To,
The Members,
Abhishek Corporation Limited (Under Liquidation under IBC)
Your directors are pleased to present the 30th Annual Report on the
operational and business performance of the Company together with the Audited Financial
Statements for the Financial Year ended 31st March, 2023.
FINANCIAL RESULTS
The performance of the company for the financial year ended March 31,2023 is summarized
below:
(Rs. In Lakhs)
| Particulars |
CURRENT YEAR 2022-23 |
PREVIOUS YEAR 2021-22 |
| Total income |
1683.62 |
2740.09 |
| Profit/loss before Depreciation & Amortization Expenses, Finance Cost and Tax |
(537.08) |
(39.50) |
| Less: Depreciation & Amortization Expenses |
1162.22 |
1769.75 |
| Profit/loss before Finance Cost, Exceptional items and Tax expenses |
(1699.30) |
(1809.24) |
| Less: Finance Cost |
- |
- |
| Profit/ loss before Exceptional items and Tax expenses |
(1699.30) |
(1809.24) |
| Less: Exceptional Items |
- |
- |
| Profit/loss before Tax expenses |
(1699.30) |
(1809.24) |
| Less: Tax Expenses |
- |
- |
| Profit/loss for the year |
(1699.30) |
(1809.24) |
| Other Comprehensive Income |
52.90 |
43.26 |
| Total Comprehensive Income |
(1646.40) |
(1765.98) |
| Balance of Profit /loss for earlier year |
(96852.70) |
(95043.45) |
| Balance carried forward |
(98552.00) |
(96852.70) |
The performance of the Company has been comprehensively discussed in the Management
Discussion and Analysis Report (forming part of the Annual Report)
PROCEEDINGS OF LIQUIDATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE,2016 (IBC) READ
WITH INSOLVENCY AND
BANKRUPTCY BOARD OF INDIA(IBBI) (LIQUIDATION PROCESS) REGULATIONS, 2016
A. In accordance with the applicable provisions of the Insolvency & Bankruptcy Code
2016 ("IBC Code") read with Insolvency and Bankruptcy Board of India (IBBI)
Regulations, 2016, Liquidation Process of Abhishek Corporation Limited was initiated on 11th
March, 2019 by order of National Company Law Tribunal, Mumbai ("NCLT")
& Honble NCLAT. Pursuant to Section 33/34 of the IBC, the power of the Board of
Directors of the company stood suspended and such powers are vested with the Liquidator,
Mr. Kshitiz Gupta to manage the affairs of the company.
B. As directed by Honble NCLAT/NCLT, liquidator proceeded with making public
announcement for sale of the Corporate Debtor as going concern.
C. Thereafter, due to the ongoing Covid-19 pandemic multiple extensions were given to
conduct auction. Subsequently, sale notice was published on 12th October 2020
inviting bidders
D. In the meanwhile, Public Interest Litigation (PIL) was filed before the Honble
Bombay High Court, against the Liquidator and the Corporate Debtor.
E. The Honble Bombay High Court had granted a stay on the auction proceedings till the
disposal of such petition by order dated 28th October, 2020.
F. Further, stay on auction process of Corporate Debtor is vacated by the order of
Honble High Court, Bombay on 25th April, 2023 and the auction process along
with the liquidation process shall be taken ahead by the liquidator in consultation with
the stakeholders.
REVIEW OF OPERATIONS
During the year under review the turnover of the company is Rs 1658.96 Lakhs which was
Rs 2716.55 Lakhs in previous year. Under Utilization of capacity accompanied lower margins
have resulted into the loss of Rs 1699.30 Lakhs as against the net loss of Rs 1809.24
Lakhs in previous year. The Company is undergoing liquidation proceedings under the
Insolvency and Bankruptcy code 2016 and there has limited avenues to improve its financial
health. The substantial portion of loss is due the provision of depreciation which is
owing to the fact that major portion of companys unit is not operational.
CHANGE IN NATURE OF BUSINESS, IF ANY
There was no change in the nature of business activities of the Company during the
financial year under review.
DIVIDEND
In view of the operational losses incurred by the Company and the liquidation
proceedings under IBC, the Board of Directors of the Company has not recommended any
dividend for the financial year under review.
RESERVES:
As the Company has incurred losses during the year, no amount has been transferred to
Reserves.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS/ SHARES TO IEPF
During the year, the Company was not required to transfer any unclaimed dividends /
Shares to IEPF
DIRECTORS & KEY MANAGERIAL PERSONNEL
The company is under Liquidation Process initiated by the National Company Law
Tribunal, Mumbai ("NCLT"), the power of the Board of Directors of the company
stood suspended and such powers are vested with the Liquidator to manage the affairs of
the company. The responsibility is with the Key Managerial Personnel to continue the
operations of the company on certain conditions prescribed by the liquidators.
