You are here » Home » Companies » Company Overview » Shahlon Silk Industries Ltd

Shahlon Silk Industries Ltd.

BSE: 542862 Sector: Industrials
NSE: N.A. ISIN Code: INE052001018
BSE 00:00 | 09 Apr 65.95 -3.40






NSE 05:30 | 01 Jan Shahlon Silk Industries Ltd
OPEN 66.00
52-Week high 100.00
52-Week low 29.55
Mkt Cap.(Rs cr) 118
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 66.00
CLOSE 69.35
52-Week high 100.00
52-Week low 29.55
Mkt Cap.(Rs cr) 118
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shahlon Silk Industries Ltd. (SHAHLONSILK) - Director Report

Company director report

Your Directors are pleased to present 11th A nnual Report along with the auditedfinancial statements for the Financial Year endedM arch 312019 Financial Result.

(R in Lakhs)
Particulars 2018-19 2017-18
Total Revenue 53206.14 52985.17
Profit before interest and depreciation 3772.61 3682.29
Less i Interest 1830.53 1692.13
Depreciation 1453.22 1475.23
Profit before Tax 488.86 514.93
Less I Provision for Current Taxation 112.12 141.56
Provision for Deferred Taxation (1.80) 103.25
Profit after Tax adjustment 378.55 270.12
Excess/(Short) provision for taxation in earlier year 5.56 6.00
Net Profit 372.99 264.11
Add I Balance brought forward from previous year 1568.18 1720.57
Depreciation on Fixed Assets Revaluation 33.81 -
Less I Amount Capitalized on issue of Bonus shares - 416.50
Amount available for Appropriation 1974.98 1568.18
Less I Dividend paid during the year 75.63 -
Tax on Dividend 15.40 -
Balance Carried to Balance Sheet 1883.96 1568.18


Your Company has achieved turnover of Rs.53206.14 lacs during the year under review ascompared to Rs.52985.17 lacs for the previous year marginal higher by 0.42% compared toprevious year.

Earnings before Interest Depreciation and Tax (EBIDTA) during the year under revieware Rs.3772.61 lacs as compared to Rs.3682.29 lacs for the previous year. Profit beforetax for the financial year under review is Rs.488.86 lacs decreased from Rs.514.93 lacsfor the previous year. Your Company has earned a Net Profit after tax of Rs.372.99 lacsincrease by 41.23% from Rs.264.11 lacs of previous year.


As mandated by the Min istry of Corporate Affairs the financial statements for theyear ended on M arch 312019 has been prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014. T he estimates and judgments relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company s state of affairsprofits and cash flows for the year ended March 312019.


The Board of Directors has recommended a dividend of Rs.0.50/-(i.e.5%) per equity shareof Rs.10/- each on the Paid-up Equity Share Capital of company amounting to Rs.107.48 lacs(inclusive of tax on dividend of Rs.18.18 lacs). The dividend payment is subject toapproval of members at the ensuing Annual General Meeting.


Fairdeal Filaments Limited (Transferor Company) merged with the Company pursuant to theorder of The N ational Company Law Tribunal dated 10/05/2019.

The authorized capital of Rs.200000000/ - divided into 2.00. 00.000 equity shares ofRs.10/- each of Fairdeal Filaments Limited merged with the Authorised Share Capital of theCompany of Rs.120000000/ - divided into 1.20.00. 000 e quity shares of Rs.10/- eachpursuant to the Scheme of M erger w.e.f. 01/06/2019. Ap pointed date of the Scheme is01/04/2018.

In current FY 2019-20 the Company has allotted 6724240 fully paid equity shares ofRs.10/- each to the shareholders of Fairdeal Filaments Limited on 17/06/2019 and 16000Shares of Rs.10/- each held by Fairdeal Filaments Limited in the Company are cancelled.


Your Company has neither accepted nor renewed any deposit within the meaning of theCompanies (Acceptance of Deposits) Rules 2014.


Shri Hitesh Kantilal Garmora was appointed as a Company Secretary of the Company w.e.f.April 1 2018 by the Board of Directors at their meeting held on 30.03.2018 pursuant toSection 203 of the Companies Act 2013.

