Shakti Press Ltd.
|BSE: 526841||Sector: Services|
|NSE: N.A.||ISIN Code: INE794C01016|
|BSE 00:00 | 11 Feb||Shakti Press Ltd|
|NSE 05:30 | 01 Jan||Shakti Press Ltd|
|BSE: 526841||Sector: Services|
|NSE: N.A.||ISIN Code: INE794C01016|
|BSE 00:00 | 11 Feb||Shakti Press Ltd|
|NSE 05:30 | 01 Jan||Shakti Press Ltd|
Your Directors have pleasure in presenting their 26th Annual Report and theAudited Accounts for the Financial Year ended 31st March 2019 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:
HIGHLIGHTS OF THE COMPANY'S PERFORMANCE:
Revenue from operations has decreased by 2.00% from Rs 95810565 in theprevious year to Rs 93891684 this year.
PAT has changed from Rs 13589523 in the previous year to Rs 79513902 thisyear.
Earnings per share has changed from Rs 3.86 in previous year to Rs 22.59 in thisyear.
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.
MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:
It is reported that no material events were reported which could The Company hasentered into the revocation of suspension of the company and its taking all the steps tofollow all the compliance related with the revocation.
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:
a) that all assets and resources are used efficiently and are adequately protected;
b) that all the internal policies and statutory guidelines are complied with; and
c) the accuracy and timing of financial reports and management information ismaintained.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All Contracts/arrangements/transactions entered by the Company with related partieswere in ordinary course of business and at arm's length basis.
During the year under review the Company has not entered into anycontracts/arrangements/transactions with related parties which qualify as material inaccordance with the policy of the Company on materiality of the related partytransactions. All transactions with related parties were reviewed and approved by theAudit Committee and are in accordance with the Policy on related party transactionsformulated by the Company.
There are no materiality significant related party transactions that may have potentialconflict with the interest of the Company at large.
Suitable disclosures as required by the Accounting standard (AS-18) have been given inthe notes to the financial statements. The related party transactions policy as approvedby the Board is uploaded on the company's websitehttps://www.shaktipresslimited.com/policies/
Form AOC-2 pursuant to section 134(3)(h) of the Companies Act 2013 read with rule 8(2) of the Companies (Accounts) Rules 2014 is set out in the Annexure A tothis 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
During the year under review Shri Deepak Dhote (DIN: 00156108) Joint Managing Directorand Shri Kailashchandra Sharma (DIN: 02431885) Independent Director resigned from theoffice w.e.f 04/07/2018 and 27/03/2019 respectively.
Shri Nitin Dhote (DIN:01927677) Whole Time Director resigned from the office w.e.f18/04/2019 and Shri Shreedhar Parate (DIN:00542525) Independent Director ceased from theoffice w.e.f upto 22/04/2019.
Your Directors place on record the valuable services rendered by above Directors duringtheir tenure.
During the year under review Ms. Mayanka khurana was appointed to be a CompanySecretary & Compliance Officer w.e.f. 14/11/2018. She resigned from office wef 20thJuly 2019.
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 Smt. Shailja Sharma (DIN:05210871) are liable to retire by rotation andbeing eligible offer herself for re-appointment at this Annual General Meeting. The Boardof Directors recommends his re-appointment for consideration of the Shareholders.
The brief profile and other details relating Smt. Shailja Sharma proposed to beappointed and re-appointed as required is incorporated in the annexure to the noticecalling 26th Annual General Meeting of the Company.
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.
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)
Smt Shailja Sharma Whole time Director (WTD)
Shri Bernard Wong Chief Financial Officer (CFO)
Ms Mayanka Khurana (Company Secretary) (14/11/2018 -20/07/2019)
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 Eleven (11)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 more specifically given in the Corporate GovernanceReport which forms a part of this Annual Report.
As at 31st March 2019 the Authorised Equity Share Capital of the Company is Rs.80000000 divided into 8000000 Equity shares of Rs 10 each and paid-up Equity ShareCapital stood at Rs. 35202000 divided into 3520200 Equity shares of Rs 10each.
