Dear Members, Your Directors have pleasure in presenting their
Fourteenth Annual Report of the Company along with Audited Financial Statement for the
year ended 31st March 2025.
1. FINANCIAL HIGHLIGHTS (Rs. in Lakhs)
|
Standalone |
Consolidated |
Particulars |
For the year ended on
31.03.2025 |
For the year ended on
31.03.2024 |
For the year ended on
31.03.2025 |
For the year ended on
31.03.2024 |
Continuing Operations: |
|
|
|
|
Income |
|
|
|
|
Revenue from Operation |
161.86 |
118.43 |
0 |
0 |
Other Income |
140.20 |
32.40 |
59.44 |
32.85 |
Total Income |
302.06 |
150.83 |
59.44 |
32.85 |
Expenditure |
684.18 |
249.47 |
686.25 |
165.49 |
Less: Operating & Other
Expenses |
0 |
0 |
0 |
0 |
Profit Before Depreciation
and Tax |
(382.12) |
(98.64) |
(626.81) |
(132.64) |
Less: Depreciation |
113.57 |
30.60 |
124.81 |
44.96 |
Profit/(Loss) Before Tax
from Continuing Operations |
(495.69) |
(129.24) |
(751.62) |
(177.60) |
Less : Total Tax Expenses |
(12.02) |
0.11 |
(12.91) |
6.39 |
Prof it/Loss for the year
from Continuing Operations (A) |
(483.67) |
(129.35) |
(739.43) |
(183.98) |
Discontinuing Operations: |
|
|
|
|
Loss from discontinuing
operations before tax |
0 |
0 |
0 |
0 |
Less : Tax from
discontinuing operations |
0 |
0 |
0 |
0 |
Loss from Discontinuing
Operations (B) |
0 |
0 |
0 |
0 |
Pre-acquisition Loss |
- |
- |
- |
(18.58) |
Prof it/(Loss) for the year
(A+B) |
(483.67) |
(129.35) |
(739.43) |
(165.40) |
Total Comprehensive Income
/ Loss for the year |
(481.29) |
(129.59) |
(737.11) |
(165.64) |
2. DIVIDEND AND RESERVES
During the year ended 31st March 2025, Operational Revenue including
other income on Standalone basis was Rs. 302.06 Lakhs and Profit / (Loss) Before Tax was
Rs. (495.69) Lakhs V/s Rs. 150.83 Lakhs & Rs.(129.24) Lakh respectively in previous
year while Net Profit / (Loss) for the financial year ended 31st March 2025 was Rs.
(483.67) Lakhs V/s Rs. (129.35) in previous year.
On a consolidated basis the operational revenue including other income
was Rs. 32.85 Lakhs and Loss Before Tax was Rs (751.62) Lakhs V/s Rs.32.85 Lakh and Rs.
Loss Before Tax was Rs.(177.60) while Net loss for the financial year ended 31st March
2025 Rs. (739.43) V/s Rs. (165.40) Lakhs. Your Company has taken several remedial steps to
meet the challenges viz. measures in saving cost at all front of operations, optimize use
of available resources etc.
3. NATURE OF BUSINESS
During the year, there is no change in nature of business
4. DIVIDEND AND RESERVES
The Board does not recommend any dividend for the Financial Year
2024-25 in view of the current market outlook and to preserve cash. In view of the
exceptional circumstances during the year 2024-25, and the good reserves position, no
amount has been transferred to reserves.
6. SHARE CAPITAL
The Company has increased its Authorised Capital to the Company is Rs.
40,00,00,000. The paid-up equity shares capital of the Company as on 31st March 2025 is
Rs. 15,38,57,982/- (Rupees Fifteen Crores Thirty-Eight Lakhs Fifty-Seven Thousand Nine
Hundred Eighty-Two only) divided into 15,38,57,982 Equity shares of the face value of Re.
