Your Directors have pleasure in presenting their 25th Annual Report and theAudited Accounts for the Financial Year ended 31st March 2018 together with theIndependent Auditor's Report thereon.
STATE OF THE AFFAIRS OF THE COMPANY
The Company was incorporated to set up purchase or otherwise acquire a printingmachines & to carry on the business of printers publishers lithographers offsetprinters stereo types electro-types photographic printers engravers dies sinkersnumerical printers box makers paper bag and account book makers cardboard package andcontainer manufacturers type founders manufacturers of and dealers in playing visitingrailway festivals complementary and fancy cards.
FINANCIAL PERFORMANCE/ OPERATIONS:
The Financial results of the Company as disclosed in the accounts are summarized below:(Amount in Rs.)
|Financial Results ||Year ended on 31-March-2018 ||Year ended on 31-March-2017 |
|Revenue from Operations ||95810565 ||91410569 |
|Other Income ||75775439 ||115905 |
|Total Income ||171583004 ||91526474 |
|Profit Before Interest Depreciation and Tax (PBIDT) ||24561417 ||2378740 |
|Finance Cost ||4259985 ||5082788 |
|Depreciation ||6711909 ||5329094 |
|Profit /(Loss) Before Tax ||13589523 ||-12437879 |
|Profit /(Loss) After Tax ||13589523 ||-12437879 |
Note: The financial statements for the year ended March 31 2018 are prepared under IndAS (Indian Accounting Standards) and accordingly previous year numbers are re-casted inaccordance with the provisions of Ind AS for comparative information.
Indian Accounting Standards (Ind AS)
The Ministry of Corporate Affairs (MCA') vide its notification in the OfficialGazette dated February 16 2015 notified the Indian Accounting Standards (Ind AS')applicable to certain class of companies Ind AS has replaced the existing Indian GAAPprescribed under Section 133 of the Companies Act 2013 read with the rules madethereunder. For your Company the said new accounting standards are applicable from April1 2017 with a transition date of April 1 2016. The impact on account of the transitionis disclosed as part of notes to financial statements
HIGHLIGHTS OF THE COMPANY'S PERFORMANCE:
Revenue from operations has increased by 4.81% from Rs 91410569 in the previous yearto Rs. 95810565 this year. PAT has changed from Rs -12437879 in the previous year toRs. 13589523 this year. Earning per share has changes from Rs -3.53 in previous year toRs 3.86 in this year.
With a view of expansion of the activities of the company the directors propose toplough-in-back the profit for the year and no dividend is proposed therefore.
CHANGE IN NATURE OF BUSINESS
During the year under review there was no change in the nature of the business of theCompany.
REVISION OF FINANCIAL STATEMENT
During year under review there has been no revision of financial statement in therelevant financial year.
STATE OF COMPANY'S AFFAIR
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 was working at U-116 MIDC Hingna Road Nagpur and Unit 1 and Unit 2 at PH.NO 49 and P.H.No 62 at Village Mondha Teh Hingna Nagpur. The Board of Directors is ofopinioned 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%.
In order to repay Bank's due and looking after need of future working capital; theBoard of Directors is of opinioned 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 was complied.
MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE
The Board of Directors at their Meeting held on 31st August 2018 accordedtheir approval for transferring / conveyancing the factory unit situated at Plot No.U-116 Hingna MIDC Hingna District Nagpur with A class construction of 50000 Sq.Ft. along with transformer of 300 KVA capacity to Siddhayu Ayurvedic Research FoundationPvt. Ltd. having its Office at Baidyanath Bhawan Great Nag Road Nagpur 440024pursuant to the Special Resolution passed through Postal Ballot on 05-10-2017 by themembers of the Company under Sections 180(1)(a) and Section 110 read with Companies(Management and Administration) Rules 2014
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
The Company do not have subsidiaries joint ventures or associate Companies.
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: that allassets and resources are used efficiently and are adequately protected; that all theinternal policies and statutory guidelines are complied with; and the accuracy and timingof financial reports and management information is maintained.
