Your Directors have pleasure in presenting their 24th Annual Report and theAudited Accounts for the Financial Year ended 31st March 2017 together with theIndependent Auditor's Report thereon.
1. FINANCIAL PERFORMANCE/ OPERATIONS:
|Financial Results ||Year ended on 31-March-2017 ||Year ended on 31-March-2016 |
|Sales Turnover ||91410569 ||92502086 |
|Other Income ||115905 ||477901 |
|Total Income ||91526474 ||92979986 |
|Profit Before Interest Depreciation and Tax (PBIDT) ||2378740 ||3647889 |
|Finance Cost ||5082788 ||5962679 |
|Depreciation ||5329094 ||15281840 |
|Profit / (Loss) Before Tax ||(12790622) ||(17596630) |
|Profit /(Loss) After Tax ||(12790622) ||(17596630) |
For the year ended on March 31 2017 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 914.10 lacs as compare toRs 925.02 Lacs for previous year. The profit of the company continues in the negative. Thenet loss for the year 2016-17 is Rs -127.90 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
The Board of Directors at their meeting held on 16th August 2017 consideredthat the Company since from last few years company is continuously incurring losses due touneconomical production activities and its net worth has been completely eroded asreported in the Annual Report for Financial Year 2012-13 which has further worsened incurrent financial year.
The Company is currently working at U-116MIDC Hingna Road Nagpur and Unit 1 and Unit2 at P H.NO 49 and P.H.No 62 at Village Mondha Teh Hingna Nagpur. The Board of Directorsis of opinion that in order to carrying business operation effectively and efficiently theCompany shall consolidated its business operation at one place. It also results inreduction in overall manufacturing and other direct/indirect overheads approximate 20%.
Further the Company has been approached and in negotiation with the Banker forsettlement of aforesaid due through One Time Settlement (OTS) / Compromise settlementscheme.
In order to repay Bank's due and looking after need of future working capital; theBoard of Directors is of opinion that it is in interest of the Company tosell/transfer/dispose off immovable properties/ assets of the Company and for the sameyour approval is sought under Section 180(1)(a) of the Companies Act 2013 and rules madethere under and requisite approval from the Members of the Company via Postal ballotprogram need to be complied.
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.
During period under review there are no material changes and commitments that mayaffect the financial position of the company except below. In continuation of acceptanceof OTS/Compromise Settlement proposal against settlement of Loan Account of the Companythe Company had earlier paid Rs 15000000 upfront amount in no lien account by demanddraft of Rs 10000000 on 31st December 2015 and Rs 5000000 on 04th January 2016. TheCompany on 31st July 2017 had on 31st July 2017 had make payment ofRs 20000000 to SBI for said OTS/Compromise Settlement proposal.
The decision of Bank's committee on said proposal is still pending till date of thisreport.
10. TRANSFER TO RESERVES
The Company has not transferred any amount to the general reserve account during thereporting period.
11. 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.
12. 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.
13. 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.
15. 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.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) REAPPOINTMENT OF DIRECTORS
The tenure of Shri Raghav Sharma as the Chairman and Managing Director of the Companyon 31st December 2017. Further the tenure of Smt Shailja Sharma as theWhole-time Director of the Company ended on 31st December 2017.The RemunerationCommittee of the Board and Board of Directors of the Company considered and recommended toDirectors/Members for their approval to reappoint aforesaid Directors for the period ofthree (3) years with the effect from 01st January 2017.The Company had receivedconsent from the said Directors in respect of their reappointment for said period.
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 Deepak Dhote are liable to retire by rotation and being eligibleoffer himself for reappointment at this Annual General Meeting. The Board of Directorsrecommends his reappointment for consideration of the Shareholders.
c. The brief resume and other details relating Directors who are proposed to beappointed and reappointed as required to be disclosed under Clause 49 of the ListingAgreement is incorporated in the annexure to the notice calling 24th AnnualGeneral Meeting of the Company.
17. 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 the Board'sreport.
