To,

THE MEMBERS


Your directors have pleasure in presenting herewith the 24th ANNUAL
REPORT of Akash Infra-Projects Limited (‘the Company') together with the Audited
Financial Statements and Auditors' report thereon for the year ended on March 31, 2023.


FINANCIAL RESULTS:


The Financial Results of the Company for the year ended on March 31, 2023 are as
follows:-


(Amt. in Lakhs)



  

    
Particulars
    

    
Standalone
    
Consolidated
  
  

    

    
2022-23
    
2021-22
    
2022-23
    
2021-22
  
  

    
Total Income including Other Income
    
6277.33
    
9565.73
    
6283.55
    
9571.54
  
  

    
Profit / (loss) Before Depreciation,
    

    

    

    

  
  

    
Amortization and Taxation
    
277.44
    
357.57
    
279.27
    
361.04
  
  

    
Depreciation and Amortization
    
102.37
    
122.28
    
106.48
    
126.13
  
  

    
Profit / (Loss) before Extra Ordinary &
    

    

    

    

  
  

    
Exceptional Items
    
175.07
    
235.29
    
172.79
    
234.91
  
  

    
Extra Ordinary Items
    
——
    
——
    
—-
    
—-
  
  

    
Exceptional Items
    
——
    
——
    
—-
    
—-
  
  

    
Profit / (Loss) before Taxation
    
175.07
    
235.29
    
172.79
    
234.91
  
  

    
Provision for taxation - For Current Tax
    
29.77
    
42.25
    
29.77
    
42.25
  
  

    
Short/(Excess) provision of tax of earlier year
    
(2.97)
    
(0.72)
    
(2.97)
    
(0.72)
  
  

    
Deferred Tax Liability/(Assets)
    
6.88
    
(44.17)
    
6.88
    
(44.17)
  
  

    
Profit / (Loss) after Taxation
    
141.39
    
237.93
    
139.11
    
237.55
  



OPERATIONS AND PERFORMANCE OF THE COMPANY:


During the year under review, your Company was able to achieve on Standalone basis
revenue from operation of Rs. 6,178.02Lacs (previous year Rs. 7,884.37 Lacs) and other
Non-Operating Income of Rs.99.31 Lacs (previous year Rs. 1,681.36Lacs). The Company's net
profit has decreased to Rs. 141.39 Lacs as compared to Rs. 237.93 Lacs. Decrease in profit
is mainly on account of reduction in operational revenue.


STATE OF AFFAIRS AND FUTURE OUTLOOK:


The Company is engaged in the business of civil constructions and undertakes various
government contracts for construction, resurfacing, widening and repairs of the roads and
Bridges mainly from the State Government Departments and Municipal and Local Bodies
through tender bidding in state of Gujarat. The Company also undertakes the project for
construction and development of commercial complex, Hotels, Hospitals. During the year
under review, the Company has received a work order from Vivanta Industries Limited
aggregating to Rs. 21,00,00,000/- for providing Turnkey Project solutions for
multi-Speciality Hospital with ICCU, CATHLAB, Ortho-Unit, Gynae-Unit, Surgery Unit etc.
for phase I and II and the entire project which is spreading in 80,000 Sq. Ft. Area.

During the year under review, in the pending legal matter with AMC, Company has
received favourable Arbitration order award amounting to Rs. 85.38 Crores paid by AMC to
the Company. The said order has been challenged by AMC in the Commercial Court of
Ahmedabad. The Company has also contested the same and also filed suit for recovery of
additional amount. The said matter is pending before the court. Further, Board is pleased
to inform that after the period under review, the Board at its meeting held on April 12,
2022 decided to make investment by way of capital contribution in M/s. Akash International
LLC, USA for the amount not exceeding USD 51,000. The said entity is also engaged in the
construction of Highway, Street and Bridge etc. The Company is anticipated to get
benefitted from this investment in outside country.