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with
Companies (Management & Administration) Rules, 2014 and Articles of Association of the
Company, Mrs. Rama J. Swetta, Non-Executive Non-Independent Director of the Company (DIN:
00814746), retire by rotation at the ensuing Annual General Meeting and being eligible,
has offered herself for re- appointment and your Board recommends for her re-appointment.
Due to sad demise of Mr. Anasaheb R. Mohite, Chairman & Managing Director of the
company, it was required to fill the vacancy of the Managing Director. Hence, on the
recommendation of Nomination & Remuneration Committee, the board has already appointed
Mr. Anant Y. Bhide (DIN: 10244641) as Managing Director for the period of 3 (Three)
consecutive years for the term up to 27th July, 2026.
Brief resume of Director proposed to be appointed is given in the Notice convening 30th
Annual General Meeting in pursuant to Regulation 36(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015.
Mr. Rahul Rungta, Company Secretary & Compliance Officer of the company has
resigned w.e.f. 31st January, 2023, Hence Mrs. Nasima A. Kagadi was appointed
as Company Secretary & Compliance Officer of the company w.e.f. 01st
February, 2023.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company as on March 31, 2023 were Mr. Anasaheb R. Mohite, Chairperson & Managing
Director, Mr. Abhishek A. Mohite, Chief Financial Officer and Mrs. Nasima A. Kagadi,
Company Secretary.
PUBLIC DEPOSITS
During the year, the Company has not accepted any deposits from the public and there
are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules,
2014.
INDUSTRIAL RELATIONS
During the year, industrial relations have been cordial.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134 (3)(a) and Section 92(3) of the act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the
Annual Return in Form MGT-9, is annexed as Annexure-I which forms an integral part
of this Report and is also available on the Companys website viz.
www.abhishekcorporation.com.
LISTING OF EQUITY SHARES
The Equity Shares of your Company are presently listed on BSE Limited & National
Stock Exchange of India Limited (NSE). Due to financial crunches faced by the company,
listing fees has not been paid for the financial year.
MEETINGS OF THE BOARD
During the financial year under review, seven (7) Board Meetings were convened and
held, the details of which are given in the Corporate Governance Report. The intervening
gap between these Meetings was within the period prescribed under the Companies Act, 2013
and Regulations 17 of the Securities and Exchange Board of India (Listing Obligation and
Disclosure Requirements) Regulation, 2015. Detail of dates are mentioned in Corporate
Governance Report, part of annual report.
SUBSIDIARIES
During the year under review, Company does not have any subsidiaries or joint ventures
or associate companies as defined under the Act. However, the Company has framed a policy
for determining material subsidiaries, which can be accessed at web-link
http://www.abhishekcorporation.com/disclosure/policy-for-determining-material-subsidiaries.pdf
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 34 of the IBC, the powers of the Board of Directors stood
suspended, 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 Responsibility
Statement, it is hereby confirmed by the liquidator along with the directors (power
suspended) that:
a) In the preparation of the annual accounts for the financial year ended 31st
March, 2023, the applicable Accounting Standards have been followed along with proper
explanation relating to material departures;
b) Accounting policies have been selected and applied consistently and judgments and
estimates made that were reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit and
loss of the Company for the year under review;
c) Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provision of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual financial statements have been prepared on a going concern basis,
e) Internal financial controls to be followed by the Company have been laid down and
ensured that such internal financial controls are adequate and operating effectively; and
f) Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19
of the Listing Regulations and on recommendation of Nomination and Remuneration Committee,
the Board of Directors have adopted policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy has been placed on the
website of the Company and is available on
http://www.abhishekcorporation.com/disclosure/Remuneration%20Policy.pdf Brief of
Remuneration policy is given in Corporate Governance report.
RISKS AND AREA OF CONCERN
The Company has an elaborate risk Management procedure and adopted a systematic
approach to mitigate risk associated with accomplishment of objectives, operations,
revenues and regulations. The Company believes that this would ensure mitigating steps
proactively and help to achieve stated objectives. The Risk Management process of the
Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk
Monitoring.
A Risk Management Committee is constituted which has been entrusted with the
responsibility to assist the Board in (a) Overseeing and approving the Companys
enterprise risk management framework; and (b) Overseeing that all the risk that the
organization faces.
The Audit Committee reviews adequacy and effectiveness of the Companys internal
control environment and monitors the implementation of audit recommendations, including
those relating to strengthening of the Companys risk management policies and systems. The
details of the Risk Management Policy are available on the Companys website
http://www.abhishekcorporation.com/disclosure/Risk%20Management%20Policy.pdf
REPORTING OF FRAUDS
Pursuant to the provision of section 143(12) of the Act and rules framed thereunder,
there have been no instance of fraud reported by the Auditors either to the Company or to
the Central Government. Also, there is nothing to report by the Board under section 134(3)
(ca) of the Act.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DECLAIMERS MADE BY THE AUDITORS
Explanation or Comments on Qualification, reservations or adverse remarks or declaimers
made by Auditors in Statutory Audit Report are enclosed as Annexure II.
