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Shaily Engineering Plastics Ltd.

BSE: 501423 Sector: Industrials
NSE: SHAILY ISIN Code: INE151G01010
BSE 14:21 | 26 May 1796.95 20.65
(1.16%)
OPEN

1808.10

HIGH

1808.10

LOW

1701.10

NSE 14:09 | 26 May 1802.05 33.70
(1.91%)
OPEN

1874.00

HIGH

1874.00

LOW

1699.95

OPEN 1808.10
PREVIOUS CLOSE 1776.30
VOLUME 186
52-Week high 2323.00
52-Week low 1110.00
P/E 43.99
Mkt Cap.(Rs cr) 1,648
Buy Price 1782.10
Buy Qty 2.00
Sell Price 1793.55
Sell Qty 1.00
OPEN 1808.10
CLOSE 1776.30
VOLUME 186
52-Week high 2323.00
52-Week low 1110.00
P/E 43.99
Mkt Cap.(Rs cr) 1,648
Buy Price 1782.10
Buy Qty 2.00
Sell Price 1793.55
Sell Qty 1.00

Shaily Engineering Plastics Ltd. (SHAILY) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 41st Annual Report together with theAudited statement of Accounts for the year ended on 31 March 2021.

OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY :

(? in lacs)

Particulars 2020-21 2019-20
Total Income 36317.71 33703.30
Gross Operating Profit 6213.77 5908.99
(Profit before Interest Depreciation & Tax)
Finance Cost 1272.82 1049.90
Depreciation & amortization expense 1952.60 1789.32
Profit before Tax 2988.35 3069.77
Provision for Tax 786.27 710.75
Profit after Tax 2202.08 2359.02
Other Comprehensive Income 46.29 (34.62)
Total Comprehensive Income 2248.37 2324.40

The above figures are extracted from the financial statements prepared in accordancewith Indian Accounting Standards (Ind AS) as specified in the Companies (Indian AccountingStandard) Rules 2015 as amended in terms of Regulation 33 of the SEBI (ListingObligations and Disclosure Requirements) Regulation 2015.

APPROPRIATIONS

• Transfer to Reserves

The Company does not propose to transfer amounts to any reserve(s) out of the amountavailable for appropriation.

• Dividend

The Company is expanding its facilities and re-investing cash accruals for the same. Inview of the same the Company has decided not to pay any dividends for the current year.

I n view of the same your Directors do not recommend dividend for this financial year.

The Register of Members and Share Transfer Books will remain closed from Monday 6September 2021 to Tuesday 14 September 2021 (both days inclusive) for the purpose of41st Annual General Meeting ("AGM") scheduled to be held on Tuesday 14September 2021.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Management Discussion and Analysis is set outin this Annual report. Certain statements in the said report may be forward looking. Manyfactors may affect actual results which could be different from what the Directorsenvisage in terms of the future performance and outlook.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure A.

DIRECTORS & KEY MANAGERIAL PERSONNEL

a. Appointment of Independent Directors

The Board of Directors of the Company was further strengthened during the year byappointment of two new Independent Directors on the Board namely Dr. Shailesh Ayyangarand Mrs. Varsha Purandare effective from 29 May 2020 which was approved by the members atthe 40th Annual General Meeting of the Company.

b. Retirement by Rotation

As per the provisions of the Companies Act 2013 Mrs. Tilottama Sanghvi Whole TimeDirector (DIN : 00190481) retires by rotation at the forthcoming 41st Annual GeneralMeeting of the Company and being eligible seeks re-appointment. The Board recommends herre-appointment.

c. Resignation of Mr. Jiten Mathuria Independent Director

Mr. Jiten Mathuria tendered his resignation effective from close of business hours on06 August 2020.

d. Conclusion of tenure of Mr. Sarup Chowdhary Independent Director

Second term of Mr. Sarup Chowdhary Independent Director concluded at the close of40th Annual General Meeting of the Company held on 26 September 2021.

e. Resignation of Mr. Anil Kalra as Chief Executive Officer

Mr. Anil Kalra was appointed as Chief Executive Officer effective from 1 June 2020. Hetendered his resignation as a Chief Executive Officer of the Company effective from closeof business hours on 30 May 2021.

