perspectives or inputs regarding future growth of Company and its performance;

4. Providing perspectives and feedback going beyond information provided by the management.

16. SEPARATE MEETINGS OF INDEPENDENTDIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, a separate meeting of the Independent Directors of the Company was held to review the performance of Non- Independent Directors, the Board as whole, including the Chairman of the Company and to discuss the matters related to the quality, quantity and timeliness of flow of information between the Company management and the Board.

17. BOARD COMMIITTEES:

Your Company has in place, all the Committee(s) as mandated under the provisions of the Act and Listing Regulations. Currently, there are four Committees of the Board, namely:

Audit Committee

Nomination and Remuneration Committee

Stakeholder Relationship Committee

Corporate Social Responsibility Committee

AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Krishna Kumar Bangera, Mr. Pravin Kumar Agarwal and Ms. Richa Sharma. The Committee was re-constituted as on May 30, 2022 and comprises with Krishna Kumar Bangera, Mr. Pravin Kumar Agarwal and Mr. Deepak Kumar. The composition of the Committee is in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations.

The charter of the Committee is in conformity with the Act and the Listing Regulations as more particularly set out in the Corporate Governance Report, which forms a part of this report.

During the financial year 2022-23, the Committee met 4 (Four) times on 30^th May 2022, 14^TH August 2022, 14^th November 2022, and 16^th January 2023.

The composition and attendance of the members of the Audit Committees:

Name of the Director	Position in Committee	No. of Meeting attended
Mr. Krishnakumar Bangera	Chairman	4
Mr. Pravinkumar Agarwal	Member	4
Ms. Richa Sharma (Cessation w.e.f. 30.05.2022)	Member	1
Mr. Deepak Kumar (w.e.f. 30/05/2022)	Member	3

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of Mr. Saideep Shantaram Bagale, Mr. Krishnakumar Bangera and Ms. Richa Sharma. The Committee was re-constituted as on May 30, 2022 and Committee comprises of Mr. Saideep Shantaram Bagale, Mr. Krishnakumar Bangera and Ms. Deepak Kumar. The Committee is constituted in line with the requirements mandated by the Act and of the Listing Regulations.

The terms of reference of the Committee are in conformity with the said requirements, as more particularly set out in the Corporate Governance Report, which forms a part of this report.

During the financial year 2022-23, the Committee met 3 (Three) times on 30^th May 2022, 14^th August, 2022 and 16^th January 2023.

The composition and Attendance of the members of the Nomination and Remuneration Committee for the financial year 2022-23 is as follows:

Name of the Director	Position in Committee	No. of Meeting attended
Ms. Richa Sharma (Cessation w.e.f. 30/05/2022)	Chairperson	1
Mr. Deepak Kumar (w.e.f. 30/05/2022)	Chairperson	2
Mr. Krishnakumar Bangera	Member	3
Mr. Saideep Shantaram Bagale	Member	3

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee comprises of Mr. Saideep Shantaram Bagale, Mr. Krishnakumar Bangera and Mr. Shiv Kumar Singh. The Committee is constituted in line with the requirements mandated by the Act and of the Listing Regulations.

During the financial year 2022-23, the Committee met Three (3) times on 30^th May 2022, 14^th November, 2022 and 16^th January 2023.

The composition and attendance of the members of the Stakeholders Relationship Committee for the financial year 2022-23 is as follows:

Name of the Director	Position in Committee	No. of Meeting attended
Mr. Saideep Shantaram Bagale	Chairman	3
Mr. Krishnakumar Bangera	Member	3
Mr. Shivkumar Chhangur Singh	Member	3

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The CSR Committee comprises of Ms. Richa Sharma, Mr. Krishnakumar Bangera and Mr. Shiv kumar Singh. The Committee was re-constituted as on May 30, 2022 and comprises with Mr. Deepak Kumar, Mr. Krishnakumar Bangera and Mr. Shiv Kumar Singh. During the year under review, the company was required to spend an amount of Rs. 2.13 Lakhs towards activities as stipulated under Schedule VII of the Act. The Company has spent Rs. 2.13 Lakhs towards CSR initiatives. During the financial year 2022-23, the Committee met Twice on 30^th May 2022 and 16^th January 2023.