Explanation or Comments on Qualification, reservations or adverse remarks or declaimers
made 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 criterias of CSR as mentioned
under the Provisions of Section 135 of Companies Act, 2013 read with Companies (Corporate
Social Responsibility) Rules, 2014, therefore it is not mandatory for the company to form
Corporate Social Responsibility (CSR) Committee and a Policy on Corporate Social
Responsibility.
COST AUDIT AND RECORDS
It is not mandatory for the company to maintain cost audit and records.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATED
AND THE DATE OF THE REPORT
Except the changes occurred during and subsequent to the financial year 2022-23,
relating to liquidation process as stated herein above, there are no any material changes
and commitments affecting the financial position of the Company occurred between the end
of the financial year to which this financial statement relates and the date of this
report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Company has not provided any loans, guarantees, security under any Section 186 of the
Companies Act, 2013 during the year under review. The Company has not made any investment
during the financial year 2022-23.
DECLARATION OF INDEPENDENT DIRECTORS
In compliance with Section 149(6) of the Companies Act, 2013 read with the Schedules,
rules made thereunder and Regulation 25 of SEBI Listing Regulations, 2015, the Company has
received the necessary declaration from each Independent Directors who are part of
reconstituted Board confirming that he/she meets the criteria of Independence.
SUSPENSION OF SECURITY TRADING
Trading of Shares is suspended in BSE Ltd and National Stock Exchange of India Limited
due 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 Obligation
and Disclosure Requirements) Regulations, 2015, the Board has carried out annual
evaluation of its own performance, that of its committees and individual directors for the
financial year 2022-23, however as the Liquidation process is initiated against the
Company, the powers of the Board of Directors (including evaluating the performance of
Board, its committee and individual Directors) were suspended.
Therefore, during the financial year 2022-23, the evaluation of the performance of the
Board of Directors and of its committees and individual Directors were taken under the
supervision of Liquidator.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
Except orders under IBC Code 2016, there are no significant material orders passed by
the regulators/courts/tribunal which would impact the going concern status of the Company
and its future operations for this year.
SHARE CAPITAL
There was no change in capital structure of the Company during the year under review.
As on 31st March, 2023, the paid-up equity share capital is Rs 16, 00, 84,620
comprising of 1, 60, 08,462 Equity shares of Face Value of Rs 00/- each. During the
financial year 2022-23, Company has not issued any equity shares with differential rights
as to dividends, voting or otherwise, or any convertible securities, warrants or Sweat
Equity shares. The Company does not have any Employee Stock Option Scheme or Employee
Stock Purchase Scheme.
AUDIT COMMITTEE AND ITS COMPOSITION
The Audit Committee is duly constituted as per the provisions of Section 177 of
Companies Act 2013 and Regulations 18 of Listing Regulations. The details pertaining to
composition of Audit Committee are included in the Corporate Governance Report, which
forms part of this report.
WHISTLE BLOWER POLICY
The Company has a vigil mechanism named as Vigil Mechanism Cum Whistle Blower Policy,
to deal with instances of fraud and mismanagement, if any. Details of the same are given
in the Corporate Governance Report. The policy is available on the website of the Company
viz http://www.abhishekcorporation.com/vigil%20machanism%20policy.pdf No complaints,
issues or concerns were received by the Company under Code of Conduct and Whistle Blower
Policy during FY 2022-23.
STATUTORY AUDITOR
In accordance with Section 139 of the Companies Act, 2013, the Members of the Company
in its 28th Annual General Meeting, held on 30th September, 2021
have appointed M/S ARNA Associates, Chartered Accountants, Kolhapur (Registration
No.122293W) as the Statutory Auditors of the Company to hold office till the conclusion of
the 33rd Annual General Meeting of the Company. The provisions relating to
ratification of the appointment of the Statutory Auditors has been removed vide Companies
Amendment Act, 2017.
However, the Statutory Auditors have given a confirmation that they are eligible to
continue with their appointment and that they have not been disqualified in any manner
from continuing as Statutory Auditor.
SECRETARIAL AUDITOR AND SECRETARIAL 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 Board, at its
meeting held on 29th May 2023 has appointed M/s Shrenik Nagaonkar &
Associates, Practicing Company Secretaries, Kolhapur to conduct a secretarial audit of the
Company for the financial year 2022-23. The Report of the Secretarial Audit carried out
for the financial year 2022-23 is annexed herewith as Annexure- III
INTERNAL AUDITOR
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 steps
to implement any suggestions/observations of the Internal Auditors are taken and monitored
regularly. In addition, the Audit Committee of the Board regularly addresses significant
issues raised by the Internal Auditor.
