<dhheadBoard's Report</dhhead
To,
The Members,
Artemis Electricals and Projects Limited (Formerly Known as Artemis Electricals
Limited)
The Directors are pleased to present the 16th Annual Report and the Audited
Financial Statements for the year ended 31st March 2025:
1. FINANCIAL RESULTS:
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, 2025 as compared to financial year ended
March 31, 2024, Further, the Company has prepared Consolidated Financial Statement for the
financial year March 31, 2025, Standalone and Consolidated results are summarized as
follows:
(Rs in Lakhs except EPS)
Particulars |
Standalone |
Consolidated |
| CY ended |
PY ended 31/03/202 |
CY ended |
PY ended |
Revenue from business operations |
7,234.77 |
4,135.92 |
7,234.77 |
4,135.92 |
Other Income |
58.28 |
11.87 |
58.28 |
11.87 |
Total Income |
7,293.05 |
4,147.79 |
7,293.05 |
4,147.79 |
Less: - Total Expenses |
6,264.83 |
3,600.00 |
6,281.56 |
3,626.46 |
Profit / (Loss) before exceptional items and tax |
1,028.21 |
547.79 |
1,011.48 |
521.33 |
Less: - Exceptional items |
- |
- |
- |
- |
Profit / (Loss) before Tax |
1,028.21 |
547.79 |
1,011.48 |
521.33 |
Less: - Tax Expenses Current Tax |
133.44 |
39.42 |
133.44 |
39.42 |
Taxes for earlier years |
- |
- |
- |
- |
Deferred tax |
126.27 |
98.61 |
122.06 |
91.95 |
Profit (Loss) for the period |
768.50 |
409.76 |
755 .98 |
389.96 |
Less: - Other Comprehensive Income |
2.76 |
(1.10) |
2.76 |
(1.10) |
Total Comprehensive Income for the period |
771.27 |
408.66 |
758.75 |
388.86 |
Earnings per equity share for profit attributable to |
|
|
|
|
Basic EPS |
0.31 |
0.16 |
0.30 |
0.15 |
Diluted EPS |
0.31 |
0.16 |
0.30 |
0.15 |
2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
During the year under review, Company's performance and growth are as follows:
i. Standalone
Income from Operations is Rs. 7,234.77/- Lakhs as compared to the previous financial
year of Rs. 4,135.92 /- Lakhs. The Net profit of the Company is Rs 768.50 /- Lakhs as
compared to the Net profit in the previous financial year of Rs. 409.76 /- Lakhs.
ii. Consolidated
Income from operation on consolidation is Rs. 7,234.77 /- Lakhs as compared to previous
financial year of Rs. 4,135.92 /- Lakhs the Net Profit on consolidation is Rs 755.98 /-
Lakhs as compared to the profit in previous financial year to Rs. 389.96 /- Lakhs.
3. TRANSFER TO RESERVE:
During the year under review, The Company has earned profit of Rs. 768.50/- Lakh during
the financial year 2024-25, thus, profit is transferred to the reserves. Further, in
consolidation the profit is around 755.98 /- Lakhs.
Total Amount lying in the Standalone Reserve and Surplus account at the end of the
financial year is Rs. 6,172.53 Lakhs and in consolidation reserve and surplus stood at Rs.
6,085.58 Lakhs.
4. CHANGE IN NATURE OF BUSINESS:
There was no Change in the nature of Business during the FY 2024-25
5. DIVIDEND:
The Board at its meeting held on 7th February, 2025, declared an Interim
Dividend of Rs. 0.005 per equity share of face value of Rs. 1/- each for the financial
year ending 31st March, 2025. The said dividend was declared to the Members
whose names appeared in the Register of Members/Beneficial Owners as on 17th February,
2025 (Record Date) and the same was paid to the shareholders within the prescribed
timelines.
6. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATECOMPANY:
i. During the year under the review, the Company has 1(one) Subsidiary Company
named Artemis Opto Electronic Technologies Private Limited.
ii. During the financial year under review, there were no additions in the subsidiaries
or Joint Venture.
iii. There were no Companies which ceased to be Subsidiary/Associates/Joint Ventures of
the Company.
iv. 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.
v. 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 TO INVESTOR EDUCATION AND PROTECTION FUND:
During the financial year under review, the Company was not required to transfer any
funds and equity shares to the investor education and protection fund as per the
provisions of Section 125 of the Act.
