Shakti Press Ltd.
|BSE: 526841||Sector: Services|
|NSE: N.A.||ISIN Code: INE794C01016|
|BSE LIVE 10:12 | 03 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 526841||Sector: Services|
|NSE: N.A.||ISIN Code: INE794C01016|
|BSE LIVE 10:12 | 03 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors have pleasure in presenting their 23rd Annual Report and theAudited Accounts for the Financial Year ended 31st March 2016 together with theIndependent Auditor's Report thereon.
1. FINANCIAL PERFORMANCE/ OPERATIONS:
For the year ended on March 31 2016 in the view of the losses the Directors regrettheir inability to recommend any dividend.
3. OPERATIONS OF THE COMPANY
During the year the Company achieved a sale turnover of Rs 925.02 lacs as compare toRs 786.32 Lacs for previous year. The profit of the company continues in the negative. Thenet loss for the year 2015-16 is Rs -175.96 lacs.
4. CHANGE IN NATURE OF BUSINESS
During the year under review there was no change in the nature of the business of theCompany.
5. REVISION OF FINANCIAL STATEMENT
During year under review there has been no revision of financial statement in therelevant financial year.
6. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE
During period under review there are no material changes and commitments that mayaffect the financial position of the company except below
The Company had filed Compromise Proposal for Rs. 15.00 Crores for Settlement of LoanAccount No's. 32738050751. The debit balance in our captioned accounts for Rs.108400000 (Rupees Ten Crores Eighty-four Lakhs only).Offer amount for said settlementis Rs 15.00 crores out of which the Company had paid a sum of Rs 15000000 (10% of theabove offer i.e. Rs.150000000) upfront amount in no lien account by demand draft ofRs 10000000 on 31st December 2015 and Rs 5000000 on 04th January 2016 and remainingamount Rs 135000000 to be paid within ninety(90) days from the date of acceptance ofaforesaid proposal or 16th December 2016 whichever is earlier. The remaining amount Rs135000000 shall be paid from sale of asset with prior approval of the Bank. Thedecision of Bank's committee on said proposal is still pending till date of this report.
7. SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
The Company do not have subsidiaries joint ventures or associate Companies.
8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal control systems and procedures commensuratewith the size and nature of business. These procedures are designed to ensure:
i. that all assets and resources are used efficiently and are adequately protected;
ii. that all the internal policies and statutory guidelines are complied with; and
iii. the accuracy and timing of financial reports and management information ismaintained.
9. REHABILITATION STATUS
The Hon'ble BIFR New Delhi in their meeting held on 02nd July 2015observed that the possession of the assets of the Company has been taken over by the SBIunder 13(4) of SARFAESI Act. In terms proviso of Section 15(1) of the Sick IndustrialCompanies Special Provisions) Act 1985 reference case 78/2013 of the Company filedbefore the BIFR was abated. The Board of Directors in their meeting held on 29thJuly 2015 considered and took on record abatement of reference filed before BIFR NewDelhi. The Board unanimously resolved that the Company do prefer and appeal before Hon'bleAppellate Authority for Industrial & Financial Reconstruction (AAIFR) against orderpassed by the BIFR New Delhi. The Hon'ble AAIFR New Delhi vide their letter dated 01stSeptember 2015 informed that appeal has been registered and assigned No 78/15 and samewill be heard on 17th September 2015 at 11.00 AM at the office premises ofAAIFR. In hearing of Hon'ble AAIFR New Delhi the Authority observed that the conditionfor abatement as required under 3rd proviso to section 15(1) of SICA arefulfilled and thereby appeal before Hon'ble AAIFR is disposed of.
During the year under review the Company's Compromise One Time Settlement (OTS) isunder process with the State Bank of India (SBI) SAM branch Mumbai which the managementexpect to conclude soon.
11. TRANSFER TO RESERVES
The Company has not transferred any amount to the general reserve account during thereporting period.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The Company has not entered into any transaction of material nature with relatedparties that may have any potential conflict with the interest of the Company. Particularsof contracts or arrangements with related parties referred to in Section 188(1) of theCompanies Act 2013 in the prescribed Form AOC-2 is appended as Annexure A to theBoard's report.
