Shakti Press Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 31-Annual Report and Audited Accounts for the year ended 31" March 2024.

Particulars	Year ended 31" March 2024	Year ended 31" March 2023
Revenue from Operations	1158.08	828.23
Other Income	1.78	1 49
Total Income	1159.86	829 72
Profit Before Interest, Depreciation and Tax (PBIDT)	228.66	225.61
Finance Cost	96.13	69 36
Depreciation	84.67	93 81
Profit /(Loss) Before Tax	47.86	62 44
Profit/(Loss) after tax	47.86	62.44

2. OPERATIONS and HIGHLIGHTS OF THE COMPANY: 1

the financial year 2023-24 increased to Rs. 158.08 Lakh compared to Rs^828.33 Lakh m the financial year 2022-23 and reported Profit after Tax of Rs.47.86 Lakh. The Directors are hopeful of better performance of the Company in years ahead.

3. DIVIDEND:

During the year Under review the Company has not recommended any dividend for financial year 2023-24

4. PUBLC DEPOSITS:

During the year under review, the Company has not accepted any deposits hence the provisions of Chapter V of the Companies Act, 2013 and The Companies [Acceptance of Deposit) Rules, 2014 are not applicable.

5. SHARE CAPITAL:

During the year under review, there is no change in Authorized and Paid-up share capital of the company

6. PROMOTER OF THE COMPANY:

During the year under review, there is no change in promoters of the Company.

7. DIRECTORS:

The Board consists of Executive and Non-executive Directors including Independent Director as per section 149 of the Companies Act, 2013 and rules made thereunder read with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The number and details of the meetings of the Board and other Committees are furnished in the Corporate Governance Report.

The Independent Directors have furnished declaration of independence under Section 149 of the Companies Act 2013.

Number of Board Meetings of Directors:

During the year ended 31" March 2024, Five Board Meeting were held.

The maximum time gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Familiarization Programme for Independent Directors

The Company familiarizes its Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. through various programmes on a continuing basis. The Familiarisation programme for Independent Directors is disclosed on the Companys website.

Separate Meeting of Independent Directors

A separate meeting of Independent Directors of the Company was held on 25th June, 2023 and 20th February, 2024 as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Regulation 25 of the SEBI (Listing Obligations And Disclosure Requirements), Regulations, 2015. At the Meeting, the Independent Directors:

Reviewed the performance of Non-Independent Directors and the Board as a whole;

Reviewed the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors;

All the Independent Directors attended the Meeting of Independent Directors.

Statement on Declaration given by Independent Directors under sub-section (6) of Section 149.

The Independent Directors have submitted the declaration of Independence, as required under Section 149(7) of the Companies Act 2013, stating that they meet the criteria of Independence as provided under sub-section (6).

8. Board & Directors Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Board, its Committees and the Directors have carried out annual evaluation / annual performance evaluation, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The Directors expressed their satisfaction with the evaluation process.

9. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 (12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is NIL

10. AUDITORS AND AUDITORS REPORT:

M/s D.P.Sarda & Co, Chartered Accountants, Nagpur, F.R.No. 117227W, were appointed as Statutory Auditors of the Company to hold office for a period of five years from FY 22-23 to FY26-27,they will continue to hold office for FY 24-25. The company reply to the remarks of the statutory auditor as submitted to the Bombay Stock Exchnage are annexed to this directors report as ANNEXURE C.

Audit Committee

The company did not form audit committee as per the Companies Act, 2013.

Secretarial Audit

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Jain Paranjape and Associates, Practicing Company Secretaries, Nagpur to undertake the Secretarial Audit of the Company for the FY 2023-24. The report of the Secretarial Auditors is enclosed with this report.

12. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary/ associate/ Joint venture companies under review. Since the statement in terms of first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014 is not required to be attached.

13. INTERNAL CONTROL SYSTEMS

Your Company has in place internal and financial control systems commensurate with the size of the Company. The primary objective of our internal control framework is to ensure that internal controls are established, properly documented, maintained and adhered to in each functional department for ensuring orderly and efficient conduct of business which includes proper use and protection of the Companys resources, accuracy in financial reporting, compliance with the statutes, timely feedback on achievement of operational and strategic goals.

14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith.

15. INFORMATION ON STOCK EXCHANGES

The Equity shares of the Company are listed on BSE Limited

16. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 of the Companies Act, 2013:

(a) that in the preparation of the annual accounts/financial statements for the financial year ended 31st March 2024; the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) that the accounting policies as mentioned in the financial statements were selected and applied consistently and reasonable and prudent judgments and estimates were made 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 that period;

(c) that proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts were prepared on a going concern basis;

(e) that proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; and

(/) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As the Company does not fall under the criteria stipulated for applicability of section 135 of the Companies Act, 2013 the Company has not constituted a Committee of Corporate Social Responsibility and no contributions were made during the year.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the requirements of the Companies Act, 2013 and Regulation 22 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the vigil mechanism are displayed on the website of the Company. The Audit Committee reviews the functioning of the vigil / whistle blower mechanism from time to time. There were no

allegations / disclosures / concerns received during the year under review in terms of the vigil mechanism established by the Company.

RISK MANAGEMENT POLICY

The Company has laid down the procedure for risk assessment and its mitigation through an internal risk committee. Key risks and their mitigation arising out of reviews by the Committee are assessed and reported to the Audit Committee on a periodic basis.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, the Company has not received any Material Orders passed by the Regulators or Court.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received fr om the financial institutions, banks, Government of India and various State Government authorities and agencies, customers, vendors and members during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies

(Accounts) Rules, 2014]

A. CONSERVATION OF ENERGY: NIL

a) Steps taken or impact on conservation of energy: NA

b) Steps taken by the company for utilizing alternate sources of energy: NIL

c) The capital investment on energy conservation equipment: NIL

B. TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption:

No technology imported or acquired from external sources.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution: NIL

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported;

Not Applicable as there was no import of technology during the last three years.