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 THE REPORT:
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, 2025, and the date of this
Directors' Report, except Fire Incident occurred on June 4, 2025 at around 10:01 PM at
the Company's factory building located at Company's Factory: Your Board report that there
were no casualties or injuries to any personnel and no loss or damage to the Company's
stock during the incident.
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, 2025 can be accessed at www.artemiselectricals.com
.
11. CHANGES IN SHARE CAPITAL:
Particulars |
As at 31 March 2025 |
|
Number of Shares |
Rs. (In lakhs) |
Shares outstanding at the beginning of the year @ Rs. 1/- per share |
25,10,36,900 |
2,510.37 |
Changes during the year |
- |
- |
Shares outstanding at the end of the year @ Rs. 1 per share, |
25,10,36,900 |
2,510.37 |
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
a) APPOINTMENT/CHANGE IN DESIGNATION OF DIRECTORS/KMP:
During the year under review, no 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. |
08858855 |
Ms. Priyanka Yadav |
Non-Executive Independent Director |
Re appointment of 2nd term of upto 5 (five) consecutive years |
April 8, 2025 |
b) DIRECTORS RETIRE BY ROTATION:
i. Mr. Shivkumar Chhangur Singh (DIN: 07203370), Whole Time Director 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. Shivkumar Chhangur
Singh (DIN: 07203370), Whole Time Director.
ii. The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations
and the Secretarial Standards on General Meeting (‘SS-2') are given in the Notice of
this AGM, forming part of the Annual Report.
iii. Mr. Shivkumar Chhangur Singh (DIN: 07203370), Whole Time Director is not debarred
from holding of office of Director pursuant to any Order issued by Securities and Exchange
Board of India, Ministry of Corporate Affairs, Reserve Bank of India or any other such
authority.
c) CURRENT STRUCTURE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Sr. No. |
DIN |
Name of Director/Key Managerial Personnel |
Designation |
1 |
02082675 |
Mr. Krishnakumar Laxman Bangera |
Chairman Cum Non-Executive Independent Director |
2 |
07203370 |
Mr. Shivkumar Chhangur Singh |
Whole time Director |
3 |
07196456 |
Mr. Saideep Shantaram Bagale |
Non-Executive Non-Independent Director |
4 |
09292428 |
Mr. Deepak Kumar |
Non-Executive Non-Independent Director |
5 |
08858855 |
Ms. Priyanka Y adav* |
Non-Executive Independent Director |
6 |
07775553 |
Mr. Sachin Anant Nivalkar |
Non-Executive Non -Independent Director |
7 |
07203370 |
Mr. Shivkumar Chhangur Singh |
Chief Financial Officer |
8 |
-- |
Ms. Sonal Jain*** |
Company Secretary & Compliance Officer |
*Ms. Priyanka Yadav was re-appointed as a Non-Executive Independent Director of the
Company for a second term offive consecutive years with effect from 3rd September, 2025,
pursuant to the approval of Members by Postal Ballot on 8th April, 2025..
13. MEETINGS OF THE BOARD OF DIRECTORS:
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 2024-25, 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 11 times on following dates:
1. 30th May, 2024
2. 20th July, 2024
3. 14th August, 2024
4. 05th September,2024
5. 14th November, 2024
6. 12th December, 2024
7. 07th February, 2025
8. 27th February, 2025
9. 4th March, 2025
10. 7th March, 2025
11. 31st March, 2025
The details of attendance ofthe Director at the meetings are held during the year under
review is stated herewith:
Sr. No. |
Name of Directors |
Designation |
of Meeting attended |
1. |
Mr. Krishnakumar Bangera |
Chairman cum Independent- NonExecutive Director |
11 |
2 |
Mr. Sachin Nivalkar |
Non-Executive Director- NonIndependent Director |
11 |
3 |
Mr. Shivkumar Chhangur Singh |
Whole Time Director and Chief Financial Officer |
11 |
4 |
Mr. Saideep Shantaram Bagale |
Non-Executive Director- NonIndependent Director |
11 |
5 |
Ms. Priyanka Yadav |
Independent-Non-Executive Director |
11 |
6 |
Mr. Deepak Kumar |
Non-Independent-Non-Executive Director |
11 |
14. DECLARATION OF INDEPENDENT DIRECTOR:
i. The Company has received necessary declarations from all the Independent Directors
on the Board of the Company confirming that they meet the criteria of Independence as
prescribed under Section 149 of the Companies Act, 2013 and the Rules made there under and
Regulation 16(1)(b) and other applicable regulations, if any, of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended. The Independent Directors have also confirmed that they are not aware of
any circumstance or situation which exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties.