Shri Jayantilal Raichand Shah was appointed as a Chief Financial Officer of the Companyw.e.f. October 1 2018 by the Board of Directors pursuant to Section 203 of the CompaniesAct 2013.

Shri IMahendra Raichand Shah Shri Dipan Jayantilal Shah and Shri Jayantilal RaichandShah directors of the Company resigned from the post of directorships w.e.f. October 202018.

Pursuant to the provisions of section 152 of the Companies Act 2013 and in accordancewith provisions of Articles of Association of the Company Shri Dhirajlal R. Shah (DIN00010480) D irector of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himse lf for re-app ointm en t. You r Directors recommendhis re-appointment.

Shri Vaibhav Jayantbhai Mehta appointed as an Additional (Independent) Director of theCompany with effect from June 172019 to hold office up to the date of ensuing AnnualGeneral Meeting. The C ompany has received requisite notice as provided under section 160of the Companies Act 2013 fro m the shareholder proposing the appointment of ShriVaibhav Jayantbhai Mehta as an Independent director not liable to retire by rotation.

Shri N itin R. S hah appointed as Managing Director at the 10th A nnual General Meeting held on September 29 2018. The Board recommends for change in designation of ShriNitin R. Shah from Managing Director to Whole Time Director of the Company for a threeyears term commencing from October 12019 till September 30 2022 at the ensuing GeneralMeeting of the Company.

The Board further recommends for appointment of Shri Arvind Raichand Shah as a ManagingDirector of the Company for a period of 3 years at the ensuing General Meeting of theCompany.

The Board further recommends for appointment of Shri Dhirajlal R. Shah as an ExecutiveChairman of the Company for a period of 3 years at the ensuing General Meeting of theCompany.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed under the Act and theListing Regulations.


During the financial year 2018-19 the Board of Directors met Twelve (12) times on:

1) 01/06/2018 2) 16/07/2018 3) 22/08/2018
4) 03/09/2018 5) 01/10/2018 6) 20/10/2018
7) 23/11/2018 8) 18/12/2018 9) 28/12/2018
10) 18/01/2019 11) 01/02/2019 and 12) 15/02/2019.

The intervening gap between the Me etings was within the period prescribed under theCompanies Act 2013.

Attendance of Directors at Board Meetings and Annual General Meeting:

S. No. Name of the director Status Number of Board Meetings entitled to attend Number of Meetings attended Attendance at the AGM-29/09/2018
1. Nitin Raichand Shah Managing Director/PD/ED 8 8 Attended
2. Dhirajlal Raichand Shah Director/PD/NED 8 8 Attended
3. Arvind Raichand Shah Director/PD/NED 8 8 Attended
4. Rajendra Kundanlal Desai ID 8 8 Not Attended
5. Richa Manoj Goyal ID 8 5 Not Attended
6. Jayantilal Raichand Shah Presently CFO Resigned from 6 6 Attended
Directorship w.e.f. 20/10/2018
7. IMahendra Raichand Shah Resigned from Directorship w.e.f. 20/10/2018 6 6 Attended
8. Dipan Jayantilal Shah Resigned from Directorship w.e.f. 20/10/2018 6 6 Attended

PD- Promoter Director) NED - Non-Executive Director) ID — IndependentNon-Executive Director) ED — Executive Director

During the financial year 2018-19 the Audit Committee met Two (2) times on:

1) 20/10/2018 and 2) 15/02/2019.

S. No. Members of Audit Committee Status Number of Committee Meetings held Number of Meetings attended
1. Rajendra Kundanlal Desai Chairman 2 2
2. Richa Manoj Goyal Member 2 1
3. Dhirajlal Raichand Shah Member 2 2

One Nomination and Remuneration Committee meeting was held on 20/10/2018 during thefinancial year under review.

S. No. Members of Nomination and Remuneration Committee Status Number of Committee Meetings held Number of Meetings attended
1. Rajendra Kundanlal Desai Chairman 1 1
2. Richa Manoj Goyal Member 1 1
3. Dhirajlal Raichand Shah Member 1 1

During the financial year 2018-19 the Stakeholders Relationship Committee met one (1)time on 15/02/2019:

S. No. Members of Stakeholders Relationship Committee Status Number of Committee Meetings held Number of Meetings attended
1. Rajendra Kundanlal Desai Chairman 1 1
2. Dhirajlal Raichand Shah Member 1 1
3. Arvind Raichand Shah Member 1 1


Your Company does not have any Subsidiary Joint Venture/ Company or Associate Company.