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 Company had paidentire due to the SBI under SBI OTS 2017 scheme and received No due certificate (NDC) fromthe State Bank of India(SBI) dated 30/05/2018. Further in hearing before the Hon'ble DRTNagpur on 26/04/2018 SBI Learned Advocate endorsed that an amount of Rs 65371839.00recovered from the Shakti Press Ltd as per OTS terms of SBI OTS 2017 Scheme and requestedto dispose of the case The Hon'ble DRT vide their order to disposed of OA.NO 71/2013 onaccount of entire dues recovered from the Shakti Press Ltd.
TRANSFER TO RESERVES
The Company has not transferred any amount to the general reserve account during thereporting period.
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.
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.
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.
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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Cessation of Directors
Shri Deepak Dhote (DIN: 00156108) resigned from the post of Joint Managing Director ofthe Company.The Board of Directors of the Company at their meeting held on Wednesday 11thJuly 2018 had accepted your resignation from the post of Jt Managing Directorship andMember of the Board of Directors of the Company and relieve you from the office of theManaging Director/Director with the effect from 04th July 2018.
The Board of Directors places on record deep sense of appreciation of the guidance andservices rendered by you during his tenure.
Retiring by Rotation
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.
This year Shri Nitin Dhote are liable to retire by rotation and being eligible offerhimself for re-appointment at this Annual General Meeting. The Board of Directorsrecommends his re-appointment for consideration of the Shareholders.
The brief profile and other details relating Directors who are proposed to be appointedand re-appointed as required is incorporated in the annexure to the notice calling 25thAnnual General Meeting of the Company.
Appointment of Directors
On the recommendation of the Nomination and Remuneration Committee the Board ofDirectors of the at their meeting held on 13th June 2018 appointed ShriShantanu Raghav Sharma (DIN: 07984119) as an Additional Director with effect from 13thJune 2018 designated as Executive and Promoter Director and Shri Rohan Rajeev Chhabra(DIN: 07984166) as an Additional Directors designated as Non-Executive and ProfessionalDirector Independent Director of the Company in terms of Provisions of Companies Act 2013to hold office upto the date of ensuing Annual General Meeting.
MANAGEMENT'S DISCUSSION AND ANALYSIS
A Report on Management Discussion & Analysis is appended as Annexure B to thisreport as per the requirements of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015.
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 non-independent directors and the Chairman ofthe Company. The evaluation of all the directors including independent directors wascarried out by the entire Board except for the director being evaluated. Performanceevaluation of the Board Chairman and the non-Independent Directors was carried out by theIndependent Directors in their meeting held on 12th February 2018. Pursuant to provisionsof Section 178 of the Act the Nomination and Remuneration Committee has also carried outperformance evaluation of every Director and the Board has carried out formal annualevaluation of its own performance and that of its Committees and individual Directors. TheDirectors were satisfied with the outcome of the evaluations of the Board its Committeesand the individual directors and on the basis of the evaluation reports the present termof appointment of Independent Directors shall be continued.
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.
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.
Shri Raghav Sharma Managing Director(MD)
Shri Deepak Dhote Joint Managing Director(JMD)(upto 04/07/2018) Shri Nitin DhoteWhole time Director(WTD) Smt Shailja Sharma Whole time Director(WTD) Shri Bernard WongChief Financial Officer (CFO).
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
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) 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;
c) 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;
d) the directors had prepared the annual accounts on a going concern basis and
e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
During the year under review the Board of Directors of the Company had met ten (10)times and the gap between two consecutive board meetings was within the limits prescribedby the Companies Act 2013 and Listing Regulations. The details of the meetings are morespecifically given in the Corporate Governance Report which forms a part of this AnnualReport.
As at 31st March 2018 the Authorised Equity Share Capital of the Company is Rs.80000000.00 divided into 8000000 Equity shares of Rs 10 each and paid-up Equity ShareCapital stood at Rs. 35202000.00 divided into 3520200 Equity shares of Rs 10 each. Asat 31st March 2018 the Authorised Preference Capital of the Company is Rs. 30000000.00divided into 300000 Preference shares of Rs 100 each and paid up Preference Capital isRs. 30000000.00 divided into 300000 Equity shares of Rs 100 each.