ii. Further, the Independent Directors have also submitted a declaration in compliance
with the provision of Rule 6(3) of Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, which mandated the inclusion of an Independent Director's name in
the data bank of persons offering to become Independent Directors, of Indian Institute of
Corporate Affairs ("IICA") for a period of one year or five years or life time
till they continue to hold the office of an Independent Director and also completed the
online proficiency test, conducted by Indian Institute of Corporate Affairs, wherever
applicable.
iii. The Board of Directors, based on the declaration(s) received from the Independent
Directors, have verified the veracity of such disclosures and confirmed that the
Independent Directors fulfill the conditions of independence specified in the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Companies Act, 2013, as amended and are
independent from the management of the Company.
iv. In the opinion of the Board, all the Independent Director are persons possessing
attributes of integrity, expertise and experience (including proficiency) as required
under the applicable laws, rules and regulations.
v. The terms and conditions of the said appointment are hosted on website of the
Company https://www.artemiselectricals.com.
15. ANNUAL PERFORMANCE EVALUATION:
i. 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.
ii. 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:
a. Attendance at the Board Meetings and Committee Meetings;
b. Quality of contribution to Board deliberations;
c. Strategic perspectives or inputs regarding future growth of Company and its
performance;
d. Providing perspectives and feedback going beyond information provided by the
management.
16. SEPERATE 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 NonIndependent 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:
The Board of Directors has constituted Board Committees to deal with specific areas and
activities which concern the Company and require closer review. The Board Committees are
formed with the approval of the Board, and they function under their respective Charters.
These Committees play an important role in the overall management of the day-to-day
affairs and governance of the Company. The Board Committees meet
at regular intervals and take necessary steps to perform the duties entrusted to them
by the Board. The minutes of the Committee meetings are presented to the Board for review.
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
A detailed note on the composition of the committees is provided in the Corporate
Governance Report.
18. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES:
The CSR Committee comprises of Mr. Deepak Kumar, Mr. Krishnakumar Bangera and Mr.
Shivkumar Singh. The Committee. During the year under review, the company was not required
to spend any amount as Corporate Social Responsibility as per Section 135 of Companies
Act, 2013
During the financial year 2024-25, the Committee met once on 31st March,
2025.
The composition and attendance of the members of the CSR Committee for the financial
year 202425 is stated as follows: -
Name of the Director |
Position in Committee |
Designation in Board |
No. of Meeting attended |
Mr. Deepak Kumar |
Chairperson |
Non-Executive - Non Independent Director |
1 |
Mr. Krishnakumar Bangera |
Member |
Non-Executive - Independent Director |
1 |
Mr. Shivkumar Singh |
Member |
Whole Time Director |
1 |
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' RESPONSIBILITY STATEMENT:
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 ofthe 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) They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and
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 Company's Website
Website Link: https://www.artemiselectricals.com/policies/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 2024-25, 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/policies/Whistle-Blower-Policv.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 COMPANY'S 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
company's operations in future.
24. STATUTORY AUDITOR:
In accordance with the provisions of the Companies Act, 2013, LLB & Co. (Firm
Registration No. 117758W) were appointed as a statutory auditor of the Company for the
term of 5 consecutive years, to audit the books of accounts from the FY 2023-24 to
2027-28, who shall hold office from the conclusion of ensuing General Meeting till the
conclusion of Annual General Meeting at a remuneration as may be agreed upon between the
Board of Directors and the Statutory Auditors for F.Y. 2023-24 to 2027-28.
The Auditor of the Company has resigned from Statutory Auditor of the Company and
casual vacancy has been arising due to resignation of the Auditor.
To fill the said vacancy, the Members of the Company, through Postal Ballot, appointed
M/s Agarwal Tibrewal & Co., Chartered Accountants, Kolkata (Firm Registration No.