1/- (Rupee One) each. The said shares are listed on BSE Limited. During the Financial Year
2024-2025, the Company has passed shareholder resolution through Extra Ordinary General
Meeting held on 27th June 2024 & 28th December 2024 in which shareholders have
approved the issue of 72,26,500 Equity Shares & 1,33,85,739 Equity Shares respectively
by way of Preferential Issue to specified investors other than Promoters. The board in
their meeting held on 13th July 2024 have approved the allotment of 1,28,27,648 equity
shares by way of Preferential issue at face value of Re.1/- each for cash, at a price of
of Rs. 19.71 equity share (including a premium of Rs. 18.71 per equity share) aggregating
Rs. 25,28,32,942.08.
Further, the Board in their meeting held on 15th January 2025 have
approved the allotment of 43,57,001 equity shares by way of Preferential issue at face
value Re. 1/- each for cash, at a price of Rs. 44.36 per equity share (including a premium
of Rs. 43.36 per equity share), aggregating to Rs 19,32,76,564.36
During the year under review, the Company has neither issued any shares
with differential voting rights nor granted any stock options or sweat equity or warrants.
7. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
Aerpace Supercars Private Limited & Aerpace General Trading LLC are
Subsidiary Companies of the Company. Form AOC-1 pursuant to first proviso to sub-section
(3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, is attached as
Annexure A. In accordance with the provision of section 136 of the Companies
Act, 2013, the annual report is placed on the company's website www.aerpace.com.
Aerpace General LLC is incorporated in UAE. The said company is not yet operational.
8. 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.
9. BOARD OF DIRECTORS
Also, as per the recommendation of the Nomination and Remuneration
Committee the Board at its Meeting held on 14th May 2024 have appointed Mr. Ravi Soni as
an Additional director in the capacity of Executive Director of the Company. Further, in
Extra Ordinary General Meeting of the Company held on 27th June 2024, the shareholders of
the company have approved the appointment of Mr. Ravi Soni as an Executive Director.
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with Companies (Management & Administration) Rules, 2014 and Articles of
Association of the Company, Mr. Ravi Soni retires by rotation and being eligible has
offered himself for re-appointment.
The necessary resolutions for the appointment /re-appointment of the
above-mentioned director and their brief profile have been included in the notice
convening the ensuing Annual General Meeting. The brief resume of the Director seeking
appointment / re-appointment at the ensuing Annual General Meeting, in pursuance of
Regulation 36(3) of SEBI (Listing Obligation & Disclosure Requirements) Regulation,
2015 is annexed to the Annual General Meeting Notice.
Mrs. Amisha Shah ceased to be director of the company with effect from
30th June 2024.
All the directors of the company have confirmed that they satisfy the
ft and proper criteria as prescribed under the applicable regulations and that they are
not disqualified from being appointed as directors in terms of section 164(2) of the
Companies act, 2013.
10. INDEPENDENT DIRECTORS
Mrs. Akanksha Sunny Bilaney (DIN: 07093148) and Mr. Virendra Singh
Verma (DIN: 07843461)are Independent Directors of the company. The Company has received
declaration of Independence from all the Independent Directors as required under Section
149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence
under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of SEBI
(LODR).
In the opinion of the Board, the Independent Directors fulfil the said
conditions of Independence. The Independent Directors have also confirmed that they have
complied with the Company's Code of Business Conduct & Ethics.
In terms of requirements of the Listing Regulations, the Board has
identified core skills, expertise and competencies of the Directors in the context of the
Company's business for effective functioning, which are detailed in the Corporate
Governance Report.
The Ministry of Corporate Affairs (MCA') vide Notification
No. G.S.R. 804(E) dated October 22nd, 2019 and effective from December 01st, 2019 has
introduced the provision relating to inclusion of names of Independent Directors in the
Data Bank maintained by Indian Institute of Corporate Affairs (IICA'). All
Independent Directors of your Company are registered with IICA. In the opinion of the
Board, Independent Directors possess the requisite integrity, experience, expertise,
proficiency and qualifications.
11. BOARD EVALUATION
The Board of Directors have carried out an annual evaluation of its own
performance, Board Committee and individual Directors pursuant to provision of the Act and
the corporate governance requirement as prescribed by the Securities and Exchange Board of
India (Listing Obligation & Disclosure Requirement) Regulation, 2015.The performance
of the board was evaluated by the board after taking inputs from all the Directors on the
basis of criteria such as the Board Composition and structure, effectiveness of board
process, information and functioning, etc. as provided by the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on 5th January 2017.
