Abhishek Corporation Ltd.
|BSE: 532831||Sector: Industrials|
|NSE: ABHISHEK||ISIN Code: INE004I01017|
|BSE 00:00 | 13 Dec||Abhishek Corporation Ltd|
|NSE 05:30 | 01 Jan||Abhishek Corporation Ltd|
|BSE: 532831||Sector: Industrials|
|NSE: ABHISHEK||ISIN Code: INE004I01017|
|BSE 00:00 | 13 Dec||Abhishek Corporation Ltd|
|NSE 05:30 | 01 Jan||Abhishek Corporation Ltd|
Abhishek Corporation Limited (Under Liquidation under IBC)
Your Directors are pleased to present the 28th Annual Report on the operational andbusiness performance of the Company together with the Audited Financial Statements for theFinancial Year ended 31st March 2021.
The performance of the company for the financial year ended March 31 2021 issummarized below:
(Rs.. In Lacs)
The performance of the Company has been comprehensively discussed in the ManagementDiscussion and Analysis Report (forming part of the Annual Report)
PROCEEDINGS OF LIQUIDATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE2016 (IBC) READWITH INSOLVENCY AND BANKRUPTCY BOARD OF INDIA(IBBI) (LIQUIDATION PROCESS) REGULATIONS2016
A. In accordance with the applicable provisions of the Insolvency & Bankruptcy Code2016 (IBC Code) read with Insolvency and Bankruptcy Board of India (IBBI)Regulations 2016 Liquidation Process of Abhishek Corporation Limited was initiated on11th March 2019 by order of National Company Law Tribunal Mumbai (NCLT)& Hon'ble NCLAT . Pursuant to Section 33/34 of the IBC the power of the Board ofDirectors of the company stood suspended and such powers are vested with the LiquidatorMr. Kshitiz Gupta to manage the affairs of the company.
B. As directed by Hon'ble NCLAT/NCLT liquidator proceeded with making publicannouncement for sale of the Corporate Debtor as going concern.
C. Thereafter due to the ongoing Covid-19 pandemic multiple extensions were given toconduct auction. Lastly sale notice was published on 12th October 2020 inviting bidders.
D. In the meanwhile Public Interest Litigation (PIL) was led before the Hon'ble BombayHigh Court against the Liquidator and the Corporate Debtor. The said PIL was led to stopthe auction process of the Corporate Debtor.
E. The Hon'ble Bombay High Court had granted a stay on the auction proceedings till thedisposal of such petition by order dated 28th October 2020. The matter is pending to bedisposed-off and therefore currently the auction process is stayed.
The outbreak of the deadly COVID-19 virus and the ensuing lockdown imposed across thecountry affected business operations. The health of the employees and workers became apriority; stoppage of operations for an uncertain period resulted in a large financialburden. However we expect no major changes in the economic activity. With all the safetymeasures directed by the Central Government State Government and local administrationsthe Company is continuing its operations.
REVIEW OF OPERATIONS
During the year under review the turnover of the company has increased to Rs. 1873.91Lakhs from Rs. 1527.73 Lakhs in previous year. Under Utilization of capacity higherdepreciation cost lower margins have resulted into the loss of Rs. 2045.09 Lakhs asagainst the net loss of Rs. 2177.17Lakhs in previous year. However the efforts taken bythe management to optimally utilize the available capacity. The Management is furtheractively involved in trying to utilize the idle capacities available with the company.
CHANGE IN NATURE OF BUSINESS IF ANY
During the year there was no change in the nature of business of the Company.
In view of the losses incurred by the Company and the liquidation proceedings underIBC the Board of Directors of the Company has not recommended any dividend for thefinancial year under review. As the Company has incurred losses during the year no amounthas been transferred to Reserves.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS/ SHARES TO IEPF
During the year the Company was not required to transfer any unclaimed dividends /Shares to IEPF
DIRECTORS & KEY MANAGERIAL PERSONNEL
The company is under Liquidation Process initiated by the National Company LawTribunal Mumbai (NCLT) the power of the Board of Directors of the companystood suspended and such powers are vested with the Liquidator to manage the affairs ofthe company. The responsibility is with the Key Managerial Personnel's to continue theoperations of the company on certain conditions prescribed by the liquidators.
