Abhishek Corporation Ltd.
|BSE: 532831||Sector: Industrials|
|NSE: ABHISHEK||ISIN Code: INE004I01017|
|BSE 00:00 | 17 Jun||Abhishek Corporation Ltd|
|NSE 05:30 | 01 Jan||Abhishek Corporation Ltd|
|BSE: 532831||Sector: Industrials|
|NSE: ABHISHEK||ISIN Code: INE004I01017|
|BSE 00:00 | 17 Jun||Abhishek Corporation Ltd|
|NSE 05:30 | 01 Jan||Abhishek Corporation Ltd|
Abhishek Corporation Limited (Under Liquidation under IBC)
Your Directors have pleasure in presenting the 27th Annual Report of Companyalong with the Audited Financial statements and Auditor's Report for the year ended on 31stMarch 2020.
The performance of the company for the financial year ended March 312020 is summarizedbelow:
(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 Hon'ble NCLT Mumbai passed an order of liquidation dated 11thMarch 2019.
B. Liquidation Process of Abhishek Corporation Limited was initiated by the NationalCompany Law Tribunal Mumbai ("NCLT") on 12th March 2019 andpursuant to Section 34 of the IBC the power of the Board of Directors of the companystood suspended and such powers are vested with the Liquidator Mr. Kshitiz Gupta tomanage the affairs of the company.
C. Later Hon'ble National Company Law Appellate Tribunal New Delhi ("NCLAT")vide its order dated 1st May 2019 set aside the impugned order of NCLT Mumbaiand restore the CIRP & also restored the power of the Resolution Professional("RP")
D. Subsequently Hon'ble Supreme Court of India vide order dated 9thAugust2019 set aside the order of Hon'ble NCLAT and restored the liquidation order of theHon'ble NCLT dated 11th March2019.
E. Further Hon'ble National Company Law Appellate Tribunal New Delhi("NCLAT") passed an order dated 2nd December 2019 for "Schemeof Compromise and Arrangement" under Section 230-232 of the Companies Act 2013.
F. Public Announcement dated 2nd January 2020 was published in newspaper forsubmission of a scheme under Section 230 of the Companies Act 2013; However no suchscheme or proposal was received by the liquidator as in given time period.
G. Thereafter as directed by Hon'ble NCLAT liquidator proceeded with making publicannouncement for sale of the Corporate Debtor as going concern.
H. Currently E-auction Sale Notice is published on 20th August 2020 toconduct E-Auction on 17th September2020 Because of COVID 19 pandemic E-auctionprocess is temporarily stopped. It will commence once situation will normalize.
In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lockdowns of all economic activity from March 252020 onwards. To ensuring the safety and wellbeing of employees workmen and allstakeholders the company was temporarily closed the manufacturing and other operationsfrom 22nd March 2020. Further the Company resumed partial operations from June2020 with limited workforce subject to the conditions prescribed by the Government/LocalAuthorities.
REVIEW OF OPERATIONS
During the year under review the turnover of the company is ' 1527.73 Lakhs which was '1839.20 Lakhs in previous year. Under Utilization of capacity accompanied with higher debtcost lower margins have resulted into the loss of ' 2177.17 Lakhs as against the net lossof ' 14482.66 Lakhs in previous year. However the efforts taken by the management tooptimally utilize the available capacity. The Management is further actively involved intrying 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 under IBCthe Board of Directors of the Company has not recommended any dividend for the financialyear under review. As the Company has incurred losses during the year no amount has beentransferred 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.
Mr. Anasaheb R. Mohite Chairman & Managing Director retires by rotation at theensuing Annual General Meeting being eligible offers himself for reappointment.
Mr. Manohar Dudhane Independent Director of the Company has passed away on 25thNovember; 2019.The Board acknowledges his significant contribution as a Board &Committee Member of the Company during his tenure.
Mr. Dnyandev S. Khade was appointed to the Board as an Additional Director (Independent& Non-Executive category) w.e.f. 10th February 2020 subject to approval ofmembers of the Company
On the recommendation of Nomination & Remuneration Committee It is propose toappoint Mr. Sohan Ghodgire as Independent Director for the period of 5(Five) ConsecutiveYears for the term up to 30th September 2025.
Further it is propose to Re-appoint Mr. Anasaheb R. Mohite as a Chairman & ManagingDirector of the Company w.e.f. 1st October 2020 for a period of 5 (Five) yearsubject to approval of members of the Company in this ensuing Annual General Meeting. Histenure will expire on 30 September 2020.
Mr. Rahul Rungta is appointed as Company Secretary & Compliance Officer of thecompany w.e.f. 10th February 2020.