THE HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE PERIOD UNDER
REPORT:


The company has 2 subsidiaries and 1 associate as on the date of report. The highlights
of performance of Subsidiaries and Associate is mentioned in the financial statements and
AOC-1 forming part of this Annual Report.


DIVIDEND:


In order to conserve the resources, your directors do not recommend any payment of
dividend for the year under review. (Previous year Dividend 0.10 per share (i.e 1.00%)
Since there was no unpaid / unclaimed dividend in the Company for a period of seven years
or more, the Company is not required to transfer any amount to the Investor Education and
Protection Fund as required under the provision of Section 125 of the Companies Act, 2013.


TRANSFER TO RESERVES:


The Company has not transferred any amount to Reserves during the year under review.


SHARE CAPITAL:


The paid-up Equity Share Capital as on March 31, 2023 was Rs. 1,686.25 Lacs. During the
year under review the Company has not issued any shares. No shares with differential
voting rights, stock or sweat equity shares were issued by the Company during the year
under review. During the year the Company has not transferred any Equity Shares to
Investor Education and Protection Fund, pursuant to the provisions of sections 124 &
125 of the Companies Act, 2013 and Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016.


DIRECTORS AND KEY MANAGERIAL PERSONNEL:


In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Rules framed thereunder, Shri Yoginkumar Haribhai Patel (DIN: 00463335) and Shri
Dineshbhai Haribhai Patel (DIN: 00468821) will retire by rotation at the ensuing Annual
General Meeting and they being eligible have offered themselves for reappointment.

The Board of Directors, upon the recommendation of Nomination & Remuneration
Committee in terms of Nomination and Remuneration Policy, in their meeting held on August
23, 2023 has approved the proposal for re-appointment of Smt. Varsha Mahendrakumar Thakkar
and Shri Ghanshyambhai Vitthalbhai Patel as Independent Director of the Company for the
further term of five years, effective from the expiry of their tenure i.e. August 30, 2024
and August 13, 2024 respectively at the at the ensuing Annual General Meeting.
Accordingly, the matter for their re-appointment for a further period of 5 years have been
included in the notice convening the 24th Annual General Meeting of the Company
and necessary explanation and details have been mentioned in the explanatory statement to
the Notice.

During the year under review, Mr. Sujit Kumar Padhi resigned from the post of Chief
Financial Officer of the Company with effect from March1, 2023. However, after the closure
of the year under review, he was again appointed as Chief Financial Officer of the company
w.e.f. May 19, 2023, keeping in view the experience and long association with the company.

As on 31.03.2023, following are the Key Managerial Personnel of the Company: Shri
Ambusinh Punjaji Gol–Chairman and Managing Director Shri Yoginkumar Haribhai
Patel– Managing Director Shri Dineshbhai Haribhai Patel- Whole Time Director
Ms.Pinkal Chavda – Company Secretary & Compliance Officer


POLICY ON DIRECTORS' APPOINTMENT AND POLICY ON REMUNERATION:


Pursuant to the requirements of Section 134 and 178 of the Companies Act, 2013, read
with the relevant Rules framed thereunder, the policy on appointment of Board Members and
policy on remuneration of the Directors, KMPs and Senior Management is attached as per
Annexure –VII to this Report. The Company's Policy for the appointment of Directors
and KMPs and Senior Managerial Personnel and their Remuneration policy can be accessed on
the Company's website at www.akashinfra.com.


NUMBER OF BOARD MEETINGS OF THE BOARD:


During the year under review the Board meet 8 times on (1) April 12, 2022, (2) May 2,
2022, (3) May 21, 2022 (4) July 1, 2022 (5) August 6, 2022 (6) November 12, 2022 (7)
February 14, 2023, and (8) February 28, 2023 in respect of which meetings, proper notices
were given and the proceedings were properly recorded and signed in the Minutes Book
maintained for the purpose.


MANAGEMENT DISCUSSION AND ANALYSIS REPORT:


Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report highlighting inter alia
the business performance, risk management, internal control and affairs of the Company for
the reporting year is attached as Annexure – I to this Report.


