To the Members
Your Directors have pleasure in presenting 26th Annual Report on the working of theCompany together with the audited accounts for the financial year ended 31st March 2022.
The financial results of the Company as prescribed in the said Accounts are summarizedbelow :
|Particulars ||2021-22 ||2020-21 |
| ||(Rs. In lacs) ||(Rs. In lacs) |
|Revenue from Operations (Net) ||9717.21 ||8843.30 |
|Other Income ||385.53 ||242.93 |
|Total Revenue ||10102.74 ||9086.23 |
|Less : Total Expenses ||9044.67 ||8262.57 |
|Profit before Finance Cost and Depreciation ||1058.07 ||823.66. |
|Less : Finance Cost ||1258.73 ||1578.83 |
|Depreciation and Amortization Expense ||852.57 ||913.15 |
|Profit before exceptional/extra-ordinary items ||(1053.23) ||(1668.32) |
|Add : Exceptional Items ||1044.79 ||- |
|Profit before Tax ||(8.44) ||(1668.32) |
|Add : Deferred Tax || || |
|Profit for the year from continuing operation ||(8.44) ||(1668.32) |
|Profit/(Loss) from discontinuing operation || || |
|Other comprehensive income ||(0.76) ||(0.93) |
|Profit/(Loss) for the year ||(9.20) ||(1669.25) |
During the year under review the total revenue of the company has improved by 11% i.e.Rs.10102.74 lakhs as compared to Rs.9086.23 lakhs in the previous year. The operatingsurplus (profit before finance cost and depreciation) of the Company was Rs.1058.07 lakhsas compared to Rs.823.66 lakhs in the previous year. During the year the Company hasreduced its finance cost by Rs. 320.10 lakhs and the total loss during the year is Rs.1053.23 lakhs as against total loss of Rs. 1668.32 lakhs in the previous year.
During the year the Company has shown profit of Rs. 1044.79 lakhs as exceptional itemson account of write back of liabilities and partial realisation of sale of immovableproperties of the company and the total loss of the company after comprehensive income ofRs. 0.76 lakhs was Rs. 9.20 lakhs as against total loss of Rs. 1669.25 lakhs in theprevious year.
There has been no change in the nature of business of the Company during the year.There are no significant changes in key financial ratios as compared to immediatelyprevious financial year.
As per new guidelines issued by Govt. of India the Company has been grantedregistration under MSME vide registration no. UDYAM-WB-10-0000193 dated 6th July 2020.
COVID -19 PANDEMIC AND FUTURE OUTLOOK
During the current year ended 31st Mrach2022 the operations of the Company wasslightly impacted due to regional lockdowns caused by COVID-19 pandemic. The Company hasmade an assessment of the recoverability and carrying value of is assets comprising of itsplant and machinery inventories and receivables and other current and non-current assetsas of 31st March2022 and on the basis of evaluation has concluded that no materialadjustments are required in its financial statements. The Company is taking all necessarysteps and precautionary measures to ensure smooth functioning of its operation and toensure safety and well being of all its employees. Given the criticalities associated withnature condition and duration of COVID-19the assessment on recoverability of Company'sassets will be continuously made and provided for if required.
Your Directors do not recommend any dividend on Equity Shares for the year under reviewdue to loss.
During the financial year under review the Company has not transferred any amount toGeneral Reserve in view of loss.
The Company's export turnover was Rs. 2025.89 lakhs during the year under review ascompared to Rs. 1889.71 lakhs in the previous year.
The Company has not accepted any public deposit since its inception.
MODERNIZATION CUM EXPANSION PLAN
The Company has already started commercial production in two imported Looms and hasalso added two imported seaming machines one Stretching Machine and other equipments inits manufacturing facility at Uttarpara unit in West Bengal. Modernisation/expansion planby addition of new machineries/equipments have been completed. The Company is hopeful thatwith the improvement in COVID-19 situation the performance will improve in currentfinancial year.
OUTSTANDING DEBENTURE HOLDERS DUES
The Company has been granted exemption by erstwhile Board for Industrial and FinancialReconstruction (BIFR) vide its order dated 10th June 2010 in respect of applicability ofSection 205C of erstwhile Companies Act 1956. The Company has been making payment to thepublic debentureholders as and when claims are received for redemption of theirdebentures on the basis of legal opinion obtained by the Company.
The nomination of Mr.Arindam Biswas (DIN : 09062921) as Nominee Director of the Companywas withdrawn by Asset Reconstruction Company (India) Ltd. (ARCIL) w.e.f. 20th May 2022.The board placed on record its deep appreciation of valuable contribution made by Mr.Arindam Biswas during his tenure as Director of the Company.