18. EVALUATION OF BOARD'S PERFORMANCE
Regulation 17 of the Listing Regulations and Schedule IV and other applicableprovisions of the Act mandates formal evaluation to be done by the Board of its ownperformance and that of its Committees and individual directors and that the IndependentDirectors shall evaluate the performance of nonindependent directors and the Chairman ofthe Company.
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 nonindependent directors was carried out by the independentdirectors in their meeting held on 10th February 2017.
Pursuant to provisions of Section 178 of the Act the Nomination and RemunerationCommittee has also carried out performance evaluation of every Director and the Board hascarried out formal annual evaluation of its own performance and that of its Committees andindividual Directors. The Directors were satisfied with the outcome of the evaluations ofthe Board its Committees and the individual directors and on the basis of the evaluationreports the present term of appointment of Independent Directors shall be continued.
19. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors confirmingthat they satisfy the criteria of independence as prescribed under the provisions of theAct and the SEBI Regulations.
20. 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).
21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. 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.
27. 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:
|Name of the Directors ||Designation ||Ratio to median remuneration |
|Shri Raghav Sharma ||Managing Director ||2.78 |
|Smt Shailja Sharma ||Whole-time Director ||2.78 |
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 no revision/increment in remuneration ofDirectors/ KMP
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: 24
e) The explanation on the relationship between average increase in remuneration andCompany performance:
During the year under review there is no revision/increment in remuneration
f) Comparison of the remuneration of the key managerial personnel against theperformance of the Company:
|Sr. No Particulars ||Amount in Rs. |
|01 Aggregate remuneration of key managerial personnel (KMP) in FY 2016- 17 ||600000 |
|02 Revenue ||91526474 |
|03 Remuneration of KMPs (as % of revenue) ||0.65% |
|04 Profit before Tax (PBT) ||(12790622.06) |
|05 Remuneration of KMP (as % of PBT) ||- |
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
| || |
Name of Executive Director
|Particulars ||Shri Raghav Sharma ||Smt Shailja Sharma |
|Remuneration in FY 2016 - 17 ||300000 ||300000 |
|Revenue ||91526474 ||91526474 |
|Remuneration as % of revenue ||0.32 ||0.32 |
|Profit before Tax (PBT) ||(12790622.06) ||(12790622.06) |
|Remuneration (as % of PBT) ||- ||- |
| ||Name of Key Managerial Persons |
|Particulars ||Shri Bernard Wong CFO |
|Remuneration in FY 2016 - 17 ||287520 |
|Revenue ||91526474 |
|Remuneration as % of revenue ||0.31 |
|Profit before Tax (PBT) ||(12790622.06) |
|Remuneration (as % of PBT) ||- |
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.
28. HUMAN RESOURCES
The company has adapted good practices to retain encourage and develop skills of allthe employees of the company.
29. 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.
30. 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.
31. 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 Pilla Mathur Manuja & Co Chartered Accountants (FRN 124471W) resigned fromthe office of Statutory Auditor of the Company vide their letter dated 26thApril 2017. The Board of Directors of the Company at their Meeting held on Wednesday24th May 2017 has appointed B K Sen & Associates. Chartered Accountants Firm'sRegistration Number: 316103E as the Statutory Auditor of the Company for the fivefinancial year 2016-17 to 2020-21 subject to ratification by the Members of the Companyin their ensuing general meeting under the provision of the Companies Act 2013 subject toapproval of the Members in the ensuing Annual General Meeting. Their appointment is thepart of this notice.
33. 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) The Company's person who looks after TDS work left job without intimation ofpending work. The Company paid penalty in order to make default good.
(b) The brand valuation of the Company is still expected to stand up to the amount.
(c) The provision of deferred tax is not mandatory in case of loss making Company.
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"Annexure F" 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 non-compliances have been reported. The Company propose to appointed afull time Company Secretary who had designated as Compliance Officer of the Company and isalso in 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 2017 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.
| ||On behalf of the Board |
| ||For SHAKTI PRESS LTD |
|Place: Nagpur ||Sd/- |
|Date: August 31 2017 ||(Raghav Sharma) |
| ||00588740 |
| ||CHAIRMAN & MANAGING |
| ||DIRECTOR |