A structured questionnaire was prepared after taking into consideration
various aspects of Board's
functioning like composition of the Board and its Committees, Board
culture, performance of specific duties and obligations keeping in view applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015. The evaluation process includes various aspects to
determine the performance of Directors of the Company. The basis for this evaluation
includes fulfilment of independence criteria, qualifications, knowledge, level of
engagement and contribution, skills and experience in the respective fields, honesty,
integrity, ethical behaviour and leadership, independence of judgment, attendance at the
meetings, understanding the business, regulatory, competitive and social environment,
understanding strategic issues and challenges etc. The Board of Directors expressed their
satisfaction over the evaluation process.
In a separate meeting of independent directors which was held on 6th
February 2025, performance of non-independent and the board as whole was evaluated, taking
into account the views of executive directors and non-executive directors. Performance
evaluation of Independent director was done by the entire board, excluding the independent
director being evaluated.
12. BOARD DIVERSITY
The Board recognizes the importance of a diverse composition and has
adopted a Board Diversity Policy which sets out the approach to diversity. The
Board Diversity Policy of the Company is available at www.aerpace.com
13. DIRECTORS TRAINING AND FAMILIARIZATION
The Company undertakes and makes necessary provision of an appropriate
induction program for new Director(s) and ongoing training for existing Directors. The new
Director(s) are introduced to the Company culture, through appropriate training programs.
Such kind of training programs helps develop relationship of the directors with the
Company and familiarize them with Company processes. The management provides such
information and training either at the meeting of Board of Directors or at other places.
The induction process is designed to
build an understanding of the Company's processes and
fully equip Directors to perform their role on the Board
effectively
14. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the Board, to
the best of their knowledge, hereby confirmed that
i. In the preparation of Annual Accounts and Financial Statements for
the year ended March 31st, 2025, the applicable accounting standards have been followed
along with proper explanations relating to material departures, if any;
ii. They have selected such accounting policies and applied them
consistently and made judgment 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.
iii. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provision of this act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. They have prepared annual accounts on a going concern basis.
v. They have laid down internal financial control to be followed by the
company and that such internal financial control are adequate and were operating
effectively.
vi. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
15. MEETINGS OF BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on Company /
business policy and strategy apart from other Board business. A tentative annual calendar
of the Board and Committee Meetings is informed to the Directors in advance to facilitate
them to plan their schedule and to ensure meaningful participation in the meetings.
Notice of meeting of Directors and Committees is given well in advance
to all the Directors of the Company. The agenda of the Board / Committee meetings is
circulated not less than 7 days prior to the date of the meeting. The agenda for the Board
and Committee meetings includes detailed notes on the items to be discussed at the meeting
to enable the Directors to take an informed decision.
The Board met 10 (Ten) times during the year. The details about the
board meeting and the attendance of the directors are provided in Corporate Governance
Report.
16. BOARD COMMITTEES
The Company's Board has the following Committees
Audit Committee
Stakeholder Committee
Nomination & Remuneration Committee
Details of all the above mentioned Committees constituted by the Board
along with their composition, terms of references and meetings held during the year are
provided in the Report on Corporate Governance which forms part of this Report
17. KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act, 2013, the Company has
following Key ManagerialPersonnel as on 31st March 2025
1. Mr. Milan Shah, Managing Director
2. Mr. Anand Shah, Chief Financial Officer
3. Ms. Neha Mankame, Company Secretary & Compliance officer
18. AUDITORS
I . STATUTORY AUDITORS
M/s. Singrodia & Co LLP., Chartered Accountants (Firm Registration
Number: W100280) as the Statutory Auditors of the Company has resigned from the said post
with effect from close of business hours on 11th November 2024 due to their other
commitments and other assignments that they are not in apposition to devote time for the
affairs of the Company.