As per provisions of Section 152 of the Companies Act 2013 read with Companies(Appointment and Qualifications of Directors) Rules 2014 Mr. Sunil Khaitan (DIN00385961) Director of the Company retires by rotation and being eligible offer himselffor reappointment. The resolution has been included in the Agenda of the ensuing AnnualGeneral Meeting. Brief particulars of Mr. Sunil Khaitan as required under Regulation 26(4)and 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 havebeen given in the Notice convening the ensuing annual general meeting and your Boardrecommends his re-appointment as set out in the Notice.
KEY MANAGERIAL PERSONNEL (KMPs)
There was no change in key managerial personnel during the year under review.
DECLARATION FROM INDEPENDENT DIRECTORS
Your Company has received declaration from each of the Independent Directors underSection 149(7) of the Companies Act 2013 and Regulation 25(8) of SEBI ListingRegulations 2015 that they meets the criteria of independence laid down in Section 149(6)of the Companies Act 2013 and Regulation 16 of SEBI Listing Regulations 2015 and thatthey are not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact his/her ability to discharge their duties with anobjective independent judgment and without any external influence. All the declarationswere placed before the Board.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board of Directors of the Company based on the recommendation of the Nomination& Remuneration Committee has formulated a Remuneration Policy for selection andappointment of Directors Senior Management and their remuneration. The RemunerationPolicy has been placed on the website of the Company at www. shalimarwires.com under theweblink http://www.shalimarwires.com/uploaded/5b71775bcd5ef_Nomination%20&%20Remuneration%20Policy.pdf
M/s. Khandelwal Ray & Co. Chartered Accountants Kolkata (Regn. No. 302035E) werere-appointed as the Statutory Auditors of the Company to hold office for five consecutiveyears starting from the conclusion of the 21st Annual General Meeting held on 22ndSeptember 2017 until the conclusion of the 26th Annual General Meeting of the Company tobe held during the current year 2022. Accordingly the existing Statutory Auditors are duefor retirement at the ensuing Annual General Meeting.
Subject to the approval of the members of the Company the Audit Committee and theBoard of Directors during their respective meetings held on 10th August 2022 haveconsidered and recommended the appointment of M/s Khandelwal Ray & Co. CharteredAccountants Kolkata (Regn. No. 302035E) as Statutory Auditors of the Company to holdoffice from the conclusion of 26th Annual General Meeting until the conclusion of 31stAnnual General Meeting of Company.
M/s Khandelwal Ray & Co. Chartered Accountants Kolkata (Regn. No. 302035E) havegiven their consent for the proposed appointment as Statutory Auditors of the Company fromthe conclusion of the ensuing Annual General Meeting of the members of the Company. Theyhave further confirmed that the said appointment if made would be within the limitsmentioned u/s 141(3)(g) of the Companies Act 2013.
The Auditors Report for the Financial Year 2021-22 does not contain any qualificationreservation and adverse remark. Further in terms of section 143 of the Companies Act2013read with Companies (Audit and Auditors) Rules 2014 as amended by notification/circularsissued by the Ministry of Corporate Affairs from time to time no fraud
has been reported by the Auditor of the Company where they have reason to believe thatan offence involving fraud is being or has been committed against the Company by officersor employees of the Company.
The Audit Committee in its meeting held on 10th August 2022 has recommended thereappointment of M/s. Mitra Bose & Associates the Cost Auditor to conduct the costaudit of the company for the financial year 2022-23 in terms of section 148(3) of theCompanies Act 2013. Accordingly the Board appointed the said firm of Cost Accountants tocarry out the cost audit for the year 2022-23 on the remuneration as recommended by theBoard to be fixed by members in the ensuing Annual General Meeting of the Company. TheAuditors' Report are self-explanatory and therefore do not call for any furtherexplanations/comments.
The Company has engaged M/s. Chaturvedi & Co. Chartered Accountants as itsInternal Auditor and their scope of work and the plan for audit has been approved by theAudit Committee. The report submitted by them to the Audit Committee is regularly reviewedand their findings are discussed with the senior management and suitable corrective actiontaken on an ongoing basis to improve efficiency in operations.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. MR & Associates Practicing Company Secretaries to undertake theSecretarial Audit of the company for the financial year 2022-23. The report of theSecretarial Audit is annexed herewith as Annexure - III. All the necessary measureshas already been initiated by the Company as suggested by Secretarial Auditor in theirreport.