Policy for selection and appointment of Directors and their remuneration:

The Nomination and Remuneration (N&R) Committee has adopted a Policy which interalia deals with the appointment and remuneration of the director key managerialpersonnel (KMP) and other employees are as under:

The key objectives of the Policy are to lay down the criteria for appointment andremuneration of Directors Key Managerial Personnel and Executives at Senior Managementlevel and recommend to the Board their appointment and also to formulate criteria forevaluation of performance of Independent Directors and the Board and to devise a policy onBoard diversity.

i. Appointment criteria and qualification: The Committee shall identify and ascertainthe integrity qualification positive attributes independence of a director expertiseand experience of the person for appointment as Director Key Managerial Personnel andExecutives at Senior Management level in terms of Diversity Policy of the Board andrecommend to the Board his / her appointment.

A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

The Company shall not appoint or continue the employment of any person as Managing orWhole-time Director who has attained the age of seventy years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.

ii. Remuneration Policy: The Company has a standard remuneration policy for theExecutive and Non Executive Directors which is periodically reviewed by the Nominationand Remuneration Committee. The broad idea for the policy is as under.

• The remuneration / commission / sitting fees as the case may be to theNon-Executive / Independent Director shall be in accordance with the provisions of theAct and the Rules made thereunder for the time being in force or as may be decided by theCommittee / Board /Shareholders.

• An Independent Director shall not be entitled to any stock option of the Companyunless otherwise permitted in terms of the Act and the SEBI(LODR) Regulations 2015 asamended from time to time

• Non-Executive Directors shall be paid a sitting fee for Board Meeting andCommittee Meetings fixed by the Board of Directors from time to time.

• The remuneration / compensation / commission etc. as the case may be to theManaging / Whole Time Director will be determined by the Committee and recommended to theBoard for approval. Subject to the approval of the share holders of the Company andCentral Government wherever required and shall be as per agreement as may be executed inaccordance with the provisions of the Act and Rules made thereunder.

• The Nomination and Remuneration Policy is available on the company s website.

The committee presently consists of three Directors. The Company Secretary acts as theSecretary of the Nomination and Remuneration Committee. Composition of the Nomination andRemuneration Committee is as under:

Name of Directors Category Position
Rajendra Kundanlal Desai Non-Promoter/Independent/Non-Executive Director Chairman
Richa Manoj Goyal Non-Promoter/Independent/Non-Executive Director Member
Dhirajlal Raichand Shah Promoter/Non-Executive Director Member


No sitting fees are paid to Executive Directors. The remuneration policy of the companyis directed towards rewarding performance. The Company has no stock option scheme. Furtherno commission is paid to any of the Directors.

The details of remuneration paid to the Managing Director Whole-time Directorincluding sitting fees paid to Non-Executive Directors of the Company are given in FormMGT-9 forming part of this report.

Shareholding of non-executive directors:

Name of Non' Executive Director No. of shares held as on March 312019 % share holding
Dhirajlal R. Shah 978535 8.77
Arvind R.Shah 662735 5.94
Rajendra K. Desai NIL NIL
Richa Manoj Goyal NIL NIL


The Disclosure required under Section 197(12) of the Companies Act 2013 read with theRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as Annexure — 1 and forms an integral part of this Report.

A statement comprising the names of top 10 employees in terms of remuneration drawn interms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed as Annexure — 2 and forms an integral part of this report.The above Annexure is not being sent along with this annual report to the members of thecompany in line with the provision of Section 136 of the Companies Act 2013.

M embers who are interested in obtaining these particulars may write to the CompanySecretary at the Registered Office of the Company. The aforesaid Annexure is alsoavailable for inspection by M embers at the Registered Office of the Company 21 daysbefore and up to the date of the ensuing Annual General Me eting during the business hourson working days.

There were no employees whose remuneration was in excess of the limits in pursuance ofsection 197(12) of the Companies Act 2013 read with Rule 5(2) of The Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014.