CORPORATE GOVERNANCE:


In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
Report on "Corporate Governance" is attached as an Annexure II and forms
part of this report.


SUBSIDIARY AND ASSOCIATE COMPANY:


As on March 31, 2023 the Company has following subsidiary/ associate companies whose
accounts are consolidated in the Company:

1. Akash Infra Inc.–Subsidiary Company

2. Akash Petroleum Private Limited- Associate Company

3. Akash Residency and Hospitality Private Limited- Associate of Akash Petroleum
Private Limited

During the year under review, M/s. Akash International LLC, USA became the Subsidiary
of the Company w.e.f. February 02, 2023.

The salient features of the financial statement of these entities are set out in the
prescribed form AOC-1 forms part of notes to accounts.

There has been no material change in the nature of business of the subsidiary and the
Company does not have any material subsidiary. The Policy on Material Subsidiary framed by
the Board of Directors of the Company is available on Company's website at link
http://akashinfra.com/files/policies/ Policy_for_detrmining_material_subsidiary.pdf

The Audited financial statements of all subsidiaries are available on the website of
the Company www.akashinfra.com.


DECLARATION FROM INDEPENDENT DIRECTOR:


The Independent Directors of the Company have given declarations stating that they meet
the criteria of independence as prescribed under the Section 149(6) of the Companies Act,
2013 read with the rules made there under and read with Regulation 16(1)(b) of the Listing
Regulations and in the opinion of the Board, the Independent Directors meet the said
criteria. Further, the Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience (including the proficiency) and
expertise in their respective fields and that they hold highest standards of integrity. In
terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation which exists or may be
anticipated that could impair or impact their ability to discharge their duties.


FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:


The policy and details of familiarization programme imparted to the Independent
Directors of the Company are available on the website of the Company at
www.akashinfra.com.


DEPOSITS:


The Company has not accepted any deposit within the meaning of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during
the year under review.


MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:


No material changes or commitments, affecting the financial position of the Company
have occurred between the end of the financial year of the company under review and the
date of the Board's Report.


SECRETARIAL STANDARDS:


The Board of Directors of the company confirms to the best of their knowledge and
belief that the Company has complied with the applicable provisions of the Secretarial
Standards issued by the Institute of Company Secretaries of India as amended from time to
time and made applicable by the Ministry of Corporate Affairs during the financial year
under review.


ANNUAL RETURN:


Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the Copy of Annual Return
of the Company for the financial year ended March 31, 2023 is placed on the website of the
Company at http://akashinfra.com/announcements.php#tab01.


CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:


The Securities and Exchange Board of India vide its amendments had made amendments in
Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations") which were effective from April 1, 2022. In due
compliance with the requirements of the Regulation 23 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended read with Section 188of the
Companies Act, 2013 and the Rules thereunder, as amended upto date, Board of Directors has
accordingly updated and amended the policy on the Related Party Transaction including
material transactions, which is to be followed in letter and spirit. The policy is
available on the website of the Company www.akashinfra.com.

All the transactions entered into by the Company during the year under review with the
related parties as defined under the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 were on arms' length basis and in ordinary
course of business.

There were no materially significant related party transactions entered into by the
Company with the related parties during the year under review which may have potential
conflict with the interest of the Company. The particulars of the contracts or
arrangements with the related parties as per the provisions of Section 188 of the
Companies Act, 2013 read with SEBI (LODR) Regulations, 2015 is given in prescribed form
AOC – 2 attached to the report as Annexure – III.


PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013:


The details of loan/ investments/ guarantee, if any made by the Company are provided in
the notes forming part of the financial statements.

The Company has not provided any security during the year under review.


STATUTORY AUDITORS:


M/s. RRS & Associates, Chartered Accountants (Firm Registration No. 118336W) were
appointed as Statutory Auditors, for a term of five years to hold office till the
conclusion of the Annual General Meeting to be held for the Financial Year 2026-27.