LISTING OF SHARES
The Company's Shares had been delisted on the Bombay Stock Exchange Limited Mumbaiunder Scrip Code No. 519477 with effect from 04th July 2018 due to penalreason. The Company filed Misc. Application No. 326 of 2018 before Hon'ble The SecuritiesAppellate Tribunal Mumbai for condonation of 70 days delay. Hon'ble The SecuritiesAppellate Tribunal Mumbai vide their order dated 10/10/2018 grant extension of 15 days tocomply with within 15 days from receiving the consolidated list of non-compliances fromBSE. The Company filed application for relisting alongwith all relevant documents assought and said application is in process.
The Company scrip also listed on Delhi Stock Exchange Ltd under file no 7920.
CORPORATE GOVERNANCE CERTIFICATE
Your Company is committed to good Corporate Governance coupled with adhering bestcorporate practices. The report on Corporate Governance for the year ended March 31 2018pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed as Annexure C. The Certificate from the Auditors of theCompany M/s. Messrs D P Sarda & Co & Co Chartered Accountants Nagpur F.R.No.117227W regarding compliance of conditions of Corporate Governance is attached to thereport of Corporate Governance forming part of this annual report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
Particulars with respect to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134 of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 are given in the Annexure D attached hereto andforms part of this report.
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:
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. The percentage increase in remuneration of eachdirector Chief Executive Officer Chief Financial Officer Company Secretary in thefinancial year: During the year under review there is no revision/increment inremuneration of Directors/ KMP
The percentage increase in the median remuneration of employees in the financial year:-NIL The number of permanent employees on the rolls of Company: 30
The explanation on the relationship between average increase in remuneration andCompany performance: During the year under review there is no revision/increment inremuneration 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 2017- 18 ||600000 |
|02 ||Revenue ||95810565 |
|03 ||Remuneration of KMPs (as % of revenue) ||0.62 |
|04 ||Profit before Tax (PBT) ||13589523 |
|05 ||Remuneration of KMP (as % of PBT) ||4.41 |
Variations in the Market Capitalization of the Company price earnings ratio as at theclosing date of the current financial year and previous financial year & Percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer:
The trading of Company's shares being suspended during the year under review MarketCapitalisation can not be worked out.
During the year under review there is no revision/increment in remuneration
Comparison of each remuneration of the Key Managerial Personnel against the performanceof the Company:
| ||Name of Executive Director |
|Particulars ||Shri Raghav Sharma ||Smt Shailja Sharma |
|Remuneration in FY 2017 - 18 ||300000 ||300000 |
|Revenue ||95810565 ||95810565 |
|Remuneration as % of revenue ||0.31 ||0.31 |
|Profit before Tax (PBT) ||13589523 ||13589523 |
|Remuneration (as % of PBT) ||2.20 ||2.20 |
| ||Name of Key Managerial Persons |
|Particulars ||Shri Bernard Wong CFO |
|Remuneration in FY 2017-18 ||287520 |
|Revenue ||95810565 |
|Remuneration as % of revenue ||0.30 |
|Profit before Tax (PBT) ||13589523 |
|Remuneration (as % of PBT) ||2.11 |
The key parameters for any variable component of remuneration availed by the directors:NIL
The ratio of the remuneration of the highest paid director to that of the employees whoare not Directors but receive remuneration in excess of the highest paid director duringthe year: None
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.
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.
The company has adapted good practices to retain encourage and develop skills of allthe employees of the company.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
As required under the Sexual Harassment of Women at Workplace (Prohibition Preventionand Redressal) Act 2013 the Company has a Policy on Prevention of sexual harassment ofwomen at workplace and matters connected therewith and has also complied with theprovisions relating to the Constitution of Internal Complaints Committee. No case ofSexual Harassment was filed or registered during the year under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition & Redressal) Act 2013. Further Companyensures that there is a healthy and safe environment for every women employee at theworkplace and made the necessary policies for safe and secure environment for womenemployees.