The board have approved the aappointment of M/s. Ramanand &
Associates, Chartered Accountants (Firm Registration Number 117776W) as the Statutory
Auditors for FY. 2024-25 to fill the causal vacancy caused by the resignation of M/s
Singrodia & LLP. Further, the shareholder at their Extra Ordinary General Meeting held
on 28th December 2024 have approved the appointment of M/S. Ramanand & Associates,
Chartered Accountants for the Financial Year 2024- 25, to fill the casual vacancy caused
by the resignation of M/s Singrodia & LLP, Chartere Accountants, to hold office until
the conclusion of Annual General Meeting to be held in the year 2025.
Further on the recommendation of the Audit Committee, and subject to
the approval of the Members, the Board of the Directors has recommended the appointment
M/S. Ramanand & Associates, Chartered Accountants as Statutory Auditor of the Company
for the term of five consecutive years from the conclusion 14th Annual General Meeting
till the conclusion of 18th Annual General Meeting to be conducted in the financial year
2029-30.
II. SECRETARIAL AUDITORS
In terms of the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial personnel) Rules 2014, M/s. Jain
Preeti & Company, Practicing Company Secretary, were appointed to undertake the
Secretarial Audit of the Company for the year 2024-25. The Secretarial Audit Report for
the year 2024-25 is annexed as Annexure B and forms part of this Report. The
Secretarial Audit Report for the financial year ended 31st March, 2025 does not contain
any qualification, reservation, adverse remark or disclaimer.
The Company has complied with Secretarial Standards issued by The
Institute of Company Secretaries of India on Board and General Meetings.
Further pursuant to the Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and recent amendments dated 13th December, 2024 in Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements), 2015, on the recommendation of the Audit
Committee, and subject to the approval of the Members, the Board of the Directors has
recommended the appointment of M/s Jain Preeti & Company, Practicing Company
Secretaries (Firm Registration No: 14964) as the Secretarial Auditors of the Company, to
hold office for a term of five consecutive years, from Financial Year 2025-2026 till
Financial Year 2029-30.
III. INTERNAL AUDITORS
M/s Rohit Gondhiya & Associates Chartered Accountants (Firm
Registration Number: 133649W) appointed as Internal Auditor of the Company
19. 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 31st March 2025 in Form MGT-7 is
uploaded on the website of the Company and can be accessed at www.aerpace.com
20. INDUSTRIAL RELATIONS
The industrial relations remained cordial during the year under review.
21. MANAGEMENT DISCUSSIONS AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the
Company, as required under Regulation 34 read with Schedule V of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as 'Listin Regulations') and as approved by the Board of
Directors, is provided in a separate section and forms an integral part of this Report.
22. CORPORATE GOVERNANCE REPORT
The report on Corporate Governance as stipulated under the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 forms an integral
part of this report. A certificate from M/s Jain Preeti & Company, Practicing Company
Secretary regarding compliance on conditions of corporate governance as stipulated in the
Listing Regulations is also appended to the report on Corporate Governance.
23. INTERNAL FINANCIAL CONTROL
The Company has put in place adequate policies and procedures to ensure
that system of Internal Financial Control is commensurate with the size and nature of the
Company's business. The evaluation of these internal financial controls was done
through internal audit process, established within the Company and through appointing
professional firm to carry out such tests by way of systematic internal audit program.
Based on the review of the reported evaluations, the directors confirms
that the financial statement for the year ended March 31st, 2025, are in accordance with
the applicable accounting standards.
24. RISK MANAGEMENT
The company has established a robust Risk Management system to identify
& assess the key risks and ensure smooth and efficient operations of the business.
Your company is aware of these risks and challenges and has put in place mechanism to
ensure that they are managed and mitigate with adequate timely actions. The audit
committee reviews business risk area covering operational, financial, strategic and
regulatory risks.
25. RELATED PARTY TRANSACTIONS
All contracts, arrangements/ transactions entered into during the year
by the company with Related Parties were in ordinary course of business and on an
arm's length basis. During the year under review, the company had not entered into
any contract / arrangement/ transactions with related parties which could be considered as
material. The particulars of contracts or arrangements referred to in section 188 (1) of
the Companies Act, 2013 with related parties and as mentioned in form AOC-2 is attached as
Annexure C.