328977E) as Statutory Auditors of the Company for the financial year 2024-25, to hold
office until the conclusion of the next Annual General Meeting of the Company.
Further, the Board of Directors has approved the re-appointment of M/s Agarwal Tibrewal
& Co., Chartered Accountants, Kolkata (Firm Registration No. 328977E) as Statutory
Auditors of the Company for a term of five consecutive years, commencing from the
conclusion of the 16th Annual General Meeting until the conclusion of the 21st Annual
General Meeting of the Company to be held in the calendar year 2030, subject to the
approval of the Members at the ensuing Annual General Meeting.
25. AUDITOR'S REPORT:
There is no qualification, reservation, adverse remark or disclaimer given by the
Auditor in their Report except following remarks mentioned in sub-para's 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.
Board's Reply: As per the auditor's recommendation the fixed asset register is
under updation process.
Except aforesaid there is no qualification, reservation, adverse remark or disclaimer
given by the Auditor in their Report.
26. INTERNAL AUDITOR:
The report of Internal Auditor issued and the same has been reviewed.
27. SECRETARIAL AUDIT:
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, 2025. 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 delayedfiling with Regulation 24A,
33, 29(2), 29(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and fine was paid by the Company due to delayed compliances.
Board Reply: - The delay is happened majorly delay in audit process.
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 2024-25 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.
28. COST AUDITOR:
The Cost Audit is not applicable to the Company.
29. DISCLOSURE ON MAINTENANCE OF COST RECORDS:
The Company is not required to maintain cost records as specified by the Central
Government under subsection (1) of section 148 of the Companies Act, 2013 as the same is
not applicable to the Company.
30. LOANS, GUARANTEES AND INVESTMENTS:
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, 6 and 16 to the financial statement.
31. RELATED PARTY TRANSACTIONS:
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 Company's 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 arm's 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 arm's 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 and Consolidated 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.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEOUTGO:
As required by Section 134 (3) (m) read with the Companies (Accounts) Rules, 2014, your
director's report as under:
A. Conservation of Energy,
a) Steps taken / impact on conservation of energy, with special reference to the
following: Nil
b) Steps taken by the company for utilizing alternate sources of energy including waste
generated: Nil
c) Capital investment on energy conservation equipment: Nil
B. Technology absorption:
a) Efforts, in brief, made towards technology absorption. -NIL
b) Benefits derived as a result of the above efforts, e.g., product improvement, cost
reduction, product development, import substitution, etc.-NIL
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: NIL
1) Details of technology imported.
2) Y ear 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
C. Foreign Exchange Earnings And Outgo: NIL
33. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5
OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided in this Report as "Annexure V"
which forms part of this Report.
34. 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".
35. BUSINESS RESPONSIBILITY REPORT:
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.
36. 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"
A declaration signed by Mr. Shivkumar Chhangur Singh, Whole Time Director & CFO,
stating that the members of Board of directors and senior management personnel have
affirmed compliance with the Company's Code of Business Conduct and Ethics (Annexed
herewith as "Annexure-VIII")
A compliance certificate from the Company's Secretarial Auditor confirming compliance
with the conditions of Corporate Governance (Annexed herewith as "Annexure-IX")
A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the
Company; (Annexed herewith as "Annexure-X")
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")
37. 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.
38. COMPLIANCE WITH SECRETARIAL STANDARDS:
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.
39. ORDER OF COURT:
No orders are passed by the regulators or courts or Tribunals impacting the going
concern status of your company's operation in future.
40. 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 Company's website, www.artemiselectricals.com/ .
41. 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 2024-25
and Bombay Stock Exchange Impose the Fines.