The composition and attendance of the members of the CSR Committee for the financial year 2022- 23 is stated as follows: -

Name of the Director	Position in Committee	No. of Meeting attended
Ms. Richa Sharma (Cessation w.e.f. 30/05/2022)	Chairperson	1
Mr. Deepak Kumar (w.e.f. 30/05/2022)	Chairperson	1
Mr. Krishnakumar Bangera	Member	2
Mr. Shivkumar Singh	Member	2

18. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to the provisions of Section 135 of the Act and the Rules made there under, the Company had duly constituted the Corporate Social Responsibility Committee (CSR Committee) in the Company. As part of its initiatives under CSR, the Company has identified various projects. These projects are in accordance with Schedule VII to the Act.

The details as per the provisions are annexed herewith as "Annexure-II"

19. DIRECTORS RESPONSIBILITYSTATEMENT:

Pursuant to Section 134 (5) of Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had 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 that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The Company being unlisted sub clause (e) of section 134(3) is not applicable.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. NOMINATION AND REMUNERATIONPOLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and Independence of Directors.

The said policy is available on the Companys Website

Website Link: https://www.artemiselectricals.com/assets/pdf/Nomination-and-Remuneration-Policy.PDF

21. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted a Vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases.

We affirm that during the financial year 2022-23, no employee or director was denied access to the Audit Committee.

The Vigil mechanism / Whistle Blower Policy is available on the website of the Company at https://www.artemiselectricals.com/assets/pdf/Whistle-Blower-Policy.pdf.

22. RISK MANAGEMENT POLICY:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyse and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through properly defined framework.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companys operations in future.

24. STATUTORYAUDITOR:

The Statutory Auditors of the Company, M/s. Mittal Agarwal & Co., Chartered Accountant [ICAI Registration No. 131025W], had been appointed at the Annual General Meeting held on 30^th September, 2019 for a term of four consecutive years i.e. up to the conclusion of Annual General Meeting for the financial year 2022-23, The statutory auditor confirmed that, they satisfy the eligibility criteria to be appointed as Statutory Auditor in the Company.

As the terms of Auditor has been expired, the Board of Director recommended to appointment of M/s. LLB & CO., Chartered Accountant, Mumbai (FRN No: 117758W) as a statutory auditor and to audit financial Statements of the Company from the Financial Year 2023-24 to 2028-29.

25. AUDITORS REPORT:

There is no qualification, reservation, adverse remark or disclaimer given by the Auditor in Their Report except following remarks mentioned in sub-paras mentioned below of paragraph 1 under (‘Report on Other Legal and Regulatory Requirements section of Auditor report)

1a the company has not updated its records showing quantitative details and situation of the fixed assets.

Boards Reply: The Company updated the Fixed Assets Register, however the auditor commented for the upgradation on the basis of some key indicative factors, the company shall comply the same. 3b. based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has granted advances in the nature of loans to eight parties other than subsidiaries, associates or joint ventures as below:

Particulars	Amount ( in lakhs)
Aggregate amount granted / provided during the year Others	-
Balance outstanding as at balance sheet date - Others	461.89

Boards Reply: These are not the typical of loan, they are business advances.

3f. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has given advances in the nature of loans without specifying any terms or period of repayment as below:

Particulars	All	Promoters	Related
	Parties		Parties
Aggregate Amount of Advances in Nature of Loans
Repayable on Demand (A)	-	-	-
Agreement does not specify any Terms or Period of Repayment (B)	461.89	-	-
Total (A+B)	461.89	-	-
Percentage of Loans / Advances in Nature of	100%	-	-
Loans to the Total Loans

Boards Reply: These are not the typical of loan, they are business advances.

7a According to the information and explanations given to us, no undisputed amounts payable in respect of GST, Income-tax, Duty of Customs, Cess and other material statutory dues were in arrears as at 31 March 2023 for a period of more than six months from the date they became payable except in respect of Tax Deducted at Source of 170.96 Lakhs.

Boards Reply: Due to unavoidable circumstances, As on reporting period there is some delay in payment of Dues.

7b. According to the information and explanations given to us, statutory dues relating to Sales Tax, Value Added Tax, Service Tax, Goods and Services Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs, Duty of Excise or Cess or other statutory dues which have not been deposited on account of any dispute are as under:

Name of the Statute	Nature of the Dues	Amount ( in lakhs)	Period	Forum where dispute is pending
Income Tax Act, 1961	Income Tax	607.83	Assessment Year 2018-19 and 2020-21	Appellate Authority upto Commissioners level
Good and Service Tax Act, 2017	Goods and Service Tax	482.97	Financial Year from 2017-18 to 2021-22	Appellate Authority upto Commissioners level

Boards Reply: The company had appointed professional to assist the matter depending.