26. PARTICULARS OF EMPLOYEE
During the year under report, your Company has not employed any person
who was in receipt of remuneration in excess of the limits specified under Section 197 of
the Act read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014. The information in terms of provision of Section 197 (12) of Companies Act,
2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed herewith as Annexure D.
However pursuant to provision of section 136(1) of the Act, this report
is being sent to the shareholders excluding the information required as per Rule 5 (2) and
5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Any shareholder interested in obtaining the said information, may write to the Company
Secretary at the Registered Office/ Corporate Office of the Company and the said
information is open for inspection at the Registered Office of the Company.
27. EMPLOYEE STOCK OPTION SCHEME
The board in their meeting held on 30th November 2024 have approved the
Aerpace Industries Limited Restricted Stock Unit Plan 2024 (Aerpace - RSU 2024) (ESOP
Scheme). The ESOP Scheme was approved by the members in the Extra Ordinary General Meeting
held on 28th December 2024.
The ESOP Scheme was introduced by the Company in order to attract and
retain talent as well as to motivate employees of the Company and its Group Company(ies)
including its holding / subsidiary / associate company(ies) (Present and Future, if any)
with incentives and reward.
During the year under review, the Company has not granted any stock
options to eligible employees.
28. HUMAN RESOURCES
Your Company considers Great Brand and Great People as its biggest
asset. The Company is continued to organize various inbound and outbound training
programs, recreation and team building activities to enhance employee skills and
motivation. Company also conducted various workshops and events for grooming and upgrading
vocational skills of the talent pool in order to meet future talent requirements
29. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required by Regulation 34(2) of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow
Statement & Consolidated Statement is appended.
30. CORPORATE SOCIAL RESPONSIBILITY
In accordance with section 135 of the Companies Act, 2013, the
provisions related to Corporate Social Responsibility is not applicable to the company
31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
Particulars of the loans given, investment made, or guarantee given, or
security provided are provided in Note to the Financial Statements.
32. PREVENTION OF SEXUAL HARASSMENT POLICY
Considering gender equality, the company has zero tolerance for sexual
harassment at workplace. The Company has an Anti-Sexual Harassment Policy in line with the
requirement of the Sexual Harassment of woman at workplace (Prevention, Prohibition and
Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress
complaint receive regarding sexual harassment. In Financial Year 2024-25, there were no
complaints were received from any of the employee.
i. Number of Complaints filed during the financial year - NIL
ii. Number of complaints disposed of during the financial year - NIL
iii. number of complaints pending as on end of the financial year - NIL
33. WHISTLE BLOWER/ VIGIL MECHANISM
In pursuance to 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 promotes ethical behavior in all its business
activities and has adopted a mechanism of reporting illegal or unethical behavior. The
Company has a whistle blower policy wherein the employees are free to report violations of
laws, rules, regulations or unethical conduct to their immediate supervisor or such other
person as may be notified by the management to the employees / workers. The mechanism also
provides for adequate safeguards against victimization of directors and employees who
avail of the mechanism and provide for direct access to the Chairperson of the Audit
Committee in the exceptional cases. The confidentiality of those reporting violation is
maintained, and they are not subjected to any discriminatory practice. However, no
violation of laws or unethical conduct etc. was brought to the notice of the Management or
Audit Committee during the year ended 31st March 2024. We affirm that during the financial
year 2024- 25, no employee or director was denied access to the Audit Committee.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO
A. Conservation of Energy
The Company has initiated to take adequate measures for conservation of
energy. The Company shall explore alternative source of energy as and when the necessity
arises.
B. Technology Absorption:
The Company continues to use the latest technologies for improving the
productivity and quality of its services and products.
C. Foreign Exchange Earnings and Outgo (Rs. in lakhs)
Particulars |
Current Year |
Previous Year |
Foreign Exchange Outgo |
Nil |
Nil |
Foreign Exchange earned |
Nil |
Nil |
35. COMPLIANCE WITH SECRETARIAL STANDARDS
The company has complied with Secretarial Standards on meetings of
Board of Directors and on General Meeting issued by the Institute of Company Secretaries
of India in terms of Section 118 (10) of the Companies Act, 2013.
36. MATERIAL CHANGES AND COMMITMENTS
During the year, there is no material changes.
