|
Dear Members,
Your directors have pleasure in presenting the 19th Annual Report
of your Company together with the Audited Statements of Accounts for the financial year
ended 31st March, 2025.
1. FINANCIAL HIGHLIGHTS:
The financial performance of the Company for the year ended 31st March, 2025
is summarized below:
(Rs. In Lakhs)
|
Standalone |
Particulars |
Year ending on 31st March, 2025 |
Year ending on 31st March, 2024 |
| Revenue from Operations |
9818.89 |
9223.26 |
| Other Income |
159.40 |
59.11 |
Total Income |
9978.29 |
9282.37 |
| Depreciation |
717.46 |
755.28 |
Total Expenses |
9722.67 |
8444.69 |
| Profit / (Loss) before tax |
255.62 |
837.68 |
| Exceptional Item |
0 |
0 |
| Current Tax |
23.50 |
176.00 |
| Deferred Tax Assets/Liability |
48.03 |
41.32 |
Profit/ (Loss) after Tax |
184.08 |
620.36 |
| Other Comprehensive Income |
-0.40 |
1.75 |
Total Comprehensive Income |
183.68 |
622.11 |
2. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:
Your directors are pleased to inform that the Company has earned a Total Income of INR
9,978.29 Lakhs during the financial year ended March 31, 2025, as compared to INR 9,282.37
Lakhs in the previous financial year. The Profit for the year stood at INR 184.08 Lakhs as
against INR 622.11 Lakhs in the previous year.
The decline in profit is primarily attributable to an increase in operating expenses
and tax outflows during the year."
3. DIVIDEND:
No dividend is being recommended by the Directors for the year ending on 31st March,
2025 as the Board of Directors wants to plough back the profit in the business.
4. TRANSFER TO RESERVES
During the year under review, the company do not propose to transfer any sum to
reserve, except for profit or loss earned during the year, which has been transferred to
surpluses account.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Company has not declared and paid any divided during the previous years, the provisions
of Section 125(2) of the Companies Act, 2013 are not applicable.
6. CHANGE IN THE NATURE OF THE BUSINESS:
During the year, there is no change in the nature of the business of the Company.
7. CHANGE IN THE SHARE CAPITAL OF THE COMPANY:
The Authorized Share capital of the Company as at 31st March, 2025 stood at
Rs. 10,20,00,000/- (Rupees Ten Crores Twenty Lakhs) and paid-up capital stood at Rs.
10,12,50,000/- (Rupees Ten Crores Twelve Lakhs Fifty Thousand)
8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year, the Company has sold its entire shareholding in M/s. DIL Venture Oil
and Gas Private Limited, and consequently, it has ceased to be a Wholly Owned Subsidiary
of the Company. Further, as on March 31, 2025, the Company does not have any Subsidiary,
Joint Venture or Associate Company. Accordingly, the requirement of providing a statement
in Form AOC-1 pursuant to the first proviso to Section 129 of the Companies Act, 2013 read
with Rule 5 of the Companies (Accounts) Rules, 2014 is not applicable.
9. PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) for the time being in force). Hence, the requirement for furnishing the
details of deposits which are not in compliance with Chapter V of the Act is not
applicable.
10.MATERIAL CHANGES AND COMMITMENT:
No material changes and commitments affecting the financial position of the Company
occurred between the ends of the financial year to which this financial statement relate
on the date of this report.
11.DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the period under review, no material or
serious observation has been received from the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.
12.DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No significant or material orders have been passed by the Regulators, Courts, or
Tribunals which would impact the going concern status of the Company or its future
operations.
13.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees or made any investments covered under
the provisions of section 186 of the Companies Act, 2013 during the financial period under
review.
14.STATE OF COMPANY'S AFFAIR:
During the year under review, your company has not made any default in repayment of any
of its term loans, have met generally all its obligation in time including its tax
liabilities.
15.RELATED PARTY TRANSACTIONS:
During the year no contracts or arrangements were made with related parties falling
under the purview of Section 188 of the Companies Act, 2013.
There are no materially significant related party transactions made by the company with
Promoters, Key Managerial Personnel or other designated persons which may have potential
conflict with interest of the company at large.
16.PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the
employees of the company has received remuneration above the limits specified in the said
Rule during the financial year 2023-24.
The information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014 is given in the Statement annexed herewith as "Annexure-A".
17.POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy on Directors' Appointment and Remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, and
under Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 adopted by the Board, is appended as "Annexure-B" forming part
of this report.
18.SECRETARIAL STANDARDS
The Directors states that applicable Secretarial Standards, i.e. SS-1 & SS-2 has
been duly followed by the company.