14. NAME CHANGE
During the year under review the Company do not had change in name of the Company.
Fixed and Current Assets of the Company are adequately insured.
16. OUTLOOK FOR NEW SEASON
The Boards of Directors are trying their best to improve the performance of the Companyand hopeful of achieving decent turnover in future.
17. DIRECTOR'S RETIRING BY ROTATION
a. In terms of Articles of Association of the Company and as per Section 152(6) of theCompanies Act 2013 provides that 2/3rd of the Board of Directors is consideredto be Directors liable to retire by rotation of which 1/3rd shall retire at every AnnualGeneral Meeting of the Company as per Section 152(6) (e) of the Companies Act 2013 andthe Company shall have an option to re-appoint the retiring Director or appoint someoneelse in his place.
b. This year Shri Raghav Sharma and Shri Nitin Dhote are liable to retire by rotationand being eligible offer himself for re-appointment at this Annual General Meeting. TheBoard of Directors recommends his re-appointment for consideration of the Shareholders.
c. The tenure of Shri Nitin Dhote as the Whole-time Director ended on 13thJanuary 2010. The remuneration committee and Board of Directors of the Company consideredand recommended to Directors/Members for their approval to reappoint Shri Nitin Dhote asthe Whole-time Director of the Company with effect from 14th January 2016 for aperiod of three (3) years. The Board of Directors of the Company considered andrecommended to Members for their approval to reappoint Shri Nitin Dhote as the Whole-timeDirector of the Company with effect from 14th January 2016 for a period ofthree (3) years.
d. The brief resume and other details relating Directors who are proposed to beappointed and re-appointed as required to be disclosed under Clause 49 of the ListingAgreement is incorporated in the annexure to the notice calling 23rd AnnualGeneral Meeting of the Company.
18. MANAGEMENT'S DISCUSSION AND ANALYSIS
In terms of the provisions of Clause 52 of the Listing Agreement the Management'sdiscussion and analysis is set out in this Annual Report as Annexure B to theBoard's report.
19. EVALUATION OF BOARD'S PERFORMANCE
During the year pursuant to Section 134 149 and Schedule IV of the Companies Act2013 and Regulation 17 of the Listing Regulations the Board had adopted a formalmechanism for evaluating its own performance and that of its Committees and individualDirectors including the Chairman of the Board. The exercise was carried out through anevaluation process covering various aspects of the Board's functioning such as compositionof the Board & Committees experience & competencies performance of specificduties & obligations governance issues etc. A separate exercise was carried out toevaluate the performance of the individual Directors including the Chairman of the Boardwho were evaluated on parameters such as attendance contribution at the meetings andotherwise independent judgment etc.
The evaluation of all the Directors including independent Directors was carried out bythe entire Board except for the Director being evaluated. Performance evaluation of theBoard Chairman and the Non-Independent Directors was carried out by the IndependentDirectors in their meeting held on 10th January 2016.
The members of the Nomination and Remuneration Committee at their meeting held on 10thJanuary 2016 evaluated the performance of every Director of the Company.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees and on the basis of the report of the saidevaluation the present term of appointment of Independent Directors was continued withthe Company.
20. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have confirmed that they meet the criteria of 'Independence'as stipulated under Section 149(6) of the Companies Act 2013 and the Listing Agreement.
21. KEY MANAGERIAL PERSONNEL
Pursuant to the Section 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and other applicableprovisions and rules of the Companies Act 2013 the following existing executives of theCompany were designated as the Key Managerial Personnel of the Company by the Board interm of 2(51) of the Companies Act 2013.
a. Shri Raghav Sharma Managing Director(MD)
b. Shri Deepak Dhote Joint Managing Director(JMD)
c. Shri Nitin Dhote Whole time Director (WTD)
d. Smt Shailja Sharma Whole time Director(WTD)
e. Shri Bernard Wong Chief Financial Officer (CFO).
22. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
(b) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(c) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(d) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(e) the directors had prepared the annual accounts on a going concern basis and
(f) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively. The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
23. BOARD MEETINGS
During the year under review the Board of Directors of the Company had met six timesand the gap between two consecutive board meetings was within the limits prescribed by theCompanies Act 2013 and Listing Regulations.
The details of the meetings are more specifically given in the Corporate GovernanceReport which forms a part of this Annual Report.
24. SHARE CAPITAL
As at June 30 2014 the Authorised Share Capital of the Company was Rs. 11.00 Croresand the paid-up Equity Share Capital stood at Rs. 6.52 Crores. During the year underreview the Company has not issued shares with differential voting rights nor has grantedany stock options or sweat equity shares.
25. LISTING OF SHARES
During the year the Shares of the Company were listed on The Bombay Stock ExchangeLimited Mumbai under Scrip Code No. 526841. The scrip of the Company has suspended fromtrading from Bombay Stock Exchange wef 03rd August 2015 due to penal reason.The Company from time to time complied with requirements under Listing Agreement. TheCompany had filed revocation of suspension of trading of company s scrip which underprogress.
26. CORPORATE GOVERNANCE CERTIFICATE
Your Company is committed to achieve the highest standards of Corporate Governance. Ithas taken adequate steps to ensure that the conditions of corporate governance asstipulated in Clause 49 of the Listing Agreement of the Stock Exchange are complied with.
A separate statement on corporate governance is enclosed as a part of the Annual Reportalong with the Auditor's Certificate on its compliance as Annexure C to the Board'sreport.
27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO.
With respect to Particulars of Energy Conservation Technology Absorption and ForeignExchange Earnings and Outgo required under the Companies (Accounts) Rules 2014 due to noOwn Processing operations and only the residual Job Work activities in the solventextraction plant the Conservation of energy and Technology absorption are not applicable.A separate statement of Particulars of Energy Conservation Technology Absorption andForeign Exchange Earnings and Outgo as Annexure D to the Board's report.
28. PARTICULARS OF EMPLOYEES
In respect of particulars of employees pursuant to Section 196 & 197 of theCompanies Act 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 there were no employees employed throughout the yearand were in receipt of remuneration over the maximum limit prescribed under thesesections.
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
Note: Non-Executive & Independent Directors were not paid any other remunerationother than setting fees for Meeting.
b) The percentage increase in remuneration of each director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year:
During the year under review there is revision/ increment in remuneration of ShriRaghav Sharma as
c) The percentage increase in the median remuneration of employees in the financialyear: -NIL
d) The number of permanent employees on the rolls of Company: 26
e) The explanation on the relationship between average increase in remuneration andCompany performance: During the year under review there is no revision/ increment inremuneration
f) Comparison of the remuneration of the key managerial personnel against theperformance of the Company:
g) Variations in the Market Capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year &Percentage increase over decrease in the market quotations of the shares of the Company incomparison to the rate at which the Company came out with the last public offer:
The trading of Company's shares being suspended and company had incurred losses duringthe year under review Market Capitalisation & PE Ratio can not be worked out.
h) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
During the year under review there is no revision/ increment in remuneration
i) Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company:
j) The key parameters for any variable component of remuneration availed by thedirectors: NIL
k) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: None
l) Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms that the remuneration is as per the remuneration policy of theCompany.
m) The particulars of employees as required under Section 197(12) of the Act read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are not applicable to Company.
Further the report and the accounts are being sent to the members excluding theaforesaid annexure. In terms of Section 136 of the Act the said annexure is open forinspection at the Registered Office of the Company. Any shareholder interested inobtaining a copy of the same may write to the Company Secretary.
29. HUMAN RESOURCES
The company has adapted good practices to retain encourage and develop skills of allthe employees of the company.
30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. During the year under review the Company had nowoman employee.
31. VIGIL MECHANISM/WHISTLE BLOWER POLICY
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism/ Whistle Blower Policy has been established by the Company to provideappropriate avenues to the employees to bring to the attention of the management any issuewhich is perceived to be in violation of or in conflict with the fundamental businessprinciples of the Company.