As required under section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) o fthe Companies (Accounts) Rules 2014 the particulars relating to conservation of energyTechnology Absorption and foreign exchange earnings and outgo is appended as an Annexure~3to the Boards Report.


To the best of their knowledge belief and according to the information andexplanations obtained your Directors make the following statements in terms of Section134(3) (c) & 134 (5) of the Companies Act

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 safe guarding 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) T he directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Co mpanies (A ppoint m en t and Remuneration of Managerial Personnel) Rules 2014 ShriBhairav H. Shukla Practicing Company Secretary (CP: 5820) Surat has been appointed asthe Secretarial Auditors to conduct the Secretarial Audit of the Company the SecretarialAudit Report for the financial year ended M arch 312019 is annexed h erewith as Annexure- 4'. T he report is self-explanatory and does not call for any further explanation /comments as required under Section 134(3)(f) of the Companies Act 2013.

The Company has complied with the applicable Secretarial Standards issued by theinstitute of Company Secretaries of India.


M/s. RASESH SHAH & ASSOCIATES Chartered Accountants (Firm Registration No.108671W) were appointed as the Statutory Auditors of the Company for a term of 5 (five)consecutive years at the Annual General Meeting held on September 30 2014. As such M/s.RASESH SHAH & ASSOCIATES terms expired at the conclusion of 11th Annual GeneralMeeting to be held on September 30 2019.

It is proposed to re-appoint M/s. RASESH SHAH & ASSOCIATES Chartered Accountantsas the Statutory Auditors of the Company for a further term of 5 (five) consecutiveyears at the ensuing Annual General Meeting to be held on September 30 2019. They haveconfirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statements referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report does notcontain an y qualification reservation adverse remark or disclaimer.

No fraud has been reported by the Auditors to the Audit Committee or the Board.


The Board of Directors on the recommendation of Audit Committee approved theappointment of M/s. Kann aujiya & Co. Cost Accountants Surat as the Cost A uditorsof the company for the year 2019-20 at a re muneration of Rs.30000/- plus taxes asapplicable and out of pocket expenses. The remuneration of the Cost Auditors is proposedto be ratified by the members at the ensuing Annual General Meeting.

The company has made and maintained books of account and records pursuant to the rulesmade by the Central Government for the maintenance of cost records under section 148(1) ofthe Companies Act 2013.

The Cost Audit Report for the year ended on 31st M arch 2019 will be submitted by IM/s.Kannaujiya & Co. Cost Accountants Surat to the Board of Directors of the company.After consideration and examination by the Board of Directors the company will furnishcost audit report to Central Government in prescribed form.


Employee relations throughout the year were harmonious. Your company treats its humanresources as its important asset contributing to the all-round growth of your company.Industrial relations have continued to be cordial at all levels of the organization duringthe year under review.


Your company is conscious about the need to line up modern management practices. Thecompany has been successfully running RAMCO ERP software since long back. The company hasimplemented BI tools to add further values and to make the information flow more dynamicto top and mid management levels. The company has an internal control system commensuratewith its size and nature of its business which covers areas such as optimum utilization ofresources accurate and prompt recording of transactions safeguarding of assetsadherence to applicable accounting standards and policies review of IT and other systemscompliance with prevalent statutes management policies and procedures. These are aimed atgiving the Audit Committee a reasonable assurance on the reliability of financialreporting and statutory & regulatory compliances effectiveness and efficiency of yourCompanys operations. The Internal Financial Control Systems are reviewed periodically andrevised to keep in tune with the changing business environment.

Statutory Auditors of the company has conducted audit of internal financial controlsystem over financial reporting and operating effectiveness of such controls. Separateaudit report on internal financial control is annexed to Auditors Report and forming partof this report.


Audit Committee presently consists of three Directors. The composition of AuditCommittee is as follows.

Name of Directors Category Position
Rajendra Kundanlal Desai Non-Promoter/Independent/Non-Executive Director Chairman
Richa Manoj Goyal Non-Promoter/Independent/Non-Executive Director Member
Dhirajlal Raichand Shah Promoter/Non' Executive Director Member

There are no instances where the Board has not accepted any recommendation of the AuditCommittee.


In pursuance of the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns or grievancesabout unethical behavior actual or suspected fraud or violation of the company s code ofconduct or ethics policy has been established. The Vigil Mechanism Policy has beenuploaded on the website of the Company.


