Your Directors have pleasure in presenting the 37th Annual Report on the
business and operations of the Company and the Audited Accounts for the Financial Year
ended 31st March 2023.
1. FINANCIAL RESULTS:
|
|
[Rupees in Lacs] |
|
2022-23 |
2021-22 |
| Revenue from Operations |
28,024.12 |
18,018.21 |
| Other Income |
808.12 |
335.38 |
| Total Revenue |
28,832.24 |
18,353.60 |
| Less: Expenses before Interest and Depreciation |
23,316.52 |
16,076.62 |
| Less: (a) Interest |
59.96 |
107.43 |
| (b) Depreciation |
240.36 |
257.93 |
| Profit / (Loss) Before Tax |
5,816.04 |
1,911.62 |
| Less: Tax Expenses |
|
|
| Current Tax |
1,489.92 |
508.42 |
| Deferred Tax |
10.74 |
29.05 |
| Short/ (Excess) provision of earlier year |
3.14 |
(29.89) |
| Profit after Tax |
4,312.24 |
1,404.04 |
1. TRANSFER TO RESERVES:
No amount is transferred to the reserves by the Company.
2. DIVIDEND:
Your Directors have recommended a dividend of Rs. 10 /- per share (i.e. 100%) on
Company's paid up equity share capital comprising of 3,813,400 equity shares of Rs. 10/-
each. Thus, the total dividend outgo for the current fiscal will amount to Rs.
3,81,34,000/-.
3. OPERATIONAL HIGHLIGHTS AND PROSPECTS/ STATEMENT OF AFFAIRS:
The Company earned operational income of Rs. 28,024.12 lakhs compared to Rs. 18,018.21
lakhs for the previous year. The other income is Rs. 808.12 lakhs compared to Rs.335.38
lakhs in the previous year.
The total revenue for the year is Rs. 28,832.24 lakhs against Rs. 18,353.60 lakhs in
the previous year. Profit after tax is Rs. 4,312.24 lakhs as compared to previous year
figure of Rs. 1,404.04 lakhs.
The Company has concentrated on catering needs of renewable energy sector including
solar and wind energy in local market where in the Company has been enjoying commendable
position being one of the top companies in India supplying transformers for renewable
energy.
There is no change in nature of business of the Company during the financial year. The
Company has prepared the Financial Statements for the Financial Year 2022-2023 in
accordance with Indian Accounting Standards (IND-AS).
4. PROSPECTS:
The current economic scenario would show positive signal of growth in power production
especially in renewable energy sector. The company has tremendous foothold in this sector.
The Company also looks forward to new business from local private sectors and its export
business.
INSURANCE:
All the properties of the Company including buildings, plant & machinery and stocks
have been insured.
4. ACCREDITATION:
Your Company has taken BIS approval for many ratings of transformers during the year.
The Company has also received ISO 9001:2015 Certificate for its new plant during year
2018-19.
5. CREDIT FACILITIES:
Company has availed working capital facilities from HDFC Bank Limited & The
HongKong and Shanghai Banking Corporation Limited. During the year under review, the
Company was comfortable in meeting its financial requirements. Effective financial
measures have been continued to reduce cost of interest and bank charges.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend
relating to the financial year ended on 31/03/2015 was due for remittance on or before
14/08/2022 and Interim Dividend during FY 2015-16 was due for remittance on or before
19/04/2023 to the Investor Education and Protection Fund established by the Central
Government. Pursuant to the provisions of Section 125 of the Companies Act, 2013, every
year the Company transfers shares to IEPF Account of Central Government for which dividend
has remained unclaimed/unpaid for consecutive 7 years.
During the financial year 2022-23, the Company transferred unclaimed dividend amount of
Rs. 45,989/- and Rs. 72,742 with IEPF Account of Central Government on 14/08/2022 and
14/03/2023 respectively. Further, the Company transferred 1000 Equity Shares with IEPF
Account effective from 16.09.2022 and 200 Equity Shares with IEPF Account effective from
03.04.2023, for which dividend / interim dividend were unclaimed for seven consecutive
years. The amount of Unpaid / Unclaimed Dividend Account 2016 (Final Dividend) is Rs.
17681.50 and it will be transferred to Investor Education and Protection Fund by
13-08-2023 (i.e. after 7 years from the date of transfer to unpaid dividend account i.e
13-08-2023).
7. SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2023 was Rs. 3,81,34,000/-, divided
into 38,13,400 Equity Shares of Rs. 10 each. During the year under review the company has
not issued any shares or any convertible instruments.
8. MATERIAL CHANGES AND COMMITMENT OCCURRED AFTER THE END OF FINANCIAL YEAR AND
UP TO THE DATE OF REPORT.
No material changes and commitments affecting the financial position of the Company
occurred between the ends of the financial year to which this financial statement relate
and the date of this report.
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information pertaining to conservation of energy, technology absorption, 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 is furnished in Annexure
I and is attached to this report.
10. RISK MANAGEMENT
The Company has framed a sound Risk Management Policy to identify and evaluate business
risks and opportunities and the same has become integral part of Company's day to day
operations. The key business risks identified by the Company are as follows viz. Industry
Risk, Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk,
and Systems risk. The Company has in place adequate mitigation plans for the aforesaid
risks.
11. CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135 of the Companies Act, 2013 regarding Corporate
Social Responsibility, the Company has laid down CSR Policy. The composition of CSR
committee, contents of CSR Policy and Report on CSR activities carried out during the year
2022-23 is as per Annexure- II attached with this Report. The Policy has been uploaded on
the Company's website and can be accessed at the webhttps://www.shilchar.com/under
investors/ policy documents.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
There were no loans, guarantees made by the Company under Section 186 of the Companies
Act, 2013 during the year under review and hence the furnishing above information is not
applicable. Particulars of Investments are mentioned in Note no. 8 of the Financial
Statements.
13. RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year were on an arm's
length basis and were in the ordinary course of business. There were no materially
significant related party transactions with the Company's Promoters, Directors, Management
or their relatives, which could have had a potential conflict with the interests of the
Company. Transactions with related parties entered by the Company in the normal course of
business are periodically placed before the Audit Committee for its omnibus approval and
the particulars of contracts entered during the year as per Form AOC-2 is enclosed as
Annexure-III.
The Board of Directors of the Company has, on the recommendation of the Audit
Committee, adopted a policy to regulate transactions between the Company and its Related
Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules
thereunder and the Listing Regulations. This Policy was considered and approved by the
Board has been uploaded on the website of the Company at https://www.shilchar.com/under
investors/ policy documents/Related Party Policy link.
14. DIRECTORS & KMP
During the year, the shareholders at 36th Annual General Meeting held on 8th
August, 2022 made re-appointment of Mr. Alay J. Shah (DIN-00263538) as Managing Director
with effect from 1st August, 2022 for a further tenure of 5 years. Moreover, the
appointment of Mr. Aashay Alay Shah (DIN- 06886870) was regularized as a Director and
designated as Whole Time Director.
14.1 BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried
out an annual performance evaluation of its own performance, the directors individually as
well as the evaluation of the working of its Audit, Nomination & Remuneration and
Compliance Committees. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
14.2 REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Independent Directors, Senior
Management and their remuneration. The Remuneration Policy is enclosed as Annexure-IV.
14.3 MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year four Board Meetings and four Audit Committee Meetings were convened and
held. The details of which are given in the Corporate Governance Report. The intervening
gap between the Meetings was within the period prescribed under the Companies Act, 2013.
The required particulars of various Committees are stated in the Corporate Governance
Report, attached herewith.
14.4 DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013, Listing Regulations and the relevant rules. The Independent
Directors confirm that they are not aware of any circumstance or situation, which exist or
may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and without any external influence and
that he/she is independent of the management.
Policies
During the year under review, the Board of Directors of the Company has adopted
/approved changes policies in compliance with the recent amendments in the Act and SEBI
Listing Regulations.
14.5 WHISTLE BLOWER POLICY
The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors,
pursuant to Section 177 of the Companies Act, 2013 and the Rules made thereunder to report
genuine concerns of Directors and Employees. The Policy has been uploaded on the Company's
website and can be accessed at the webhttps://www.shilchar.com/under investors/ policy
documents/Whistle Blower Policy.
15. AUDIT COMMITTEE AND VIGIL MECHANISM
The composition and other particulars of Audit Committee are provided in the Corporate
Governance Report, attached herewith.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company at
www.shilchar.com under investors/policy documents/Vigil Mechanism Policy link.
16. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standard 1(SS-1) relating to the meetings
of the Board of Directors and Secretarial Standard 2 (SS-2) relating to the General
meetings issued by the Institute of Company Secretarial of India and approved by the
Central Government.
17. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:—(a) In the preparation of the
annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures; (b) The directors had selected such
accounting policies and applied them consistently and made judgments and estimates that
are 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 (c) Financial year and of the profit and loss of the company
for that period; (d) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets 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 the company and that such internal financial controls are adequate and were
operating effectively.
(g) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
18. ANNUAL RETURN
The Annual Return will be placed at the website of the Company at Investors Desk in
Annual Reports option on https:// shilchar.com/power/investors-desk/Annual Return.
19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
20. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
No Unsecured loan availed from Directors during the year.
21. AUDITORS
21.1 STATUTORY AUDITORS
The Company's Auditors M/s. CNK & Associates LLP, Chartered Accountants, Vadodara
have been re-appointed as Auditors of the Company to hold the office from the conclusion
of ensuing 36th Annual General Meeting until conclusion of 41st
Annual General Meeting. As required under Listing Regulations, the auditors have also
confirmed that they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India.
21.2 SECRETARIAL AUDIT
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 has
appointed M/s. Kashyap Shah & Co., a Practicing Company Secretaries to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed
herewith as "Annexure-V ‘'.
21.3 COST AUDITORS
Pursuant to provisions of section 148 of the Companies Act, 2013 and the Companies
(Audit & Auditors) Rules, 2014, the Board, on the recommendation of the Audit
Committee, has approved the appointment of M/s. K.H. SHAH & Co., Cost Accountants as
the Cost Auditors and remuneration payable to them, to conduct the audit of the cost
records of the Company for the financial year ending March 31, 2023. The Company has
received a letter from M/s. K.H. SHAH & Co., Cost Accountant, Vadodara showing their
willingness to be appointed as a cost Auditors stating that they are not disqualified
under section 148(2) read with section 141(3) of the Companies Act, 2013.
21.4 INTERNAL AUDITORS
M/s. Sharp & Tannan Associates, Chartered Accountants (FRN: 109983W), Vadodara has
been appointed as Internal Auditors of the company from the financial year 2022-2023
onwards. The reports of the Internal Auditors are being reviewed by the audit committee
from time to time.
22. OBSERVATION OF AUDITORS
There are no material qualifications, reservations or adverse remarks made by the
Auditors. Observations of auditors are self-explanatory and do not call for further
information. The auditors have not reported any frauds under sub section 12 of Section
143.
23. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY.
The Company has adequate system of internal control/ Internal Finance Control to
safeguard and protect from loss, unauthorized use or disposition of its assets. All the
transactions are properly authorized, recorded and reported to the Management. The Company
is following all the applicable Accounting Standards for properly maintaining the books of
accounts and reporting financial statements. The internal auditor of the company checks
and verifies the internal control and monitors them in accordance with policy adopted by
the company.
The Company continues to ensure proper and adequate systems and procedures commensurate
with its size and nature of its business.
24. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review. b.
SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review. d. EMPLOYEES STOCK OPTION
PLAN
The Company has not provided any Stock Option Scheme to the employees.
25. CORPORATE GOVERNANCE:
As per Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate Section on Corporate Governance on corporate
governance practices followed by the Company, together with a certificate from the
Company's Auditors confirming compliance forms an integral part of this Report.
26. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report is appended as Annexure-VI to this
Report.
27. PARTICULARS OF EMPLOYEES:
The information required under the provisions of Section 197 of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is given as below:
The percentage increase in remuneration of each Director, Chief Financial Officer and
Company Secretary during the financial year 2022-2023, ratio of the remuneration of each
Director to the median remuneration of the employees of the Company for the financial year
2022-2023 and the comparison of remuneration of each Key Managerial Personnel (KMP)
against the performance of the Company are as under:
| Sr. No. Name of Director/ KMP and Designation |
% increase/decrease (-) in Remuneration in the Financial Year
2021-2022 |
Ratio of remuneration of each Director / to median remuneration of
employees |
| 1. Mr. Alay Shah, Managing Director |
16.67% |
55.41:1 |
| 2. Mr. Prajesh Purohit, |
8.37% |
4.11:1 |
| Chief Financial Officer |
|
|
| 3 Mrs. Niki Tiwari, Company Secretary |
6.67% |
0.63:1 |
| 4. Mr. Aashay Alay Shah |
100% |
15.86:1 |
Note: Independent Directors are paid only sitting fees and hence not included in the
above table.