19.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The details of Energy Conservation, Technology Absorption and Foreign Exchange Earning
in terms of Section 134 of the Companies Act, 2013 & rules made thereunder are tabled
below:
Conservation of Energy: |
|
The steps taken or impact on conservation of energy |
The Company is taking due care for using electricity in the factory
premises: |
The steps taken by the company for utilizing alternate sources of
energy The capital investment on energy conservation equipment's |
* Improving natural light by measures like opening windows, studying
illumination needs and eliminating tube lights. * Reducing leakage of compressed air. |
|
* Reducing energy consumption of fans by installing low pressure drop
cyclones. |
|
* Using aerodynamically designed blades. |
|
* Replacing illuminating devices with energy efficient ones. |
|
* Maintaining old machinery in good condition, retrofitting or
replacing with energy efficient ones. |
|
* Minimizing idle running of equipment like air conditioners, pumps,
lights, drilling machines and Welding machines. |
|
* Continuation and increasing scale of measures taken in earlier
years. |
Technology Absorption: |
|
| The efforts made towards technology absorption The benefits derived like
product improvement, cost reduction, product development or import substitution In case of
imported technology (imported during the last three years reckoned from the beginning of
the financial years) |
Updation of Technology is a continuous process, absorption implemented
and adapted by the Company for innovation. Efforts are continuously made to adopt new
products and technology required in the Oil and Gas Industry. |
| The details of technology imported |
|
| The year of import Whether the technology been fully absorbed |
|
| If not fully absorbed, areas where absorption has not taken place, and
the reasons thereof |
|
| The expenditure incurred on Research and Development |
|
Foreign Earnings and Outgo:
During the year, the Company has made following Foreign Exchange Earning and Outgo:
20.DIRECTORS AND KEY MANAGERIAL PERSONNEL i. Composition of Board
Name of Directors |
Designation |
Category |
| Vipul Navin Haria |
Chairman & Managing |
|
|
|
Promoter Executive |
|
Director |
|
| Krunal Pravin Haria |
|
|
|
Whole Time Director |
Promoter Executive |
| Hemang Navin Haria |
Whole Time Director |
|
|
|
Promoter Executive |
|
and CFO |
|
| Divyang Rameshchandra |
|
|
| Patel |
Director |
Non- Executive Independent |
| Piyush Vasanji Savla |
|
|
|
Director |
Non-Executive Independent |
| Ami Nirav Shah |
|
|
|
Director |
Non-Executive Independent |
ii. Appointment/Change in Board & KMP
During the year there is no change in composition of Board of Directors and KMPs
iii. Retirement by rotation and subsequent re-appointment:
Mr. Vipul N. Haria (DIN: 01690638) is liable to retire by rotation at the ensuing AGM
pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of
Association of Company and being eligible have offered himself for reappointment.
Appropriate resolutions for the re-appointment are being placed for your approval at the
ensuing AGM. The brief resume of the Directors and other related information has been
detailed in the Notice convening the 19th AGM of your Company.
iv. Declaration of Independence:
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149 (6) of the Act. In the opinion of the Board,
they fulfil the conditions of independence as specified in the Act and the Rules made
there under and are independent of the management.
v. Evaluation of Board's Performance:
Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued
thereunder and the Listing Regulations (including any statutory modification(s) or
re-enactment(s) for the time being in force), the process for evaluation of the annual
performance of the Directors/ Board/ Committees was carried out.
21.NUMBER OF MEETINGS OF THE BOARD
The Company had conducted 7 (seven) Board meetings during the financial year 2024-25
under review.
22.DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time being in force), the Directors of our
Company confirm that:
a) In the preparation of the annual accounts for the financial year ended 31st
March, 2024, the applicable Accounting Standards and Schedule III of the Companies Act,
2013 (including any statutory modification(s) or re-enactment(s) for the time being in
force), have been followed and there are no material departures from the same;
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 your Company as at 31st March,
2025 and of the profit of the Company for the financial year ended 31st March,
2025;
c) proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 (including
any statutory modification(s) or re-enactment(s) for the time being in force) for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) 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;
f) The directors had devised proper system to ensure compliance with the provisions
of all applicable laws and that such system was adequate and operating effectively.
23.EXTRACT OF ANNUAL RETURN:
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available
on the website of the Company www.aakashexploration.com
24.DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:
Your Company has several Committees which have been established as part of best
corporate governance practices and are in compliance with the requirements of the relevant
provisions of applicable laws and statutes.
The Company has following Committees of the Board:
a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders' Grievances
and Relationship Committee d. CSR Committee
A detailed note on the committees with respect to composition, meetings, powers, and
terms of reference is provided under the Corporate Governance Report section of this
Annual Report.
25.AUDITORS:
[A] Statutory Auditors:
M/s Parikh Shah & Associates, (FRN No. 123999W) Chartered Accountants, Ahmedabad as
Statutory Auditors of the Company for the period of 5 (five) years to hold office till the
conclusion of 22nd Annual General Meeting.
There are no qualifications, reservations or adverse remarks made by the Auditors of
the Company, in their report. There are no frauds reported by the auditor in its audit
report in pursuance to section 143(12) of the Companies Act, 2013, during the period under
review.
[B] Cost Auditor:
As the cost audit is not applicable to the Company, therefore the Company has not
appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with
the Companies (Cost Records and Audit) Amendment Rules, 2014.