The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occur may adversely affect either or value to shareholders ability of Company toachieve objectives ability to implement business strategies. Such inherent risks arecategorized into Strategic risk Operating risk and Regulatory risk. Managing Director andother Director of the Company in consultation with Audit Committee will review from timeto time the risk and suggest steps to be taken to control and mitigate the same through aproperly defined framework. It may be noted that none of the identified risks is of anature which would threaten the existence of the Company. We consistently and periodicallyreview our systems and policies in order to establish sound risk management and internalcontrol systems.


Extract of the Annual Return of the company is annexed herewith as Annexure 5 pursuantto section 92(3) of the CompaniesAct2013 and rule 12(1) of the Companies (Management andAdministration) Rules 2014.


During the year under review the company has not advanced any loans given anyguarantees or provided any security or made any investments covered under the provisionsof section 185 and 186 of the Companies Act 2013. The company has complied with theprovisions of the Companies Act 2013 with respect to Investments made guarantee givenand security provided in previous year. Necessary disclosure has been made in the notes tothe financials statements.


All related party transactions that were entered into during the financial year were inthe ordinary course of business and were on arm s length basis. All related partytransactions for the year are placed before the Audit Committee as well as before theBoard for approval. The transactions entered into with related parties are reviewed on aquarterly basis by the Audit Committee. There were no materially significant related partytransactions which could have potential conflict with interest of the company at large.

Members may refer to Note no. 25 to the Financial Statements which sets out relatedparty disclosures pursuant to Ind AS.


The Company has devised a Policy for performance evaluation of the Board Committeesand other individual Directors (including Independent Directors) which include criteriafor performance evaluation of Non-executive Directors and Executive Directors. Theexercise was carried out through a structured evaluation process covering various aspectsof the Boards functioning such as composition of the Board & committees experience& competencies performance of specific duties & obligations governance issuesetc. Separate exercise was carried out to evaluate the performance of individual Directorsincluding the Board Chairman who were evaluated on parameters such as attendancecontribution at the meetings and otherwise independent judgment safeguarding of minorityshareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.


Hon ble National Company Law Tribunal Ahmedabad Bench (NCLT) vide its order dated 10thMay 2019 has approved the Scheme of Amalgamation of Fairdeal Filaments Limited ( FFL orTransferor Company ) with Shahlon Silk Industries Limited ("SSIL" or"Transferee Company ) and their respective Shareholders and Creditors under Sections230 — 232 and other applicable provisions of the Companies Act 2013. Except abovethere are no other significant and material orders passed by the Regulators or Courts ortribunals which would impact the going concern status of the Company and its futureoperations.


The Scheme of Am algamation of Fairdeal Filaments Limited ( FFL or Transferor Company )with Shahlon Silk Industries Limited ( SSIL or Transferee Company ) and their respectiveShareholders and Creditors under Sections 230 - 232 and other applicable provisions of theCompanies Act 2013 has been sanctioned by the National Company Law Tribunal AhmedabadBench (NCLT) vide its order dated 10th May 2019. The appointed date of the scheme isApril 1 2018 and effective date of amalgamation is June 12019.

Except above there have been no other material changes and commitments affecting thefinancial position of the Company between the end of the financial year and date of thisreport. There has been no change in the nature of business of the Company.


The Company has zero tolerance for sexual harassment at work place and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder. The company has also complied with provisions relating to the constitution ofInternal Complaints Committee under the said Act.

During the year under review the company has not received any complaints on sexualharassment and hence no complaints remain pending as of 31 M arch 2019.


During the year under review the Company has not transferred any amount to Reserves.


The Company is under process of listing and hence the Listing Regulations are yet notapplicable to the Company.

Hence Corporate Governance Report does not form the part of Annual Report.

Ackno wledgment

Your Directors express their grateful appreciation for the assistance and co-operationreceived from the Banks Financial Institutions Government Authorities CustomersSuppliers and Shareholders during the year under review. Your Directors also wish to placeon record their deep sense of appreciation for committed services of employees of theCompany at all the levels.

For and on behalf of the Board of Directors
Place : Surat Dhir ajlal. R. Shah
Date : 16.08.2019 Chairman