Pursuant to the provisions of Section 149 of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Mr. Dhananjay S. Charane isceased to be an independent director due to ful llment of their two consecutive terms upto 30th September 2020. Hence the company in the Annual General Meeting held on 29thSeptember 2020 appointed Mr. Sohan S. Ghodgire w.e.f. 1st October 2020 to act asindependent director of the company In accordance with the provisions of Section 152 ofthe Companies Act 2013 read with Companies (Management & Administration) Rules 2014and Articles of Association of the Company Mrs. Rama J. Swetta Non-Executive director ofthe Company retire by rotation at the ensuing Annual General Meeting and being eligiblehas offered herself for re-appointment and your Board recommends for her re-appointment.Brief resume of Director proposed to be appointed/re-appointed is given in the Noticeconvening 28th Annual General Meeting in pursuant to Regulation 36(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2021 are Mr. Anasaheb R. Mohite Chairperson & ManagingDirector Mr. Abhishek A. Mohite Chief Financial Officer and Mr. Rahul Rungta CompanySecretary.
During the year the Company has not accepted any deposits from the public and thereare no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules2014.
During the year industrial relations have been cordial.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is annexed as Annexure-I which forms an integral part of thisReport and is also available on the Company's website viz. www.abhishekcorporation.com.
LISTING OF EQUITY SHARES
The Equity Shares of your Company are presently listed on BSE Limited & NationalStock Exchange of India Limited (NSE). Since the Company is under Liquidation ProcessListing fees has not been paid.
MEETINGS OF THE BOARD
During the financial year under review Seven (7) Board Meetings were convened andheld the details of which are given in the Corporate Governance Report. The interveninggap between these Meetings was within the period prescribed under the Companies Act 2013and Regulations 17 of the Securities and Exchange Board of India (Listing Obligation andDisclosure Requirements) Regulation 2015. Detail of dates is mentioned in CorporateGovernance Report part of annual report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 34 of the IBC the powers of the Board of Directors stoodsuspended and such powers were vested with the Liquidator Mr. Kshitiz Gupta. In light ofthe aforesaid and pursuant to the requirements under sub section (3)(c) and (5) of Section134 of the Companies Act 2013 with respect to Directors' Responsibility Statement it ishereby con rmed by the liquidator along with the directors (power suspended) that :
a) In the preparation of the annual accounts for the financial year ended 31st March2021 the applicable Accounting Standards have been followed along with proper explanationrelating to material departures;
b) Accounting policies have been selected and applied consistently and judgments andestimates made that were reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit andloss of the Company for the year under review;
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provision of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual financial statements have been prepared on a going concern basis
e) Internal financial controls to be followed by the Company have been laid down andensured that such internal financial controls are adequate and operating effectively; and
f) Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 19of the Listing Regulations and on recommendation of Nomination and Remuneration Committeethe Board of Directors have adopted policy for selection and appointment of DirectorsSenior Management and their remuneration. The Remuneration Policy has been placed on thewebsite of the Company and is available onhttp://www.abhishekcorporation.com/disclosure/Remuneration%20Policy.pdf Brief ofRemuneration policy is given in Corporate Governance report.
RISKS AND AREA OF CONCERN
The Board of Directors of the Company has formed a Risk Management Committee to frameimplement and monitor the risk management plan for the Company. The Committee isresponsible for monitoring and reviewing the risk management plan and ensuring itseffectiveness. The Audit Committee has additional oversight in the area of financial risksand controls. The major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. The details ofthe Risk Management functions are covered in the Corporate Governance Report. The detailsof the Risk Management Policy are available on the Company's websitewww.abhishekcorporation.com/disclosure/Risk%20Management%20Policy.pdf
REPORTING OF FRAUDS
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and /or Board under Section 143(12) ofthe Companies Act 2013 and Rules made there under.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDECLAIMERS MADE BY THE AUDITORS
Explanation or Comments on Quali cation reservations or adverse remarks or declaimersmade by Auditors in Statutory Audit Report are enclosed as Annexure II.
Explanation or Comments on Quali cation reservations or adverse remarks or declaimersmade by Secretarial Auditors in Secretarial Audit Report are enclosed as Annexure II.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company is not falling under any of applicability criteria's of CSR as mentionedunder the Provisions of Section 135 of Companies Act 2013 read with Companies (CorporateSocial Responsibility) Rules 2014 therefore it is not mandatory for the company to formCorporate Social Responsibility (CSR) Committee and a Policy on Corporate SocialResponsibility.
COST AUDIT AND RECORDS
It is not mandatory for the company to maintain cost audit and records
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEDAND THE DATE OF THE REPORT
Except the changes occurred during and subsequent to the financial year 2020-21relating to liquidation process and COVID 19 situation as stated herein above there areno any material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateand the date of this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Company has not provided any loans guarantees security under any Section 186 of theCompanies Act 2013 during the year under review. The Company has not made any investmentduring the financial year 2020-21.