32. RISK MANAGEMENT POLICY AND REPORT
Your company has taken adequate measures to mitigate various risks impacting theCompany which includes the identification of various risk elements and steps formitigation of the same.
M/s. Motwani & Co. Chartered Accountants Nagpur (Firm Registration No.129106W)resigned from the office of Statutory Auditor of the Company vide their letter dated 23rdAugust 2016. The Company received consent letter from M/ s Pilla Mathur Manuja & Co toappoint Statutory Auditor of the Company for the financial year 2016-17 to 2020-21 subjectto approval of the Members in the Annual General Meeting. Their appointment is the part ofthis notice.
34. COMMENTS ON THE AUDITORS' REPORT
Pointwise reply is as follow:
The observations made in the Auditors Report are self explanatory and therefore neednot require any further comments.
(a) Continue follow-up legal proceeding for recovery of same are going on hence nottreated as Bad debt
(b) In printing industries it is not possible to maintain and ascertain quantitativeinventory and its value is not exact proportion
(c) The settlement proceeding with the Bank are under consideration and is expected tosettle during the current Period
(d) As mentioned above the settlement proceeding is under consideration interest hadnot been charged as the same had been applied for waiver.
(e) The balance in TDS payable account is due to incorrect entries of previous yearand there is no such liabilities standing against as from Income Tax Department.
(f) Bad debts are written off basis of general prediction. Excise duty written off asthere is no such receivable to the company from excise Department the same is due towrong accounting in previous year. TDS payable had also written off as the same is not aliabilities and is just mistake in accounting.
(g) The brand valuation of the Company is still expected to stand up to the amount.
(h) The provision of deferred tax is not mandatory in case of loss making Company.
(i) As the Company is suspended the allotment of shares to the Members is notpossible. The same will be allotted at the earliest as soon as the suspension standrevokes.
(j) The Company is followed the old rate specified in the previous Act as it is ofthat the rate mentioned in the previous act are appropriate and reflect the balance oflife of assets more accurately. The Company had obtained the certificate from expertregarding life of assets.
(k) Unsecured loan from Mr Suresh Sharma and Smt Kalpana Sharma are standing in theiraccounts since long time when Mr Suresh Sharma was Director of Company and same is underdispute hence not repaid till date.
36. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Kaustubh Moghe Practicing Company Secretaries Nagpur to undertake theSecretarial Audit of the Company. The report of the Secretarial Auditors is enclosed as "AnnexureF" to this report.
37. COMMENTS ON THE SECRETARIAL AUDIT REPORT
The Company also taken the services of practicing Company Secretary for issuance ofsecretarial Audit Report and also various certificate as required. In view of variousprovisions in the amended Company's Act and other related regulations the Company hastried to comply with various provisions. However as informed in the Secretarial AuditReport certain noncompliances have been reported. The Company propose to appointed a fulltime Company Secretary who had designated as Compliance Officer of the Company and is alsoin a process of regularizing the non- compliances and to make default good.
Annex-A: Disclosure of particulars of contracts/ arrangements entered into by thecompany with related parties referred to in sub-section.
Annex-B: Management Discussion and Analysis Report.
Annex-C: Energy Conservation Technology Absorption and Foreign Exchanges Earnings andOutgo.
Annex-D: Report on Corporate Governance.
Annex - E: Extract of Annual Return as of 31st March 2016 in the prescribed FormMGT-9.
Annex - F: Secretarial Auditors Report.
39. APPRECIATION & ACKNOWLEDGEMENT
The Directors acknowledge with thanks co-operation and unstinted support andco-operation received from the State Bank of India (SBI) Arvind Sahakari Bank Ltd.suppliers customers shareholders of the Company during the year under review. TheDirectors also record their appreciation of the dedication of all the employees of theCompany.
Annexure C: Forming Part of the Director's Report
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required under Section 134(3) (m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014.
With respect to Particulars of Energy Conservation Technology Absorption and ForeignExchange Earnings and Outgo required under the Companies (Accounts) Rules 2014.