AUDITORS OBSERVATIONS:


There are no qualification, reservation, disclaimer or adverse remark in the Auditors'
report and they have not reported any incident of fraud pursuant to the provision of
Section 143(12) of the Act, accordingly, no such details are required to be reported under
Section 134(3)(ca) of the Act.


SECRETARIAL AUDIT REPORT:


Pursuant to the provisions of Section 204 of the Companies Act, 2013 M/s. V. N. Vasani
& Associates, Practicing Company Secretaries, were appointed as Secretarial Auditors
of the Company for the financial year 2022-23. The Secretarial Audit Report submitted by
them in prescribed form MR-3 is attached as


Annexure - IV to this report and does not contain any qualification, reservation,
disclaimer or adverse remark.


COST AUDITOR:


As per the requirement of Section 148 (3) of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of
Directors, on the recommendation of the Audit Committee, has appointed M/s. Rahil Shah
& Associates, Cost Accountants, [FRN:002123] as Cost Auditor of the Company to conduct
the audit of the Cost Records for the Financial Year 2023-24. As required under the
Companies Act, 2013, a resolution seeking members' approval for the ratification of
remuneration payable to the Cost Auditor forms part of the Notice convening the Annual
General Meeting.


MAINTENANCE OF COST RECORDS:


The Directors of the Company to the best of their knowledge and belief state that the
Company has maintained adequate Cost records as required to be maintained by the Company
under the provisions of Section 148 of the Companies Act, 2013 read with the relevant
Rules framed thereunder.


REPORTING OF FRAUDS:


During the year under review, the Statutory Auditors, Cost Auditors and Secretarial
Auditors have not reported any instances of fraud committed in the Company by its Officers
or Employees to the Audit Committee and / or Board under section 143(12) of the Act.


FORMAL ANNUAL PERFORMANCE EVALUATION PROCESS BY BOARD:


Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the
Board has carried the evaluation of its own performance, individual Directors, its
committees including the Chairman of the Board on the basis of attendance, contribution
and various criteria as recommended by the Nomination and Remuneration Committee of the
Company. The evaluation of the working of the Board, its committees, experience and
expertise, performance of specific duties and obligations etc. were carried out. The
Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Non-Independent directors (including the Chairman) was
also evaluated by the Independent Directors at the separate meeting held of Independent
Directors of the Company. They have shown the satisfaction with the performance of
Non-executive Directors.


PARTICULARS OF EMPLOYEES:


The disclosure required under Section 197 (12) of the Companies Act, 2013 read with
Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed as Annexure-V and forms an integral part of this Report.

The statement containing particulars of employees as required under section 197 of the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136
of the Companies Act, 2013, the Report and accounts are being sent to the members and
others entitled thereto, excluding the information on employees' particulars which is
available for inspection by members at the Registered office of the Company during
business hours on working days of the Company between 11:00 A.M. to 4:00 P.M. upto the
date of ensuing Annual General Meeting. If any member is interested in obtaining a copy
thereof, such member may write to the Company Secretary in this regard.


DIRECTORS' RESPONSIBILITY STATEMENT


Pursuant to the requirement of Section 134(5) of the Act, and based on the
representations received from the management, the directors hereby confirm to the best of
their knowledge that: i. In the preparation of annual accounts, the applicable accounting
standards have been followed and that no material departures have been made for the same.
ii. They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company at the end of the financial year and of the Profit
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 provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities; iv. They have prepared the annual financial statements ongoing
concern basis.

v. Proper internal financial controls are in place in the Company and that such
internal financial controls are adequate and are operating effectively and vi. They have
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.


AUDIT COMMITTEE:


The Audit Committee of the Company as on March 31, 2023 consists of following Directors
as its members:


  

    
Name of the Member
    
Position
    
Category
  
  

    
Smt. Monika Shekawat
    
Chairperson
    
Independent Director
  
  

    
Shri Ashwinkumar B. Jani
    
Member
    
Independent Director
  
  

    
Shri Yoginkumar H. Patel
    
Member
    
Executive Director
  
  

    
Shri Ghanshyambhai Patel
    
Member
    
Independent Director
  


Further details pertaining to scope of committee and attendance in the meeting are
given in the Corporate Governance report as annexed to this report.