DECLARATION OF INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each Independent Directors whoare part of reconstituted Board confirming that he/she meets the criteria of Independenceas laid out in Section 149(6) of the Companies Act 2013 read with the Schedules rulesmade thereunder and Regulation 25 of SEBI Listing Regulations 2015.
SUSPENSION OF SECURITY TRADING
Trading of Shares is suspended in BSE Ltd and National Stock Exchange of India Limiteddue to non submission of some quarterly compliance and non-payment of listing fees.
ANNUAL PERFORMANCE EVALUATION BY THE BOARD
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 the Board has carried out annualevaluation of its own performance that of its committees and individual directors for thefinancial year 2020-21 however as the Liquidation process is initiated against theCompany the powers of the Board of Directors (including evaluating the performance ofBoard its Committee and individual Directors) were suspended. Therefore during thefinancial year 2020-21 the evaluation of the performance of the Board of Directors and ofits Committees and individual Directors were taken under the supervision of Liquidator.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
1 Since the company is under liquidation The Hon'ble Bombay High Court had granted astay on the auction proceedings till the disposal of a petition by order dated 28thOctober 2020. On 12th June 2020 Deputy Commissioner of Sales Tax Kolhapur has passed anorder to pay 437186/- & 2 Rs. 500000/-( Professional Tax along with an interest )Under Maharashtra State Tax on Professions Trades Callings & Employment Act 1975.
There was no change in capital structure of the Company during the year under review.As on 31st March 2021 the paid up equity share capital is Rs. 16 00 84620 comprisingof 1 60 08462 Equity shares of Face Value of Rs. 10/- each. During the financial year2020-21 Company has not issued any equity shares with differential rights as todividends voting or otherwise or any convertible securities warrants or Sweat Equityshares. The Company does not have any Employee Stock Option Scheme or Employee StockPurchase Scheme.
AUDIT COMMITTEE AND ITS COMPOSITION
The Audit Committee is duly constituted as per the provisions of Section 177 ofCompanies Act 2013 and Regulations 18 of Listing Regulations. The details pertaining tocomposition of Audit Committee are included in the Corporate Governance Report whichforms part of this report.
WHISTLE BLOWER POLICY
The Company has a vigil mechanism named as Vigil Mechanism Cum Whistle Blower Policyto deal with instances of fraud and mismanagement if any. Details of the same are givenin the Corporate Governance Report. The policy is available on the website of the Companyviz http://www.abhishekcorporation.com/vigil%20machanism%20policy.pdf No complaintsissues or concerns were received by the Company under Code of Conduct and Whistle BlowerPolicy during FY 2020-21.
In accordance with the provisions of Section 139 of the Act M/S ARNA AssociatesChartered Accountants Kolhapur (Registration No.122293W) is proposed to be appointed asthe Statutory Auditors of the Company for the period of ve years commencing from theconclusion of this 28th Annual General Meeting till the conclusion of 33rd Annual GeneralMeeting subject to approval of the members at its ensuing Annual General Meeting.
The Company has received a letter from M/S ARNA Associates Chartered AccountantsKolhapur confirming that they are eligible for continuing as Statutory Auditors of theCompany.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board at itsmeeting held on 8th June 2020 has appointed M/s PPS & Associates Practicing CompanySecretaries Kolhapur to conduct a secretarial audit of the Company for the financial year2020-21. The Report of the Secretarial Audit carried out for the financial year 2020-21 isannexed herewith as Annexure- III
Pursuant to the provisions of Section 138 of the Companies act 2013 read with Companies(Accounts) Rules 2014 the board on recommendation of the Audit committee appointed Mr.Nilesh R. Kothari Chartered Accountant Kolhapur as the Internal Auditor of the Company.The Management regularly reviews the findings of the Internal Auditor and effective stepsto implement any suggestions/observations of the Internal Auditors are taken and monitoredregularly. In addition the Audit Committee of the Board regularly addresses significantissues raised by the Internal Auditor.
INTERNAL FINANCIAL CONTROL
The Company has implemented and evaluated the internal financial controls withreference to the financial statements which provide a reasonable assurance. The Directorsand Management confirm that the internal financial controls are adequate with respect tosize and operations of the Company. The Company has established adequate internal controlsystem which is commensurate with its nature and volume of operations. The accountingtransactions and operations are audited by the Internal Auditors viz-a-viz the internalcontrols policies and procedures and the deviations if any are reported and correctiveactions are taken appropriately.