INTERNAL FINANCIAL CONTROL
The company has in place Internal Financial Control system, commensurate with size
& complexity of its operations to ensure proper recording of financial and operational
information & compliance of various internal controls & other regulatory &
statutory compliances. Internal Auditors comprising of professional Chartered Accountants
monitor & evaluate the efficacy of Internal Financial Control system in the company,
its compliance with operating system, accounting procedures & policies at all the
locations of the company. Based on their report of Internal Audit function, corrective
actions in the respective area are undertaken & controls are strengthened. Significant
audit observations & corrective action suggested are presented to the Audit Committee.
CORPORATE GOVERNANCE REPORT
A detailed report on corporate governance for the financial year 2022-23, pursuant to
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, along with an auditors certificate from Secretarial
Auditor M/s Shrenik Nagaonkar & Associates, Company Secretaries on compliance with the
conditions of corporate governance, is annexed to this report.
PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEE
Pursuant to provisions of Section 197 (12) of Companies Act, 2013 read with the rule
5(1) of the Companies (Appointment & Remuneration of Managerial personnel) rules 2014,
details of ratio of remuneration of director to the median employees remunerations are
appended to this report as Annexure IV. Due to Liquidation process none of the
Directors were paid any remuneration.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS
The company has complied with all the mandatory applicable secretarial standards issued
by the Institute of Company Secretaries of India and approved by the Central Government
under Section 118(10) of the Companies Act, 2013.
MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented
in a separate section forming part of this Annual Report.
CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT
The disclosure of particulars with respect to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3) (m) of
the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 for
the year ended 31st March, 2023 are provided under Annexure V to this
Directors Report.
COMMITTEES OF THE BOARD
The Company has duly constituted the Committees as required under the Companies Act,
2013 read with applicable Rules made there under and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
At present following are the Committees of the Board;
-Audit Committee
-Stakeholders Relationship Committee -Nomination and Remuneration Committee -Risk
Management Committee
The details of composition of each Committee, terms of the reference and number of
meetings held during the year under review are given in the Corporate Governance Report,
annexed to this report.
Pursuant to SEBI Circular Company is not required to constitute Risk Management
Committee but the company have the said committee since last several years and considering
the scope and necessity, Board has decided to continue with the same.
PARTICULARS OF CONTRACT AND ARRANGEMENT WITH RELATED PARTIES REFERRED TO IN SECTION
188(1) OF THE COMPANIES ACT, 2013
All contracts/arrangements/transactions entered by the Company during the financial
year with related Parties were in ordinary course of business and on arms length basis.
There are no materially significant related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict
with the interest of the Company at large or which warrants the approval of the
shareholders. Accordingly, the disclosure of Related Party Transactions as required under
Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is set out as in Form AOC - 2 being enclosed as Annexure VI to
this report.
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 and
Disclosure Requirements) Regulations 2015 related to the corporate governance, Company has
formulated related party policy of the company. The Policy on Related Party Transactions
as 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, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace and have a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an
Internal Complaints Committee has been constituted for reporting and conducting inquiry
into the complaints made by the victim on the harassments at the work place. During the
year under review, there were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
STATEMENT ON IMPACT OF AUDIT QUALIFICATION
Under SEBI vide circular no. CIR/CFD/CMD/56/2016 Company has submitted Statement on
impact of audit qualification with modified opinion for the year 2022-23 to respective
stock exchanges. The Statement on Impact of Audit Qualification for Financial Year 2022-23
is 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) of
Companies Act 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 showing the names and other particulars of the
employees drawing remuneration in excess of the limits set out in the said rules has been
appended as Annexure VIII forming part of this report.
GENERAL DISCLOSURES
No disclosure or reporting is required in respect of the following items as there were
no 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 under
any scheme.
C. Neither Managing Director nor Whole Time Directors of the company receive any
remuneration or commission from any of its subsidiary.
ACKNOWLEDGEMENT
Your Directors express their sincere appreciation for the cooperation and assistance
received from Shareholders, Bankers, Financial Institutions, Regulatory Bodies, government
Authorities, customers and other business constituents during the year under review.
The Directors express their sincere thanks to the liquidator and stakeholders of the
Company for continuous support during the year. Your Directors also wish to place on
record their deep sense of appreciation for the commitment displayed by all executives,
officers and staff and look forward to their continued support in future.
| Date : 1st September, 2023 |
By order of the Board of Directors (Power Suspended) |
| Place : Kolhapur |
For Abhishek Corporation Limited (Under Liquidation) |
|
Anant Y. Bhide |
|
Managing Director |
|
(DIN: 10244641) |
+91-9892691696