As at 31st March 2019 the Authorised Preference Capital of the Company is Rs.30000000 divided into 300000 Preference shares of Rs 100 each and paid up PreferenceCapital is Rs 30000000 divided into 300000 Preference 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 on 31st May 2018 application for relisting along with all relevantdocuments as sought and said application is in process.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.
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 C attached hereto andforms part of this report.
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 2019pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed as Annexure D. 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 theirport of Corporate Governance forming part of this annual report
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 (the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return isappended as Annexure E in the prescribed Form MGT-9 which forms 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:
Note: Non-Executive & Independent Directors were not paid any other remuneration.
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
The percentage increase in the median remuneration of employees in the financial year:-NIL
The number of permanent employees on the rolls of Company: 40
The explanation on the relationship between average increase in remuneration andCompany performance:
During the year under review there is no revision/increment in remuneration Comparisonof the remuneration of the key managerial personnel against the performance of theCompany:
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 cannot 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:
Ms. Mayanka Khurana was appointed as a Company Secretary & Compliance Officer ofthe Company w.e.f. 14th November 2018.
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 there with and has also complied with theprovisions relating to the Constitution of Internal Complaints Committee.
No case of Sexual Harassment was filed or registered during the year under the SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.Further Company ensures that there is a healthy and safe environment for every womenemployee at the workplace and made the necessary policies for safe and secure environmentfor women employees.
The Company is committed to providing and promoting a safe and healthy work environmentfor all its employees.
The details of complaints received and entertained during the year under review are asfollows:
(1) Number of complaints filed during the financial year 0
(2) Number of complaints disposed of during the financial year 0
(3) Number of complaints pending as on end of the financial year 0
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 (10) of the Companies Act 2013 andRegulation 22 of SEBI (LODR)Regulations 2015 the Company has established a vigilmechanism. The details of Vigil Mechanism are provided in the Corporate Governance Report.The Vigil Mechanism / Whistle Blower Policy may be accessed on the Company's website athttps://www.shaktipresslimited.com/policies/
RISK MANAGEMENT POLICY AND REPORT
The Company has in place Risk Management policy which takes care of riskidentification assessment and mitigation. There are no risks which in the opinion of theBoard threatens the existence of the Company.
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 5years.
COMMENTS ON THE AUDITORS' REPORT
1. The Company regular in payment of Salaries PF ESIC etc. Some of expense which notbook in earlier month are book and accounted in next month.
2. In printing industries it is not possible to maintain and ascertain quantitativeinventory and its value is not exact proportion. The Company carried physical verificationof stock by Independent valuer. Auditor of Banker of the Company also carried stockverification in regular interval of times.
3. The Company inadvertently account entry in different head earlier which the Companycorrected in this current financial year Bad debts are written off basis of generalprediction.
4. The provision of deferred tax is not mandatory in case of loss-making Company.
5. All share applicants are belonging to Promoter and Promoter group who are mutuallyagreed to waive interest amount on account of insufficient funds.
6. The amount of Rs. 18181306 receivable by the Company is under litigation anddecree is pending with court.
7. The Company is in compliance with filing GST return in due time.
8. The Company is followed the old rate specified in the previous Act as it is of thatthe rate mentioned in the previous act are appropriate and reflect the balance of life ofassets more accurately.
9. The Company is in compliance with filing GST return in due time.
10. The Company is in process of Appointment of Internal Auditor.
11. The Company had several times requested for balance confirmation while we notreceived till date of Audit.
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 Mr Rajesh Kumar Shaw Practicing Company Secretaries Kolkata to undertake theSecretarial Audit of the Company. The report ofthe Secretarial Auditors is enclosed asAnnexure F to this report.
The Company inadvertently fail to file e-forms with Registrar of Companies(ROC)Maharashtra Mumbai which the Company later filed with additional fees
CERTIFICATE FROM A COMPANY SECRETARY IN PRACTICE WITH REGARD TO DISQUALIFICATION OFDIRECTORS
A certificate from Shri Rajesh Kumar Shaw Practicing Company Secretaries Kolkatacertifying that none of the directors on the Board of the company have been debarred ordisqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority and certificate is annexedto this report as Annexure G.
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 2019 in the prescribed Form MGT-9.
Annex- F: Secretarial Auditors Report.
Annex-G: Certificate regarding Disqualification of Directors.
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.