Disclaimer of Opinion in Annexure B to the Independent Auditors Report: The information and explanations provided by the management on system of Internal Financial Controls over financial reporting were not complete to enable us to determine if the Company has established adequate Internal Financial Controls over financial reporting and whether such Internal Financial Controls were operating effectively as at 31 March 2023.

Boards Reply: The Company has made adequate Internal Financial Control, as the ERP system was crashed, thus, some of the areas of IFC not been adequately reported.

26. REPORTING OF FRAUD BY AUDITORS:

There is no qualification, reservation, adverse remark or disclaimer given by the Auditor in their Report except following remarks mentioned in sub-paras mentioned below of paragraph 1 under (‘Report on Other Legal and Regulatory Requirements section of Auditor report).

27. INTERNAL AUDITOR:

For the financial year 2022-23, the Company in the Board Meeting appointed Mr. Sharad Rustagi, Chartered Accountants, as an Internal Auditors of the Company for the financial year 2022-23 and the report of Internal Auditor issued and the same has been reviewed by audit and Board.

28. SECRETARIALAUDIT:

The Board had appointed CS Aakruti Somani, Practicing Company Secretaries

(Membership No.54612 and COP No. 20395) as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. As per the provisions of Section 204 of the Act read Rules framed there under. The Secretarial Audit Report in Form MR-3 is given as Annexure III and forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer except penalty and additional fees paid for delay in compliance except following:

In some of the instance SEBI penalty as per Non-compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and additional fees was paid by the Company due to delayed compliances.

Board Reply:- The delay is happened majorly delay in audit process due to a technical issue in the new XBRL format for Regulation 23(9).

Further, attention was drawn by Secretarial auditor on flowing para :-

Attention is drawn that there were certain delays in the redemption of debentures by the Company, however the Company and Debenture holders have mutually agreed to reschedule the redemption of debenture to 15th November 2023, also the few debenture holders have extinguished their right over the premium on debenture redemption amounting to 10.45 Crores vide various letters exchanged till the date of this report. Effect of such waivers / extinguishments have already been considered in these financial statements.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the financial year 2022-23 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by CS Aakruti Somani, Practicing Company Secretaries (Membership No. 54612 and COP No. 20395) has been submitted to the Stock Exchange.

29. COST AUDITOR:

The Cost Audit is not applicable to the Company.

30. DISCLOSURE ON MAINTENANCE OF COST RECORDS:

Pursuant to the Rules made by the Central Government of India, the Company is required to Maintain cost records as specified under section 148(1) of the Act in respect of its products and the Company has Complied with this Provisions.

31. LOANS, GUARANTEES ANDINVESTMENTS:

There are no loans granted, guarantees given and investments made by the Company under Section 186 of the Companies Act, 2013 read with rules framed thereunder except as stated under Note 5 & 8 to the financial statement.

32. RELATED PARTYTRANSACTIONS:

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions which is also available on the Companys website at www.artemiselectricals.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All related party transactions are placed before the Audit Committee for review and approval.

Pursuant to the provisions of the Act and SEBI Listing Regulations with respect to omnibus approval, prior omnibus approval is obtained for related party transactions on a yearly basis for transactions which are of repetitive nature and entered in the ordinary course of business and are at arms length. Transactions entered into pursuant to omnibus approval are verified by the Finance Department and a statement giving details of all related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

All transactions entered with related parties for the year under review were in ordinary course of business and at arms length basis except the Material related party transactions, i.e. transactions exceeding 10% of the annual turnover as per the last audited financial statement, were entered during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2, annexed as Annexure-IV. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. All related party transactions are mentioned in the notes to the accounts. The Directors draw attention of the members to Note No. 38 to the standalone financial statements which sets out related party disclosure.

Pursuant to the provisions of Regulation 34(3) and 53(f) read with clause 2 of Part A of Schedule V of the SEBI Listing Regulations is not applicable and During the year under review, no person(s) or entity(ies) belonging to the promoter/promoter group which held 10% or more share in the paid-up equity share capital of the Company.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGEOUTGO:

As required by Section 134 (3) (m) read with the Companies (Accounts) Rules, 2014, your directors report as under:

A. Conservation of Energy, a) Steps taken / impact on conservation of energy, with special reference to the following: Nil b) Stepstakenbythecompanyforutilizingalternatesourcesofenergyincludingwastegenerated: Nil c) Capital investment on energy conservation equipment: Nil

B. Technology absorption: a) Efforts, in brief, made towards technology absorption. b) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. c) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

1) Details of technology imported.