KEY MANAGERIAL PERSONNEL

Mr. Mahendra Sanghvi Executive Chairman Mr. Laxman Sanghvi Executive Director Ms.Tilottama Sanghvi Whole Time Director Mr. Amit Sanghvi Managing Director Mr. AnilKalra Chief Executive Officer Mr. Chintan Shah Chief Financial Officer and Ms. PreetiSheth Asst. Company Secretary & Compliance Officer are Key Managerial Personnel ofthe Company as on 31 March 2021 in accordance with Companies Act 2013.

Mr. Anil Kalra tendered his resignation as a Chief Executive Officer effective fromclose of business hours on 30 May 2021.

MEETINGS OF BOARD

The Board met Four (4) times during the financial year. The meeting details areprovided in the Corporate Governance Report that forms part of this Annual Report. Themaximum interval between any two meetings did not exceed 120 days as prescribed in theCompanies Act 2013.

POLICY ON NOMINATION & REMUNERATION

The existing policy is to have an appropriate mix of Executive and Independentdirectors to maintain independence of the Board and separate its functions of governanceand management. As of 31 March 2021 the Board had 8 members 4 of whom are Executivedirectors and 4 are Independent directors. The Board has two Woman Directors out of whichone Woman Director is an Executive Director and one Woman Director is an IndependentDirector.

The policy of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013 in accordance with SEBI ( Listing Obligations and Disclosure Requirements) 2015 isavailable on our website at https://shaily.com/investors/corporate- governance.

Salient features of the Nomination & Remuneration Policy are as under :

1. Setting out the objectives of the Policy

2. Definitions for the purpose of the Policy

3. Policy for appointment and removal of Director Key Managerial Personnel and SeniorManagement.

4. Policy relating to the remuneration for the Directors Key Managerial PersonnelSenior Management Personnel and other employees.

5. Remuneration to Non-Executive/Independent Directors.

We affirm that the remuneration paid to the Directors is as per the terms laid out inthe Nomination and Remuneration policy of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have given the declaration to the Company thatthey meet the criteria of independence as required under the Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Your Board of Directors confirm the integrity expertise and experience (including theproficiency) of the Independent Directors of the Company.

FAMILIARIZATION PROGRAMME

All new Independent Directors inducted into the Board attended an orientation program.At the time of the appointment of an Independent Director the Company issues a formalletter of appointment outlining his / her role function duties and responsibilities. Theformat of the letter of appointment is available on our website athttps://shaily.com/investors/ corporate-governance

The Board members are provided with necessary reports internal policies periodicalplant visits to enable them to familiarize with the Company's procedures and practices.

Periodic presentations are made at the meetings of the Board and the committees onbusiness and performance updates global business environment business strategy and risksinvolved.

The details of familiarization programme for Independent Directors are available at ourwebsite. at https://shaily.com/ investors/corporate-governance

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of the Board its Committees and of individual directors on anevaluation framework by way of individual and collective feedback from the Directors.

The framework includes evaluation of Directors on various parameters such as:

• Board dynamics and relationships

• Information flows

• Decision - making

• Company performance and strategy

• Tracking board and committee's effectiveness

• Peer evaluation

The outcome of Board Evaluation for F.Y. 2020-21 was discussed by the Nomination andRemuneration committee and the Board in their meetings held on 29 May 2021.

COMMITTEES OF THE BOARD

The Board has four committees namely;

- Audit Committee

- Nomination & Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

A detailed note on the composition of the Board its committees is provided in theCorporate Governance Report.

CORPORATE GOVERNANCE

The Company believes in adopting best practices of corporate governance. Corporategovernance principles are enshrined in the spirit of the Company forming its core values.These guiding principles are also articulated through the Company's code of businessconduct corporate governance guidelines charter of various sub-committees and disclosurepolicy.

Report on Corporate Governance for 2020-21 forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Being an Indian company we are motivated by the Indian ethos of Dharma as a key plankfor organizational self-realization. The Company recognizes that its operations impact awide community of stakeholders including investors employees customers businessassociates and local communities and that appropriate attention to the fulfillment of itscorporate responsibilities can enhance overall performance. The Company continues itsspend to support to local initiatives health/ medical education and sanitation/cleanliness as Corporate Social Responsibility initiatives.

Report on CSR activities undertaken by the Company during the Financial Year 2020-21covered in separate report on CSR annexed as Annexure B.

ANNUAL RETURN

A copy of Annual Return as required under Section 92(3) and Section 134(3)(a) of theAct has been placed on the Company's website athttps://shaily.com/investors/corporate-governance.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure C.