37. POSTAL BALLOT
During the year, no resolutions were passed through Postal Ballot.
38. INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading)
Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time, the Code of Conduct for prevention of Insider Trading and the
Code for Corporate Disclosures (Code), as approved by the Board from time to time, are in
force by the Company. The objective of this Code is to protect the interest of
Shareholders at large, to prevent misuse of any price sensitive information and to prevent
any insider trading activity by dealing in shares of the Company by its Directors,
designated employees, and other employees. The Company also adopts the concept of Trading
Window Closure, to prevent its Directors, Officers, designated employees, and other
employees from trading in the securities of the Company at the time when there is
unpublished price sensitive information.
39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNAL
There were no significant and material orders passed by the regulators
or courts or tribunal which would impact the going concern status and the Company's
operations in future.
40. REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified
under section 143(12) of the Companies Act, 2013
41. INSOLVENCY PROCEEDINGS
There was no application made by the Company or no proceedings are
pending against the Company under the Insolvency and Bankruptcy Code 2016 during the year.
42. 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
The disclosure is not applicable as the Company has not undertaken any
one-time settlement with the banks or financial institutions during the year.
43. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION ANDPROTECTION
FUND
The Company was not required to transfer any amount to the Investor
Education and Protection Fund
44. ACKNOWLEDGMENT
The Board of Director take this opportunity to thank all its
shareholders, valued customer, banks, government and statutory authorities, investor, and
stock exchange for their continued support to the company. Your directors wish to place on
record their deep sense of appreciation for the committed services by employees. Your
directors acknowledge with gratitude the encouragement and support extended by our valued
shareholders and the Promoters of the Company.
Annexure-A
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF
SUBSIDIARY AND ASSOCIATE COMPANIES
Pursuant to first proviso to sub-section (3) of section 129 read with
rule 5 of the Companies (Accounts) Rules, 2014
Namv e of Subsidiary or
Associate Company |
Reporting period |
Reporting currency |
Exchange rate on last day of
financial year |
Share capital |
Aerpace Supercars Private
Limited |
April to March |
INR |
NA |
801.01 |
Reserves & surplus |
Total assets |
Total Liabilities |
Investments (excluding
investment in subsidiaries) |
Turnover |
Profit/(Loss) before taxation |
Provision for taxation |
Profit/(Loss) after taxation |
Proposed dividend |
% of shareholding |
-266.52 |
2298.41 |
1763.92 |
0 |
0.04 |
(189.98) |
0 |
(189.81) |
0 |
51% |
SECRETARIAL AUDIT REPORT
FORM NO. MR-3 Annexure B
FOR THE FINANCIAL YEAR ENDED 31st MARCH 2025
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
M/s. Aerpace Industries Limited A/1005 Kanakia Wall Street,
Andheri Kurla Road,
Andheri East, Mumbai 400093
We have conducted the Secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Aerpace
Industries Limited' (Formerly known as Supremex Shine Steels Limited') (CIN:
L74110MH2011PLC214373) (hereinafter called the Company).
Secretarial Audit was conducted in a manner that provided us a
reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, we hereby report that in our opinion, the Company
has, during the audit period covering the financial year ended on 31st March 2025
(Audit Period'), the Company has, complied with the statutory provisions listed
hereunder and also that the Company has proper Board processes and compliance-mechanism in
place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
fled and other records maintained by the Company for the audit period 1st April 2024 to
31st March 2025, and made available to us, according to the provisions of:
(i) The Companies Act, 2013 (the Act') and the rules made
thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA')
and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder to the extent of Regulation 55A;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made there under to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act,
1992 (SEBI Act'): -
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the Company during the
Audit Period)
(e) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. (The Listing Regulations).
(f) The Securities and Exchange Board of India (Issue and Listing of
Securitised Debt Instruments and Security Receipts) Regulations, 2008; (Not applicable to
the Company during the Audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations,
1993 regarding the Companies Act and dealing with client;
(h) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021; (Not applicable to the Company during the Audit period)
(i) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018; (Not applicable to the Company during the Audit Period)
We have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India.