CORPORATE SOCIAL RESPONSIBILITY:


Your Company does not fall under the criteria mentioned in the provision of Section 135
of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility)
Rules, 2014, and accordingly the Company is not required to constitute CSR Committee nor
is it required to spend any amount in CSR Activity.


VIGIL MECHANISM:


Pursuant to provisions of Section 177 (9) of the Companies Act, 2013 read with
Regulation 22 of the SEBI Listing Regulations and relevant rules framed thereunder the
Company has established a Vigil Mechanism / Whistle Blower Policy for Directors, Employees
or business associates for reporting the unethical behavior, malpractices, wrongful
conduct, frauds, violations of the Company's code etc. to the Chairman of the Audit
Committee.

The policy also provides for adequate safeguard against victimization of the Directors'
/ Employees who avail the services of said mechanism. The same is available on the
Company's website www.akashinfra.com.


RISK MANAGEMENT POLICY:


Your company has developed and implemented a Risk Management Policy pursuant to Section
134(3)(n) of the Companies Act, 2013 read with the relevant Rules framed thereunder, which
includes identification of elements of risk, if any, which in the opinion of the Board,
may threaten the existence of the Company. The risk management process is designed to
safeguard the organization from various risks through adequate and timely action. It is
designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the
business. The risk management framework of the Company is appropriate compared to the size
of the Company and the environment under which the Company operates.

At present, in the opinion of the Board there is no identification of Risk element that
may threaten the existence of the Company.


THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR:


During the year under review, no application or any proceedings are pending under the
Insolvency and Bankruptcy Code, 2016.


THE 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 instances have occurred during the year under review.


INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:


The Company has adopted internal control system considering the nature of its business
and the size and complexity of operations. The Board has adopted the policies and
procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the Company's policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records
and the timely preparation of reliable financial disclosures etc. Systems and procedures
are periodically reviewed to keep pace with the growing size and complexity of your
company's operations. The internal auditor assesses opportunities for improvement of
business processes, systems and controls, to provide recommendations, which can add value
to the organization.


CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:


The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section134 (3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014, are enumerated as below:


Conservation of Energy:


1. The steps taken or impact on conservation of energy:-



The Company has taken measures and applied strict control system to monitor day to day
power consumption, to endeavor to ensure the optimal use of energy with minimum extent
possible wastage as far as possible. The day to day consumption is monitored and various
ways and means are adopted to reduce the power consumption in an effort to save energy.


2. The steps taken by the company for utilizing alternate sources of energy.



Company has not taken any step for utilizing alternate sources of energy.


3. The capital investment on energy conservation equipment.



Company has not made any capital investment on energy conservation equipment.


Technology Absorption:


Company has not imported any technology and hence there is nothing to be reported here.


Foreign Exchange Earning and Outgo:


There were no foreign exchange earnings during the year under review and during the
year under review there was foreign outgo towards remittance of initial capital
contribution of 51,000 USD in M/s. Akash International LLC, Subsidiary Company.


INDUSTRIAL RELATIONS:


The Company's industrial relations with its employees continued to be cordial
throughout the year under review. Your Directors wish to place on record their
appreciation for the excellent team work with which the workers and officers of the
Company at all levels have contributed individually and collectively to the performance
and growth of the Company.


DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:


The Company has complied with the provision relating to constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has not received any complaint under the
Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors declare and confirm that, during the year under review, there is no case
filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal)Act, 2013.


SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:


No significant / material orders have been passed by any Regulators or Courts or
Tribunals which shall affect the going concern status of the Company's operations as on
date of this report.


ACKNOWLEDGEMENT:


Your Directors wish to place on record their sincere appreciation for the excellent
assistance and cooperation received from the Governmental authorities, the banks and
financial institutions, customers, vendors, workers, officers, staff and investors for
their continued support during the year.