2) Year of import.

3) Whether the technology been fully absorbed

4) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore. d) Expenditure incurred on Research and Development: Rs NIL

A. Foreign exchange earnings and Outgo:

(Amount in Lakhs)

Particulars	Current year	Previous Year
Foreign Exchange Earnings	-	-
Foreign Exchange Outgo (CIF Basis)	-	-

34. PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of ratio of remuneration of each director to the median employees remuneration are appended to this report as "Annexure V".

35. MANAGEMENT DISCUSSION ANALYSIS:

Management Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "Annexure-

VI".

36. BUSINESS RESPONSIBILITYREPORT:

As per the provisions of Regulation 34 (2) of the SEBI Listing Regulations, as amended, the Annual Report of the top 1000 listed entities based on market capitalization shall include a Business Responsibility Report ("BRR"), thus the Business Responsibility Report is not applicable to us.

37. CORPORATE GOVERNANCE:

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with the following declarations/certifications forms an integral part of this Corporate Governance Report: (Annexed herewith as "ANNEXURE-VII")

1. A declaration signed by Mr. Krishna Kumar Bangera, Chairman and Independent Director, stating that the members of Board of directors and senior management personnel have affirmed compliance with the Companys Code of Business Conduct and Ethics (Annexed herewith as "Annexure-VIII")

2. A compliance certificate from the Companys Secretarial Auditor confirming compliance with the conditions of Corporate Governance (Annexed herewith as "Annexure-IX")

3. A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the Company; (Annexed herewith as "Annexure-X")

4. A certificate of the CFO of the Company, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed to the Report on Corporate Governance. (Annexed herewith as "Annexure-XI")

40. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH

REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has clearly defined organization structure and lines of authority and sufficient Control is exercised through business review by the Management. The Company has adopted a well-defined system to ensure adequacy and efficiency of the Internal Financial Control Function.

41. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

42. COMPLIANCE WITH SECRETARIALSTANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

43. ORDER OF COURT:

No orders are passed by the regulators or courts or Tribunals impacting the going concern status of your companys operation in future.

44. INSIDER TRADING:

The Company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). The Code is applicable to promoters, member of promoter group, all Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. This Code is displayed on the Companys website, www.artemiselectrials.com

45. AFFIRMATIONS AND DISCLOSURES:

a. Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during last three financial years: There are no instances of non-compliances by the Company necessitating imposition of penalties, strictures on the Company by SEBI or any statutory authority, on any matter related to capital markets except as follows: Following non-compliances were made by the company during the financial year 2022-23 and Bombay Stock Exchange Impose the penalties:

Sr. No.	Compliance Requirement Regulations, Circulars and Guidelines including specified clause)	Deviations	Observations/ Remarks of the Board
1.	Regulation 23(9) of SEBI LODR Regulations, 2015 - the listed entity shall submit within 15 days from the date of publication of its standalone and consolidated financial results for the half year.	For the half year ended September 30, 2022, the disclosure of RPT was filed with a delay of 4 days.	Due to a technical issue in the new XBRL format for Regulation 23(9).

b. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation32 (7A): The Company has issued 0% Optionally Convertible Debenture through preferential allotment and allotted Rs.17.50 crore Debentures of Rs.100 each during the financial year 2021-22. The Fund Raised have been fully utilized for the purposes specified in the issue documents and there is no deviation in the use of proceeds.

c. Where the Board had not accepted any recommendation of any committee of the Board which is mandatorily required, in the relevant financial year: NA

46. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy and no such action is reported

47. ACKNOWLEDGEMENT:

The Directors place on record their fathomless appreciation to employees at all levels for their hard work, dedication and commitment, which is vital in achieving the over-all growth of the Company. The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, distributors, business partners and others associated with it as its trading partners. The Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. The Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

The Directors regret the loss of life due to COVID-19 pandemic globally and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

For and on behalf of the Board of Directors

Artemis Electricals and Projects Limited (Formerly Known as Artemis Electricals Limited)

	Sd-	Sd/-
	Saideep Shantaram Bagale	Shiv Kumar Singh
	DIN: 07196456	Whole Time Director & Chief
		Financial Officer
		DIN: 07203370
Place: Mumbai
Dated: 08-09-2023