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.
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.
Messrs D. P. Sarda & Co Chartered Accountants Nagpur F.R.No. 117227W wereappointed as Statutory Auditors of the Company to hold office for a period of five yearsfrom the conclusion of the till the conclusion of the 29th AGM of the Company to be heldin the year 2022 subject to ratification of the appointment by the Members at every AGM.Pursuant to Amendment in Companies Act 2013 dated 3rd January 2018 statutory auditorsshall be appointed for period of 5 years without any ratification. Therefore provisionrelating to auditor appointment shall be given once in 5 years.
COMMENTS ON THE AUDITORS' REPORT
The observations made in the Auditors Report are self explanatory and therefore neednot require any further comments.
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 Rajesh Kumar Shaw Practicing Company Secretaries Nagpur to undertakethe Secretarial Audit of the Company. The report of the Secretarial Auditors is enclosedas "Annexure F" to this report.
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.
AnnexA: Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section. AnnexB: ManagementDiscussion and Analysis Report. AnnexC: Energy Conservation Technology Absorptionand Foreign Exchanges Earnings and Outgo. AnnexD: Report on Corporate Governance.Annex E: Extract of Annual Return as of 31st March 2018 in the prescribed FormMGT-9. Annex F: Secretarial Auditors Report.
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: October 31 2018 ||(Raghav Sharma) |
| ||DIN:00588740 |
| ||CHAIRMAN & MANAGING DIRECTOR |
Annexure A: forming part of Director's report
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014) Form for disclosure of particulars ofcontracts/arrangements entered into by the company with related parties referred to insub-section (1) of Section 188 of the Companies Act 2013 including certain arm's lengthtransactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm's length basis
The Company has not entered into any contracts or arrangements or transactions with itsrelated parties which are not at arm's length during Financial Year 2017-18.
2. Details of material contracts or arrangement or transactions at arm's length basis
The details of material contracts or arrangement or transactions at arm's length basisfor the year ended 31st March 2018 are as follows:
|Name of related party ||Nature of relationship ||Duration of the contract ||Salient terms ||Amount (in Rs.) |
|Nature of Contract || || || || |
|Sale Purchase or supply of any goods or materials || || || || |
|Siddhayu Ayur Res Found Pvt Ltd ||Enterprises over which KMP/ relatives have significant influence ||NA ||At arm's length basis ||277496.00 |
|(b) Selling or otherwise disposing of or buying property of any kind ||NA ||NA ||NA ||NA |
| ||NA ||NA ||NA ||NA |
|(c) Leasing of property of any kind ||NA ||NA ||NA ||NA |
| ||NA ||NA ||NA ||NA |
|(d) Availing or rendering of any services ||NA ||NA ||NA ||NA |
| ||NA ||NA ||NA ||NA |
|(e) appointment of any agent for purchase or sale of goods materials services or property ||NA ||NA ||NA ||NA |
| ||NA ||NA ||NA ||NA |
|(f) Appointment to any office or place of profit in the company its subsidiary Company or associate company ||NA ||NA ||NA ||NA |
| ||NA ||NA ||NA ||NA |
|(g)Underwriting the subscription of any securities or derivatives thereof of the Company. ||NA ||NA ||NA ||NA |
|(h)Remuneration to Key Managerial Personnel ||and other || || || |
|Raghav Sharma ||Director ||NA ||NA ||300000.00 |
|Shailja Sharma ||Director ||NA ||NA ||300000.00 |
|(i) Loan paid/Repaid || || || || |
|S.S.Enterprises ||Enterprises over which KMP/ relatives have significant influence ||NA ||NA ||1060975.00 |
|(j) Short term benefit || || || || |
|Raghav Sharma ||Director ||NA ||NA ||25000.00 |
| ||On behalf of the Board |
| ||For SHAKTI PRESS LTD |
| ||Sd/- |
|Place: Nagpur || |
|Date: October 31 2018 ||(Raghav Sharma) |
| ||DIN:00588740 |
| ||CHAIRMAN & MANAGING DIRECTOR |