All Independent Directors have given declarations that they continue to meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andSEBI (Listing Obligations 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 2020 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 Five (5) Board Meetings were convened and heldthe details of which are given in the Corporate Governance Report. The intervening gapbetween these Meetings was within the period prescribed under the Companies Act 2013 andRegulations 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 of the aforesaid and pursuant to the requirements under sub section (3)(c) and(5) of Section 134 of the Companies Act 2013 with respect to Directors' ResponsibilityStatement it is hereby confirmed by the liquidator along with the directors (powersuspended) that:
1. In the preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable Accounting Standards have been followed along with properexplanation relating to material departures;
2. 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 of theCompany for the year under review;
3. 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;
4. The annual financial statements have been prepared on a going concern basispursuant to the order of the Hon'ble NCLAT dated 2nd December 2019.
5. 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
6. 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. Brief of the Remuneration policy is given in Corporate Governancereport.
RISKS AND AREA OF CONCERN
The company has a well-defined risk management framework and organizational structurein place for managing and reporting risks periodically. The Audit Committee and RiskManagement Committee are responsible for overseeing the risk management frameworkreviewing the key risks and mitigation strategies and ensuring the effectiveness of riskmanagement policies and procedures. The details of the Risk Management functions arecovered in the Corporate Governance Report. The details of the Risk Management Policy areavailable on the Company's website www.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 Qualification reservations or adverse remarks or declaimersmade by Auditors in Statutory Audit Report are enclosed as Annexure II.
Explanation or Comments on Qualification 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.
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 2019-20relating 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 2019-20.
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 2019-20 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 the financial year 2019-20 the evaluation of the performance of theBoard of Directors and of its Committees and individual Directors were taken under thesupervision of Liquidator.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are significant material orders passed by Hon'ble National Company Law Tribunal(NCLT) vide order dated 11th March2019 for commencement of LiquidationProcess under Section 33 of Insolvency and Bankruptcy Code 2016 and regulation proceedingis going on there under. Later Hon'ble National Company Law Appellate Tribunal New Delhi("NCLAT") vide its order dated 1st May2019 set aside the impugned order ofNCLT Mumbai and restore the CIRP & also restored the power of Resolution Professional("RP").
Subsequently Hon'ble Supreme Court of India vide order dated 9th August2019 set aside the order of Hon'ble NCLAT and restored the liquidation order of theHon'ble NCLT.
Hon'ble National Company Law Appellate Tribunal New Delhi ("NCLAT") passedan order for "Scheme of Compromise and Arrangement" under Section 230-232 of theCompanies Act 2013 dated 2nd December 2019.
There was no change in capital structure of the Company during the year under review.As on 31st March 2020 the paid up equity share capital is ' 16 00 84620comprising of 1 60 08462 Equity shares of Face Value of ' 10/- each. During thefinancial year 2019-20 Company has not issued any equity shares with differential rightsas to dividends voting or otherwise or any convertible securities warrants or SweatEquity shares. The Company does not have any Employee Stock Option Scheme or EmployeeStock Purchase 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 the of Listing Regulations. The details pertainingto composition 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 complaints issues or concerns were received by the Company under Code of Conductand Whistle Blower Policy during FY 2019-20.
In accordance with the provisions of Section 139 of the Act at the Annual GeneralMeeting ("AGM") held on 27th September 2017 Mr. Moreshwar G.Deshpande Chartered Accountants (M. No.: 124163) is appointed as the Statutory Auditorsof the Company for a period of 4 years to hold office from the conclusion of the 24thAGM till the conclusion of 28th AGM subject to the ratification by members atevery AGM.
The requirement to place the matter relating to appointment of Auditors forratification by Members at every Annual General Meeting was omitted vides notificationdated 7th May 2018 issued by the Ministry of Corporate Affairs. Accordinglyno resolution is proposed for ratification of the appointment of Auditors in the ensuingAGM of the Company.
The Company has received a letter from Moreshwar G. Deshpande Chartered Accountantsconfirming that they are eligible for continuing as Statutory Auditors of the Company.
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 28th May 2019 has appointed M/s PPS & AssociatesPracticing Company Secretaries Kolhapur to conduct a secretarial audit of the Company forthe financial year 2019-2020. The Report of the Secretarial Audit carried out for thefinancial year 2019-2020 is annexed 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 ended 31stMarch 2020 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 2020 are provided under Annexure V to thisDirectors' 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 the Board;
-Stakeholders' Relationship Committee -Nomination and Remuneration Committee -RiskManagement 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 2019-20;
- No of complaints received : Nil
- No of complaints disposed off : Nil
- No of complaints pending : Nil
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 2019-20 to respectivestock exchanges. The Statement on Impact of Audit Qualification for Financial Year 2019-20is 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 shares with 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 wish to place on record their appreciation of the contribution made bythe employees of the Company. The Directors wish to convey their appreciation to theBanks dealers and other business associates and the shareholders for their continuoustrust and support.