[C] Internal Auditor
The Company has appointed the M/s Bimal Shah Associates, Chartered Accountants,
Ahmedabad as Internal Auditor pursuant to the provision of section 138 of Companies Act,
2013 read with rule 13 of The Companies (Accounts) Rule, 2014 and other applicable
provisions (including any modification or enactment thereof), if any, of the Companies
Act, for the financial year 2024-25.
[D] Secretarial Auditor:
The Company has appointed M/s. Suthar & Surti, Company Secretaries, Ahmedabad as
Secretarial Auditor to conduct secretarial audit for FY 2023-24 pursuant to the provisions
of Section 204 of the Companies Act, 2013. The secretarial audit of the Company has been
conducted on a concurrent basis in respect of the matters as set out in the said rules and
Secretarial Audit Report given by M/s. Suthar & Surti, Company Secretaries,
Secretarial Auditor of the Company forms part of this report and is marked as
"Annexure-C".
In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company proposes to appoint Suthar & Surti, Company Secretaries
a firm of Company Secretaries in Practice, (Firm Registration No.- P2018GJ068000 and Peer
review No. 1586/2021) as the Secretarial Auditors of the Company to hold office for a
period of 5 (Five) consecutive years to hold office from Financial Year 2025-26 upto
Financial Year 2029-30, on such remuneration, as recommended by the Audit Committee and as
may be mutually agreed between the Board of Directors of the Company and the Secretarial
Auditors from time to time.
26. CORPORATE GOVERNANCE
During the year, pursuant to SEBI (Listing Obligations and Disclosures Requirement)
Regulations, 2015, the Company has complied with applicable provision of Corporate
Governance and a separate report of Corporate Governance is included as a part of Annual
Report along with requisite certificate from M/s. Suthar & Surti, Practicing Company
Secretaries, confirming compliance with the conditions of corporate governance is attached
to the Report on corporate governance.
27.DISCLOSURE OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:
As the company has no shares in demat suspense account / unclaimed suspense account,
the disclosure of the same is not applicable.
28.VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or suspected
fraud or violation of Company's Code of Conduct or Ethics Policy.
29.CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility) Rules, 2014 and Schedule VII as amended from
time to time, a Corporate Social Responsibility (CSR) Committee of the Board is in place
comprising of the two Executive Director and one Non-Executive Independent Director of the
Company. The said Committee has been entrusted with the responsibility of formulating and
recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy), from
time to time indicating the activities to be undertaken by the Company, monitoring the
implementation of the framework of the CSR Policy and recommending the amount to be spent
on CSR activities. The Annual Report for the year 2024-25 on CSR activities is annexed
with this report as an "Annexure- C".
The detailed CSR policy is placed on the website of the Company at:
https://www.aakashexploration.com/cms_images/slider/original/1676008363_CSR%20Polic y.pdf
30.MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review, as
stipulated under
Regulation 34(2)(e) of the Listing Regulations is given as an "Annexure-E" to
this report.
31. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:
The company has taken utmost care and formulated policy to prevent sexual harassment at
work place. Pursuant to the provisions of "The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013" and rules made
thereunder, the Company has formed an Internal Complaint Committee and adopted a
"Policy on Protection of Women against Sexual Harassment at Workplace". There
was no case filed during the year under the sexual harassment of women at workmen
(Prevention, prohibition & Redressal) Act, 2013.
The Company has instituted a Complaints Committee for redressal of sexual harassment
complaint (made by the victim) and for ensuring time bound treatment of such complaints.
32.RISK MANAGEMENT:
The Company has adopted a Risk Management Policy for a systematic approach to control
risks. The Risk Management Policy of the Company lays down procedures for risk
identification, evaluation, monitoring, review and reporting. The Risk Management Policy
has been developed and approved by the Senior Management in accordance with the business
strategy.
33.DIRECTOR'S DISQUALIFICATION
All the directors of the Company have confirmed that they are not disqualified from
being appointed as directors in terms of Section 164 of the Companies Act, 2013.
34. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:
There was no application made or proceedings pending under Insolvency and Bankruptcy
Code, 2016 during the period under review.
35. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
No such incidence took place during the year.
36.LISTING:
The Equity Shares of the Company are listed on National Stock Exchange (Main Board)
from 29th September 2020 onwards. The company has paid listing fees to the
Stock Exchange for the applicable year. Further the Company is regular in compliances of
various clauses and regulations of the Listing Agreement and/or LODR.
37.GENERAL: a. Your Company has not issued any equity shares with differential
rights as to dividend, voting or otherwise; and b. Your Company does not have any
ESOP scheme for its employees/Directors.
38. APPRECIATION:
Your Directors wish to convey their gratitude and place on record their appreciation
for all the employees at all levels for their hard work, solidarity, cooperation and
dedication during the year.
Your directors sincerely convey their appreciation to customers, shareholders, vendors,
bankers, business associates, regulatory and government authorities for their continued
support.
For Aakash Exploration Services Limited Date: 26/08/2025
Place: Ahmedabad
Vipul N. Haria |
Hemang N. Haria |
Chairman |
Whole Time |
Managing Director |
Director |
DIN: 01690638 |
DIN: 01690627 |
|