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

iv) Expenditure on R&D: NIL

C. FOREIGN EXCHANGE EARNINGS & OUTGO: NIL

CEO & CFO Certification

We Raghav Sharma, Managing Director and Bernard Wong, Chief Financial Officer of Shakti Press Limited, to the best of our knowledge and belief, certify that:

1. We have reviewed the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement of the Company and all the notes on accounts and the Boards Report.

2. These statements do not contain any materially untrue statement or omit to state a material fact necessary to make the statements made, in the light of circumstances

under which such statements are made, not misleading with respect to the period covered by this report.

3. The financial statements, and other financial information included in this report, present in all material respects a true and fair view of the Companys affairs, the financial condition, results of operations and cash flows of the Company as at, and for, the periods presented in this report, and are in compliance with the existing accounting standards and / or applicable laws and regulations.

4. There are no transactions entered into by the Company during the year that are fraudulent, illegal or violate the Companys Code of Conduct and Ethics, except as disclosed to the Companys auditor and the Companys audit committee of the Board of Directors.

5. We affirm that we have not denied any personnel access to the audit committee of the company (in respect of matters involving alleged misconduct) and we have provided protection to whistleblowers from unfair termination and other unfair or prejudicial employment practices.

6. We further declare that all Board members and senior management personnel have

affirmed compliance with the Code of Conduct and Ethics for the year covered by this report.

Annexure A: forming part of Directors report Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis

The Company has not entered into any contracts or arrangements or transactions with its related parties, which are not at arms length during Financial Year 2023-24.

2. Details of material contracts or arrangement or transactions at arms length basis

The details of material contracts or arrangement or transactions at arms length basis for the year ended 31" March, 2024, are as follows:

Name of Related Party	Nature of Relationship	Duration of the Contract	Salient Terms	Amount (in Rs.)
Nature of Contract
(A) Sale, Purchase or supply of any goods or materials
Sankalp Marketing & Management Services	Enterprises over which KMP/relatives have significant influence	N.A	The transactions under the contract are in the ordinary course of business and at arms length.	Rs. 13,33,000.00 (Purchase) Rs. 1,26,00,000.00 (Sale) Rs. 1,55,15,000.00 (Payment Received) Rs. 29,45,000.00 (Payment Made)
Shakti Offset Works	Enterprises over which KMP/relatives have significant influence	N.A	The transactions under the contract are in the ordinary	Rs. 0.00 (Payment Received)

 

			course of business and at arms length.
S.S. Enterprises	Enterprises over which KMP/relatives have significant influence	N.A	The transactions under the contract are in the ordinary course of business and at arms length.	Rs. 70,03,000.00 (Purchase) Rs. 3,18,93,000.00 (Sale) Rs. 55,13,000.00 (Payment made) Rs.2,30,50,000.00 (Payment received) Rs. 50,000.00 (Payment made on behalf of Company) Rs. 1,75,000.00 (Payment received on behalf of Compnay)
Super Offset Private Limited 9	Enterprises over which KMP/relatives have significant influence	N.A	The transactions under the contract are in the ordinary course of business and at arms length.	Rs. 14,000.00 (Payment Made on behalf of the company)
M/s. Siddhayu Ayurvedic Research Foundation Pvt Ltd	Enterprises over which KMP/relatives have significant nfluence	N.A	The transactions under the contract are in the ordinary course of business and at arms	Rs. 43,25,000.00 (Advance received)

 

			length.
Shakti Offset Private Limited	Enterprises over which KMP/relatives have significant influence	N.A	The transactions under the contract are in the ordinary course of business and at arms length.	Rs. 14,000.00 (Payment Made on behalf of the company)
Shri Krishna Cardboard Private Limited	Enterprises over which KMP/relatives have significant influence	N.A	The transactions under the contract are in the ordinary course of business and at arms length.	Rs. 14,000.00 (Payment Made on behalf of the company)
(B) Selling or otherwise disposing of, or buying, property of any kind	N.A	N.A	N.A	N.A
	N.A	N.A	N.A	N.A
(C) Leasing of property of any kind	N.A	N.A	N.A	N.A
	N.A	N.A	N.A	N.A
(D) Availing or Rendering of any services
Milita Wong 9	Relative of KMP		The transactions under the contract are in the ordinary course of business and at arms length.	Rs. 1,08,000.00 (Rent Paid)
(E) Appointment of any agent for purchase or sale of goods, materials, Services or property	N.A	N.A	N.A	N.A
	N.A	N.A	N.A	N.A

 

(F) Appointment to any office or place of profit in the company its subsidiary Company or associate company	[ N.A	N.A	N.A	N.A
	N.A	N.A	N.A	N.A
(G) Underwriting the subscription of any securities or derivatives thereof, of the Company	N.A	N.A	N.A	N.A

(H) Remuneration to Key Managerial Personnel and other

Raghav Sharma	Managing Director	N.A	N.A	Rs. 3,00,000.00
Shailja Sharma	Whole Time Director	N.A	N.A	Rs. 3,00,000.00
Shantanu Sharma	Director	N.A	N.A	Rs. 0.00
Mr. Bernard Wong	CFO	N.A	N.A	Rs. 3,81,000.00
(1) Short Term Benefit	N.A	N.A	N.A	N.A