Further the Company has filed the Annual Secretarial Compliance Report for the yearended 31st March 2022 issued by the Secretarial Auditor with stock exchanges on 30thJune2022.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company complies with all applicable Secretarial Standards.
OTHER DISCLOSURES CORPORATE GOVERNANCE REPORT
The Corporate Governance Report and a certificate from the Statutory Auditors M/s.Khandelwa l Ray & Co. Chartered Accountants regarding compliance of the conditions ofcorporate governance as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements ) 2015 is given in Annexure - Iforming part of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Sec. 135 of the Companies Act 2013 stipulates expenditure of 2% of the average netprofit of preceding 3 financial years on CSR activities. The Act requires the Board toconstitute a Corporate Social Responsibility Committee of the Board which has already beenconstituted. The company has formulated CSR Policy for promotion of education healthcareand other activities which is uploaded on website of the company. The net profit of theCompany during the preceding 3 financial years is below the stipulated limit of Rs. 5crores and hence the relevant provision of the Act is not applicable on the Company.
DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY ETC.
Necessary information pursuant to sub-section (3) of section 134 of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is presented in Annexure-II to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Management Discussion and Analysis Report havebeen made a part of the Annual Report and is annexed to this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has an Internal Control System based on values of integrity and operationalexcellence. Pursuant to the provisions of section 134(5)(e) of the Act Your Company hasin consultation with a reputed consultancy firm strengthened the existing financialcontrols of the Company. Such internal financial controls were found to be adequate for asize of the company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHOCCURRED BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of theCompany that have occurred between the close of financial year ended 31st March2022 anddate of this Directors Report.
SIGNIFICANT AND MATERIAL ORDERS
There are no material/significant orders passed by Regulators/Courts/Tribunals whichwould impact the going concern status of the Company and its future operations.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loan Guarantees and investments covered under the provisions of Section 186of the Companies Act 2013 is given in the Financial Statement forming part of the AnnualReport. The Company has availed working capital and other fund based/non fund basedfacilities from Kotak Mahindra Bank Ltd. During the year the Company had availed furtherworking capital loan from Kotak Mahindra Bank under ECLGS scheme launched by Government ofIndia to mitigate the financial crisis caused by Company due to COVID-19 pandemic.
ENVIRONMENT SAFETY AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company is conscious of clean environment and safe operations. It ensures safety ofall concerned compliance with environmental regulations and preservation of naturalresources. As required under section 4 of TheSexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 the Company has an internal policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints.During the year under review no complaints were reported to the Board.
Adequate insurance cover has been taken for properties of the Company includingbuildings plant and machineries and stocks against fire earthquake and other risks asconsidered necessary. The Company has also taken Directors & Officers LiabilityInsurance to protect and safeguard the directors and officers of the Company from the riskof getting sued or being held legally responsible for any sort of malpractices negligenceor injury.
The Annual Return can be assessed at Company's website at www.shalimarwires.com and theweblink is http:// shalimarwires.com/others/62fdf7d104d42_Annual%20Retum%20-%202021.pdf
The issued and subscribed capital of the company as on 31st March 2022 is Rs. 855.10lakhs comprising of 42755123 equity shares of Rs. 2/- each and there is no change inshare capital since last year.
NUMBER OF BOARD MEETINGS
The Board of Directors meeting were held five times during the year ended 31st March2022 through audio-visual means (i.e. on 29.06.2021 12.08.2021 18.09.2021 12.11.2021and 12.02.2022) The details of the Board meetings and the attendance of Directors areprovided in the Corporate Governance Report.
COMPOSITION OF COMMITTEE OF DIRECTORS
The Board has constituted the following Committees of Directors: (a) Audit Committee(b) Nomination & Remuneration Committee. (c) Stakeholders' Relationship Committee. Thedetailed composition of above Committees is given in Corporate Governance Report.
RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arm's length basis and are incompliance with the Companies Act 2013 and the Listing Regulations. There are nomaterially significant related party transactions made by the Company with PromotersDirectors or Key Managerial Personnel etc which may have potential conflict with theinterest of the Company at large. All related party transactions are presented to theAudit Committee and the Board for its approval.The related party transactions policy asapproved by the Board is uploaded on Company's website: www.shalimarwires.com and weblinkis: http://www.shalimarwires.com/uploaded/ 54dee8640b2a6_POLICY%200N%20RELATED%20PARTY%20TRANSACTI0NS.pdf
Disclosure as required under Accounting Standard- 18 and in terms of point A(2) andSchedule V of the SEBI Listing Regulations 2015 have been made in note no. 39 to thefinancial statements for the year ended 31st March2022.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
In terms of Regulation 25(7) of the SEBI Listing Regulations 2015 your Company isrequired to conduct Familiarisation Programme for Independent Directors (IDs) tofamiliarise them about the Company including nature of industry in which your Companyoperates roles rights and responsibilities of IDs and any other relevant information.Further pursuant to Regulation 46 of the SEBI Listing Regulations 2015 your Company isrequired to disseminate on its website details of familiarisation programme imparted toIndependent Directors during the year. During the year under review five familiarisationprogrammes were conducted during the Board meetings of the Company. Further the Board hasopen channels of communication with the executives which allows free flow of communicationamong Directors in terms of raising query seeking clarifications and other relatedinformation. The Programme is available for inspection at www.shalimarwires.com andweblink is http://www.shalimarwires.com/ others/62de68b5365f3_FAM ILIARISATI0N%20PR0GRAMME.pdf
ANNUAL EVALUATION OF BOARD AND IT'S COMMITTEES PERFORMANCE
During the financial year the Board evaluated its own performance as well as that ofits Committees and individual Directors. The exercise was carried out covering variousaspects of the Boards functioning such as composition of the Board &committeesqualification experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of Non-Independent Directors. The performance of Independent Directors hasbeen evaluated based on the guidelines as provided under Schedule IV of the Act. Theevaluation of the Independent Directors was carried out by the entire Board except by theDirector being evaluated. The directors were satisfied with the evaluation results whichreflected the overall engagement of the Board and its Committees with the Company.
PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
The prescribed particulars of employees and other details as required under Section 197of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as Annexure - IV tothis report. There was no employee who is in receipt of annual / monthly remuneration asprescribed under relevant provisions of the Act and the details of remuneration of top 10employees' are available for 21 days before the Annual General Meeting and shall be madeavailable to any shareholder through electronic mode on the request being sent email@example.com as required under provision of section 197 of the CompaniesAct 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY
As required under section 177(9) & (10) of the Companies Act 2013 the Company hasestablished a vigil mechanism/whistle blower policy. The policy allows intimation byaffected persons in good faith of concern or misconduct through a written communication.The Audit Committee oversees the vigil mechanism for disposal of the complaint. Directaccess to the Chairman of the Audit Committee is also allowed in exceptional cases. Thevigil mechanism/whistle blower policy is available on the Company's website atwww.shalimarwires.com under the weblink: http://www.shalimarwires.com/uploaded/54dee9cacd6ff_Whistle%20Blower%20Policy.pdf
The Company has laid down the procedures to inform to the Board about the riskassessment and minimization procedures which shall be responsible for framingimplementing and monitoring the risk management plan of the company.
DIRECTORS' RESPONSIBILITY STATEMENT
The Audited Accounts for the year under review are in conformity with the requirementsof the Act and the Accounting Standards. The financial statements reflect fairly the formand substance of transactions carried out during the year under review and reasonablypresents your Company's financial condition and results of operations.
In terms of provisions of Section 134(5) of the Companies Act 2013 your Board ofDirectors to the best of their knowledge and ability confirm that:
i) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures if any saveand except as mentioned in the Auditors' Report.
ii) The Directors have 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 loss of the Company for that period;
iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv) The Directors have prepared the annual accounts on a going concern basis;
v) The Directors have laid down adequate internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; and
vi) There is a proper system to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.
Following disclosures are made under the Companies (Accounts) Rules 2014:
i) The financial summary or highlights are discussed at the beginning of this report;
ii) There is no change in the nature of business;
iii) There is no company which has become or ceased to be the Company's subsidiaryjoint venture or associate company during the year;
iv) There were no significant or material order was passed by the regulators or courtsor tribunals which impact the going concern status and its future operations;
v) There have been no material changes and commitments affecting the financialposition of the Company which occurred between the end of the financial year to which thefinancial statements relate and the date of this report.
The Company continued to have cordial relations with the employees at its plant locatedat Uttarpara Registered
Office and Branch Offices and the Board records its appreciation for the usefulcontribution made by them.
Your Directors place on record their deep appreciation for the support and cooperationextended by the lenders i.e.
Financial Institutions and Banks customers suppliers employees investors andGovernment Authorities during the year.
|Place: Kolkata ||By Order of the Board |
|10th August 2022 ||Shalimar Wires Industries Limited |
|Registered Office: ||Sunil Khaitan |
|25 Ganesh Chandra Avenue ||Chairman & Managing Director |
|Kolkata - 700 013 ||DIN - 00385961 |