(ii) The Listing Agreements entered into by the Company with Stock
Exchange i.e. Bombay Stock Exchange Limited
During the period under review the Company has complied with the
provisions of the Act, Rules,
Regulations, Guidelines, standards, etc. except the following:
We further report that:
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors. The
changes in the composition of the Board of Directors
that took place during the period under review were carried out in
compliance with the provisions of the Act. Adequate notice is given to all directors to
schedule the Board Meetings/Committee Meetings, agenda and detailed notes on agenda were
sent adequately in advance. Decisions at the Board meeting and Committee Meeting as
represented by the management were carried out unanimously
We further report that as per the explanations given to me and the
representations made by the Management and relied upon, there are adequate systems and
processes in the company commensurate with the size and operations of the company to
monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the period under review, as explained and
represented by the management, there was no event / action having major bearing on the
company's affairs in pursuance of the above referred laws, rules, regulations,
guidelines etc.
The Members,
M/s. Aerpace Industries Limited A/1005 Kanakia Wall Street,
Andheri Kurla Road,
Andheri East, Mumbai 400093
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial records is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on the test basis to ensure that correct
facts are reflected in Secretarial records. We believe that the processes and practices,
we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and books of accounts of the Company.
4. Wherever required, we have obtained the Management representation
about compliance of laws, rules and regulations and happenings of events etc.
5. The compliance of provisions of Corporate and other applicable laws,
rules, regulations, standards is the responsibility of the management. Our examination was
limited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of efficacy or effectiveness with which the management
has conducted the affairs of the Company
Annexure C
Form AOC-2
Pursuant to clause (h) of sub-section (3) of Section 134 of the
Companies Act, 2013 and Rule 8(2) of the, Companies (Accounts) Rules, 2014.
Form for Disclosure of particulars of contract/arrangements entered
into by the Company with related parties referred to in sub section (1) of section 188 of
the Companies Act, 2013 including certain arm's length transaction under third
proviso thereto.
1. Details of contracts or arrangements or transactions not at
Arm's length basis for the year ended March 31, 2024:
Name of the Related party &
Nature of Contract |
Nature of Relationship |
Duration of Contract |
Salient terms |
Amount in (Rs) |
NIL |
NIL |
NIL |
NIL |
NIL |
2. Details of material contracts or arrangements or transactions at
Arm's length basis for the year ended March 31, 2024.
Name of the Related party &
Nature of Contract |
Nature of Relationship |
Duration of Contract |
Salient terms |
Amount in (Rs) |
NIL |
NIL |
NIL |
NIL |
NIL |
Annexure D
Particulars |
Remarks |
The ratio of the
remuneration of each Director to the median remuneration of the employees of the Company
for the financial year 2024-2025 |
|
Name of Director / Key
Managerial Personnel |
Designation |
Ratio of remuneration of each
Director to the median remuneration of the employees |
Mr. Milan Shah |
Managing Director |
0:1 |
Mr. Sanjay Takale |
Non-Executive Director |
0:1 |
Mrs. Akansha Sunny Bilaney |
Independent Director |
0.13:1 |
Mr. Virendra Singh Verma |
Independent Director |
0.15:1 |
Mr. Prem Singh Rawat |
Non-Executive Director |
0.38:1 |
Mr. Ravi Soni |
Executive Director |
0.28:1 |
Mr. Anand Manoj Shah |
Chief Financial Officer |
1.69:1 |
Ms. Neha Manakme |
Company Secretary |
0.09:1 |
The percentage
increase in remuneration of each Director, Chief Financial Officer, Chief Executive
Officer,Company Secretary or Manager, if any, in the financial year; |
CFO: Nil CS: Nil Director:
Nil |
the percentage
increase in the median remuneration of employees in the financial year; |
Nil |
the number of
permanent employees on the rolls of Company; |
25 |
average
percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in
the managerial remuneration and justification there of and point out if there are any
exceptional circumstances for increase in the managerial remuneration; |
Nil |
a. Average %
increase in Managerial personnel: |
|
b. Average %
increase in other personnel: affirmation that the remuneration is as per the remuneration
policy of the Company. |
Yes |
|