A statement showing the names and particulars of the employees falling within thepurview of Rule 5(2) of the aforesaid rules are provided in the Annual Report. The AnnualReport is being sent to the members of the Company excluding the aforesaid information.The said information is available for inspection at the Registered Office of the Companyduring working hours and the same will be furnished on request in writing to the members.

AUDIT REPORTS AND AUDITORS Audit Reports

• The Independent Auditors' Report for 2020-21 does not contain any qualificationreservation or adverse remark. The Independent Auditors' Report is enclosed with thefinancial statements in this Annual Report.

• The Secretarial Auditors' Report for the 2020-21 does not contain anyqualification reservation or adverse remark. The Secretarial Auditors' Report is enclosedas Annexure D to the Board's Report in this Annual Report.

• As required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Auditors' certificate on Corporate governance is enclosed with theCorporate Governance Report in this Annual Report. The auditors' certification for 2020-21does not contain any qualification reservation or adverse remark.

• The Company has obtained Certificate from M/s Samdani Shah & Co. CompanySecretaries Vadodara and Secretarial Auditors of the Company for DirectorsDisqualification which is enclosed with the Report on Corporate Governance in this AnnualReport. None of the Directors are disqualified.

Reporting of fraud by auditors

During the financial year 2020-21 neither of the auditors viz. Statutory AuditorsSecretarial & Corporate Governance Auditors Internal Auditors and Cost Auditors havereported to the Audit Committee under Section 143(12) of the Companies Act 2013 anyinstances of fraud committed against the Company by its officers or employees the detailsof which would need to be mentioned in the Board's Report.

AUDITORS Statutory Auditors

M/s B S R & Associates LLP Chartered Accountants (Firm Registration number116231W/W-100024) are the Statutory Auditors of the Company till the conclusion of the43rd AGM of the Company to be held in the year 2023.

Details of fees paid to the Statutory Auditors for all service provided by theStatutory Auditor for the 2020-21 forms part of the Corporate Governance Report andfinancials of the Company included in this Annual Report.

Secretarial & Corporate Governance Auditors

The Board has appointed M/s Samdani Shah & Kabra Company Secretaries asSecretarial & Corporate Governance Auditors of the Company for 2021-22 in terms withSection 204 of the Companies Act 2013 with rules made thereunder.

Cost Auditors

M/s Y.S. Thakar & Co. Cost Accountants Vadodara are appointed as Cost Auditors ofthe Company to conduct audit of cost records of the Company for 2021-22.

Based upon the declaration on their eligibility consent and terms of engagement theBoard has appointed them and recommend the ratification of remuneration to be paid to theCost Auditors for 2021-22.

Maintenance of Cost Records as specified by the Central Government under Section 148(1)of the Companies Act 2013 is required by the Company and accordingly such accounts &records are prepared and maintained.

Internal Auditors

The Board has appointed M/s Shah Jain & Hindocha Chartered Accountants based atVadodara Gujarat as Internal Auditors of the Company for 2021-22.

BUSINESS RESPONSIBILITY REPORT

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 underRegulation 34 prescribes that top 1000 listed entities based on market capitalizationcalculated as on March 31 of every financial year shall include Business ResponsibilityReport describing the initiatives taken by the

Company from an environmental social and governance perspective in the format asspecified by the Board from time to time.

The Company falls within the aforesaid criteria for the financial year 2020-21.

The Board in its meeting held on 29 May 2021 has adopted a Policy on BusinessResponsibility Reporting which is available on the website of the Company athttps://shaily.com/investors/ corporate-governance.

Report on Business Responsibility in the format as prescribed by the Securities andExchange Board of India forms part of this Annual Report at Annexure - E.

RISK MANAGEMENT

The Company has a mechanism in place to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.

VIGIL MECHANISM

The Company has a well-defined "Whistle Blower Policy" and has established arobust Vigil Mechanism for reporting of concerns raised by employees and to provide foradequate safeguards against victimization of Directors and employees who follow suchmechanism and has also made provision for direct access to the Chairman of Audit Committeein appropriate cases.

The Vigil Mechanism Policy of the Company is available on the Company's website athttps://shaily.com/investors/corporate- governance

INTERNAL FINANCIAL CONTROL & ITS ADEQUACY

The Company's internal control procedures which includes internal financial controlsensure compliance with various policies practices and statutes and keeping in view theorganization's pace of growth and increasing complexity of operations. The internalauditors team carries out extensive audits throughout the year across all plants andfunctional areas and submits its reports to the Audit Committee of the Board of Directors.