S N |
Compliance Requirement Regulations, Circulars and Guidelines
including specified clause) |
Deviations |
Observations/ Remarks of the Board |
1 |
Regulation 33 of SEBI (LODR) Regulations, 2015, the listed entity shall
submit quarterly and year to date standalone financial results to the Stock exchange
within 45 days of end of each quarter (other than last quarter) along with limited review
report or Audit report as applicable. |
The Company has made delay in submission of the financial results within
the period prescribed under this regulation |
Due to delay in Finalization of Financial Results. |
2 |
Regulation 24A of SEBI(LODR) Regulations, 2015, the listed entity shall
submit a secretarial compliance report in such form as specified, to stock exchanges,
within sixty days from end of each financial year. |
The Company has made delayed submission of the report |
Due to delay in Finalization of Financial Results |
3 |
Regulation 33 of SEBI (LODR) Regulations, 2015, the listed entity shall
submit quarterly and year to date standalone financial results to the Stock exchange
within 45 days of end of each quarter (other than last quarter) along with limited review
report or Audit report as applicable. |
The Company has made delayed in submission of the financial results
within the period prescribed under this regulation |
Delay in finalization of Financial results due to statutory audit
queries . |
4 |
Regulation 29(2) 29(3) of SEBI (LODR) Regulations,2015-The Company shall
give an advance notice of at least 5 working days for Financial Results |
Delay in furnishing prior intimation about the meeting of the board of
directors |
Meeting held at Shorter notice and without Intimation |
Following non-compliances were made by the company during the financial year 2023-24
and Bombay Stock Exchange Impose the Fines:
S N |
Compliance Requirement Regulations, Circulars and Guidelines
including specified clause) |
Deviations |
Observations/ Remarks of the Board |
1 |
Regulation 24A of SEBI(LODR) Regulations, 2015, the listed entity shall
submit a secretarial compliance report in such form as specified, to stock exchanges,
within sixty days from end of each financial year. |
The Company has not submitted the report in the specified
time frame |
Due to delay in Finalisation of Financial Results. |
2 |
Regulation 33 of SEBI (LODR) Regulations, 2015, the listed entity shall
submit quarterly and year to date standalone financial results to the |
The Company has not submitted the |
Delay in finalisation of Financial results due to statutory audit
queries |
|
Stock exchange within 45 days of end of each quarter
(other than last quarter) along with limited review report or Audit report as applicable. |
disclosure in the specified time frame |
pertaining to debenture issue, as well as shareholders'
queries regarding specific documents/discrepancies. |
3 |
Regulation 29(2) 29(3) of SEBI (LODR)
Regulations,2015-The Company shall give an advance notice of atleast 5 days for Financial
Results |
The Company has not submitted the disclosure in the specified time frame |
Meeting held at Shorter notice and without Intimation |
4 |
Regulation 33 of SEBI (LODR) Regulations, 2015, the
listed entity shall submit quarterly and year to date standalone financial results to the
Stock exchange within 45 days of end of each quarter (other than last quarter) along with
limited review report or Audit report as applicable. |
The Company has not submitted the disclosure in the specified time frame |
The Unaudited Financial Results for the quarter ended
December 31, 2023 was delayed in submission to Stock exchange because the Limited Review
Report by Statutory Auditor for the relevant quarter was not placed before the Board on
due time |
5 |
Regulation 29(2) 29(3) of SEBI (LODR)
Regulations,2015-The Company shall give an advance notice of atleast 5 days for Financial
Results |
The Company has not submitted the disclosure in the specified time frame |
Meeting held at Shorter notice and without Intimation |
Following non-compliances were made by the company during the financial year 2022-23
and Bombay Stock Exchange Impose the Fines:
Sr N o. |
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):
Not Applicable.
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
42. 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.
The following is a summary of Sexual Harassment complaints received and disposed off
during the year:
a. No. of Complaints received: Nil
b. No. of Complaints disposed off: Nil
c. Pending beyond 90 days: Nil
d. Disposed-off during FY 2024-25: Nil
e. Pending as on March 31, 2025: Nil
43. MATERNITY BENEFIT
The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961, and has extended all statutory benefits to eligible women employees
during the year.
44. 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
As Company has not done any one-time settlement during the year under review hence no
disclosure is required.
45. REPORTING OF FRAUD BY AUDITORS:
In accordance with the provisions of Section 143(12) of the Companies Act, 2013, the
Auditors of the Company have not reported any incident of fraud by the Company or on the
Company by its officers or employees during the year under review. There is no
qualification, reservation, adverse remark, or disclaimer in the Auditor's Report.
46. DETAILS OF APPLICATION/ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016:
Neither any application was made nor any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year.
47. COMPANY'S POLICY RELATING TO DIRECTOR'S APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES:
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 Company's
Website.
48. 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 Company's endeavour to build and nurture strong links with the trade based on
mutuality of benefits, respect for and cooperation 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.