ii) The median remuneration of employees of the Company during the financial year was
Rs 25,207/-.
iii) In the financial year, there was an increase of 16.69% (Rs.3,606/-) in the median
remuneration of employees;
iv) There were 115 permanent employees on the rolls of Company as on March 31, 2023.
v) Average percentage decrease made in the salaries of employees other than the
managerial personnel in the last financial year i.e. 2022-2023 was 6.135% whereas the
increase in the managerial remuneration for the same financial year was 13.75%
vi) Remuneration paid is as per the Remuneration Policy for Directors, Key Managerial
Personnel and other Employees. None of the Directors of the Company are in receipt of any
commission from the Company.
The statement containing names of top Ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197 (12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of managerial
personnel) Rules, 2014 is furnished as below:
| Sr. No. Name of Employee |
Designation |
Age |
Qualification |
Experience |
Date of joining (in years) |
| 1 Ashok Bhambhani |
HEAD - BUISNESS DEVLOPMENT |
61 |
BE |
36 |
02-04-2019 |
| 2 Rajendra Nath |
COO |
55 |
BE Mechanical , MBA |
31 |
22-07-2019 |
| 3 H G Manjunath |
DGM |
44 |
BE EC |
21 |
08-04-2018 |
| 4 Varun Rekhi |
Sr Business Dev. North Region |
35 |
BE Electrical |
12 |
12-04-2021 |
| 5 Sohil Dave |
Sr Manager |
36 |
BE Electrical |
15 |
01-05-2018 |
| 6 Prajesh Purohit |
Sr Manager (F & A) |
61 |
B.Com |
38 |
11-09-1995 |
| 7 Nirav Pandya |
Sr Manager |
42 |
DEE |
21 |
22-11-2011 |
| 8 Piyush Trivedi |
Sr Manager |
50 |
B. Com |
28 |
15-10-2007 |
| 9 Vishwas Desai |
Sr. Manager |
38 |
MSW,DLP & PGDHRD |
16 |
22-06-2015 |
| 10 Hitesh Patel |
Sr. Manager |
46 |
BE |
19 |
06-12-2011 |
28. MAINTENANCE OF COST RECORDS
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Amendment Rules, 2014 dated 31/12/2014, the activity of your Company
falls under Non-regulated sectors and maintenance of cost records as well as the cost
audit, as the case may be has been applicable to the Company for the Financial Year
2022-2023.
29. HUMAN RESOURCES:
During the period under review, the personal and industrial relations with the
employees remained cordial in all respects. The management has always carried out
systematic appraisal of performance and imparted training at periodic intervals. The
Company recognizes talent and has judiciously followed the principle of rewarding
performance.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND
REDRESSAL) ACT, 2013.
Your Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Work Place (Prevention,
Prohibition and Redressal) Act, 2013.
In terms of Schedule V read with Regulation 34(3) of SEBI (LODR) Regulation, 2015,
disclosures relating to Sexual Harassment of Women at Work Place (Prevention, Prohibition
and Redressal) Act, 2013 are given as below: No complaint is outstanding as on March 31,
2023 for redressal.
(i) Number of complaints filed during the financial year: NIL (ii) Number of complaints
disposed of during the financial year: NIL (iii) Number of complaints pending as at the
end of the financial year: NIL
31. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS/ COURTS
During the year, no significant and material order was passed by the Regulators or
courts.
32. Details of application made or any proceeding pending under Insolvency and
Bankruptcy Code, 2016 during the year along with the current status:
During the year under Review, neither any application was made nor any proceedings were
pending under Insolvency and Bankruptcy Code, 2016.
33. The Details Of Difference Between Amount Of The Valuation Done At The Time Of
One-Time Settlement And The Valuation Done While Taking Loan From The Banks Or Financial
Institutions Along With The Reasons Thereof: Not Applicable
34. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.
|
For and on behalf of the Board of Directors |
|
For SHILCHAR TECHNOLOGIES LIMITED |
| Place: Bil, District Vadodara |
Alay Shah |
| Date: 29.04.2023 |
Chairman & Managing Director |
|
(DIN- 00263538) |
|