CORPORATE GOVERNANCE REPORT
The Company has adopted best practices of Corporate Governance and complied with allthe requirement of Corporate Governance laid down by SEBI. As per Regulation 34(3) readwith Schedule V of the Listing Regulations a Corporate Governance Report along withAuditors' Certificate confirming compliance of corporate governance for the year ended31st March 2021 is provided separately and forms integral part of this Annual Report.
PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEE
Pursuant to provisions of Section 197 (12) of Companies Act 2013 read with the rule5(1) of the Companies (Appointment & Remuneration of Managerial personnel) rules 2014details of ratio of remuneration of director to the median employee's remunerations areappended to this report as Annexure IV. Due to Liquidation process none of the Directorswere paid any remuneration.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS
During the year under review your Company has complied with all the applicablesecretarial standards issued by the Institute of Company Secretaries of India. The samehas also been confirmed by Secretarial Auditors of the Company in the Secretarial AuditReport.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed analysis of the Company's performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.
Certain Statements in the 'Management Discussion and Analysis' section may beforward-looking and are stated as required by applicable laws and regulations. Manyfactors may affect the actual results which would be different from what the Directorsenvisage in terms of the future performance and outlook. Investors are cautioned that thisdiscussion contains forward looking statement that involve risks and uncertaintiesincluding but not limited to risks inherent in the Company's growth strategy.
CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT
The disclosure of particulars with respect to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo as required under Section 134(3) (m) ofthe Companies Act 2013 read with rule 8(3) of the Companies (Accounts) Rules 2014 forthe year ended 31st March 2021 are provided under Annexure V to this Directors' Report.
COMMITTEES OF THE BOARD
The Company has duly constituted the Committees as required under the Companies Act2013 read with applicable Rules made there under and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. At present following are the Committees of theBoard;
- Audit Committee
- Stakeholders' Relationship Committee
- Nomination and Remuneration Committee
- Risk Management Committee
The details of composition of each Committee terms of the reference and number ofmeetings held during the year under review are given in the Corporate Governance Reportannexed to this report.
Pursuant to SEBI Circular Company is not required to constitute Risk ManagementCommittee however since company have the said committee since last several years andconsidering the scope and necessity Board has decided to continue with the same.
PARTICULARS OF CONTRACT AND ARRANGEMENT WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013
All contracts/arrangements/transactions entered by the Company during the financialyear with related Parties were in ordinary course of business and on arm's length basis.There are no materially significant related party transactions made by the Company withPromoters Directors or Key Managerial Personnel etc. which may have potential conflictwith the interest of the Company at large or which warrants the approval of theshareholders. Accordingly the disclosure of Related Party Transactions as required underSection 134(3) (h) of the Companies Act 2013 in Form AOC - 2 being enclosed as AnnexureVI.
In terms of Section 188 Companies Act and Companies (Meeting of board and its powers)Rules 2014 and further in terms of Regulation 23 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 related to the corporate governance Company hasformulated related party policy of the company. The Policy on Related Party Transactionsas approved by the Board may be accessed through the following link:http://www.abhishekcorporation.com/disclosure/policy-on-related-party-transactions.pdf
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
As per the requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013 Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary and trainees) are covered under this policy. The following is asummary of sexual harassment complaints received and disposed off during the year 2020-21;
STATEMENT ON IMPACT OF AUDIT QUALIFICATION
Under SEBI vide circular no. CIR/CFD/CMD/56/2016 Company has submitted Statement onimpact of audit qualification with modified opinion for the year 2020-21 to respectivestock exchanges. The Statement on Impact of Audit Qualification for Financial Year 2020-21is appended which forms part of this Directors Report as Annexure VII.
PARTICULARS OF EMPLOYEES
The statement containing particulars of employees as required under section 197(12) ofCompanies Act 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules has beenappended as Annexure VIII forming part of this report.
No disclosure or reporting is required in respect of the following items as there wereno transactions on these items during the year under review: A. Issue of equity shareswith differential right as to dividend voting or otherwise.
B. Issue of shares (including sweat equity shares) to employees of the company underany scheme.
C. Neither Managing Director nor Whole Time Directors of the company receive anyremuneration or commission from any of its subsidiary.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks customers vendors membersand other business associates during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
The Directors deeply regret the loss of life caused due to the outbreak of COVID-19 andare grateful to every person who risked their life and safety to ght this pandemic.