CONTRACTS & ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements entered by the Company during the financial year withrelated parties were in ordinary course of business and on arm's length basis. During theyear the Company has not entered into any contract(s)/arrangement(s)/ transaction(s) withrelated parties which could be considered material.

The Directors draw attention to the members to Note No 33 to the financial statement inthis Annual Report which sets out related party disclosures.

Policy for Related Party Transactions is available on the Company's website athttps://shaily.com/investors/corporate- governance.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loan guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to the financial statements provided in this Annual Report.

DEPOSITS

The Company has not accepted deposits from the public falling within the ambit ofsection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014. Therefore requirement of applicable law and regulations for default in repayment ofdeposits or interest thereon on unclaimed deposits is not applicable.

SECRETARIAL STANDARDS

The Company complies with all the applicable secretarial standards.

OBLIGATION OF COMPANY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.

The Company strongly believes in providing a safe and harassment free workplace foreach and every individual working for the Company. The Company has in place a Policyagainst Sexual Harassment at workplace in line with the requirement of Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013. An InternalComplaints Committee (named as POSH Committee - Prevention of Sexual Harrasment Committee)is in place to redress complaints received regarding Sexual Harassment. All employees(permanent contractual temporary and trainees) are covered under this Policy.

The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

Listing of shares

The Equity shares of the Company are listed on the BSE Ltd. (BSE) with Scrip code501423 and Scrip ID - SHAILY. The Company confirms that the annual listing fees to thestock exchange for 2021-22 has been paid.

Material Changes

There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since 31 March 2021. Further it ishereby confirmed that there has been no change in the nature of business of the Company.

Significant/material orders passed by Regulators/courts/tribunal

There are no significant and material orders passed by the Regulators or Courts orTribunals that may impact the going concern status of the Company's operations in future.

Green Initiative

Electronic copies of the Annual Report 2020-21 and the Notice of the 41st AnnualGeneral Meeting are being sent to all members whose email addresses are registered withthe Company/depository participant(s).

The regulatory authorities i.e. the Ministry of Corporate Affairs ("MCA") andSecurities and Exchange Board of India ("SEBI") in the wake of COVID-19pandemic and measures to contain it MCA vide its General Circular No. 02/2021 dated 13January 2021 and SEBI vide its Circular No. SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated 15January 2021 in continuation of earlier circulars/notifications passed in this regardallowed all the listed entities to send digital copies of the Annual Report and Notice ofthe Annual General Meeting to the shareholders.

It is hereby requested to all the shareholders to kindly update your email id with yourdepository participant to ensure timely receipt of information.

41ST ANNUAL GENERAL MEETING

In order to contain the spread of COVID-19 pandemic and safety precautions to beexercised the Ministry of Corporate Affairs MCA vide its General Circular No. 02/2021dated 13 January 2021 and SEBI vide its Circular No. SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated15 January 2021 continued to allow companies to hold General Meetings through VideoConferencing facility or through any other audio visual means.

This is a welcome move by the Ministry.

Hence this year the Company has decided to hold its 41st Annual General Meetingthrough Video Conference to facilitate members to attend the Annual General Meeting

Details of the meeting and the facility is detailed in the Notice of the 41st AnnualGeneral Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Companies Act 2013 the Directors confirm that ;

(i) i n preparation of the annual accounts for the financial year ended 31 March 2021the applicable accounting standards have been followed alongwith proper explanationrelating to material departures if any;

(ii) They have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and profitand loss of the Company for that period;

(iii) They have taken proper and sufficient care towards the maintenance of adequateaccounting records in accordance with the provisions this Act for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis;

(v) They have laid down internal financial controls which are adequate and areoperating effectively; and

(vi) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

We thank our customers vendors investors bankers for their continued support duringthe year. We place on record our appreciation of the contribution made by our employees atall levels. Our consistent growth is made possible by their hard work solidaritycooperation and support.

We also thank our suppliers customers business partners and others associated withthe Company. We look upon them as partners in its progress. It will be Company's endeavorto build and nurture strong links with the trade based on mutuality of benefits respectto and co-operation with each other consistent with consumer interests and looks upon allthe stakeholders for their continued support in future.

For and on behalf of the Board of Directors

Mahendra Sanghvi

Executive Chairman

Vadodara

29 May 2021

.