You are here » Home » Companies » Company Overview » Shilchar Technologies Ltd

Shilchar Technologies Ltd.

BSE: 531201 Sector: Engineering
NSE: N.A. ISIN Code: INE024F01011
BSE 00:00 | 26 Nov 210.35 -3.10
(-1.45%)
OPEN

213.00

HIGH

218.65

LOW

205.40

NSE 05:30 | 01 Jan Shilchar Technologies Ltd
OPEN 213.00
PREVIOUS CLOSE 213.45
VOLUME 1824
52-Week high 262.75
52-Week low 160.10
P/E 17.12
Mkt Cap.(Rs cr) 80
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 213.00
CLOSE 213.45
VOLUME 1824
52-Week high 262.75
52-Week low 160.10
P/E 17.12
Mkt Cap.(Rs cr) 80
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shilchar Technologies Ltd. (SHILCHARTECH) - Director Report

Company director report

Your Directors have pleasure in presenting the SS Annual Report on the business andoperations of the Company and the Audited Accounts for the Financial Year ended 31st March2021.

1. FINANCIAL RESULTS:

[Rupees in Lakhs]

2020-21 2019-20
Revenue from Operations 11781 47 7.127.57
Other Income 239 47 298 98
Total Revenue 12020.94 7426.55
Less: Expenses before Interest and Depreciation 10.830.40 6.822.51
Less: (a) Interest 216.35 146.08
(b) Depreciation 251.01 259.01
Profit / (Loss) Before Tax 723.19 19895
Less: Tax Expenses
Current Tax 157 20 34 99
Deferred Tax 14.24 1351
Short / (Excess ) provision of earlier year (0 49) 0.67
Profit after Tax 552.23 149.77

TRANSFER TO RESERVES:

No amount is transferred to the reserves by the Company.

2. DIVIDEND:

Your Directors have recommended a dividend of Rs 1 50 per share (i.e. 15%) on Company'spaid up equity share capital comprising of 38.13.400 equity shares of Rs. 10/- each

Thus the total dividend outgo for the current fiscal will amount to Rs 5720.100/-.

3. OPERATIONAL HIGHLIGHTS AND PROSPECTS STATEMENT OF AFFAIRS:

The Company earned operational income of Rs 11.781 47lacs compared to Rs 7.127 57 lacsfor the previous year The other income is Rs.239.47 lacs as compared to Rs.298.98 lacs inthe previous year.

The total revenue for the year is Rs12.020 94lacs against Rs 7.42655 lacs in theprevious year. Profit after tax is Rs.55223 lacs as compared to previous year figure ofRs 149 77 lacs

During the period under review your company was able to export transformers valuing Rs26 69 Crores as compared to previous year Rs 16.13 Crores

The Company has concentrated on catering needs of renewable energy sector includingsolar and wind energy in local market wherein the Company has been enjoying commendableposition being one of the top companies in India supplying transformers for renewableenergy

There is no change in nature of business of the Company during the financial year.TheCompany has prepared the Financial Statements for the Financial Year 2020-2021 inaccordance with Indian Accounting Standards {IND-AS).

Due to the worldwide uncertainty caused by Covid-19 and its potential to impact thecompany the company has put in place mitigation plans to minimize the adverse impact onboth revenue and profitability

PROSPECTS:

We expect that post COVID-19. the current economic scenario would show positive signalof growth in power production sector cement sector construction service sectors etc.The Company also looks forward new business from local private sectors but it largelydepends on how the new power projects will take place under the initiatives taken by theCentral Government

EXPANSION OF CAPACITY AT NEW FACTORY:-

The Company has made investment of around Rs. 35 crores for new production facilitylocated on Padra - Jambusar highway The new facility has state-of-the at with modernequipment and material handling system. The Company has already started manufacturingoperations at the new factory and would be able to achieve 100% capacity utilization innext 2-3 years

INSURANCE:

All the properties of the Company including buildings plant & machinery and stockshave been insured 4.

ACCREDITATION:

Your Company has taken BIS approval for many ratings of transformers during the yearThe Company has also received ISO 9001:2015 Certificate for its new plant during year18-19

5. CREDIT FACILITIES:

To fund expansion at new factory and for working operators the Company has availedworking capital loan and Foreign Currency Term loan from HDFC Bank Limited & The HongKong and Shanghai Banking Corporation Limited During the year under review the Companywas comfortable in meeting its financial requirements. Effective financial measures havebeen 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 Dividendrelating to the financial year ended on 31/03/2013 was due for remittance on or before^"October 2020to the Investor Education and Protection Fund established by theCentral Government Pursuant to the provisions of Section 125 of the Companies Act. 2013every year the Company transfers shares to IEPF Account of Central Government for whichdividend has remained unclaimed' unpaid for consecutive 7 years. During the financial year2020-21. the Company transferred unclaimed dividend amount of Rs. 16796.'- with IEPFAccount of Central Government. Further the Company transferred 691 Equity Shares withIEPF Account for which dividend was unclaimed for seven consecutive years

7. SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2021 was Rs 3.81.34.000/- divided into38.13 400 Equity Shares of Rs 10 each During the year under review the company has notissued any shares or any convertible instruments

8. MATERIAL CHANGES

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.

9. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARMNGS AND OUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange 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 Annexureland is attached to this report.

10. RISK MANAGEMENT

The Company has framed a sound Risk Management Policy to identify and evaluate businessrisks and opportunities and the same has become integral part of Company's day to dayoperations The key business risks identified by the Company are as follows viz IndustryRisk Management and Operations Risk Market Risk Government Policy risk. Liquidity riskand Systems risk. The Company has in place adequate mitigation plans for the aforesaidrisks.

11. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per the provisions of Companies Act 2013 regarding Corporate Social ResponsibilityCompany have spent CSR expenditure as per Annexure- II attached

12. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

There were no loans guarantees made by the Company under Section 186 of the CompaniesAct 2013 during the year under review and hence the furnishing above information is notapplicable. Particulars of Investments are mentioned in Schedule 8 of the FinancialStatements.

13. RELATED PARTY TRANSACTIONS

Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business There were no materiallysignificant related party transactions with the Company's Promoters. Directors. Managementor their relatives which could have had a potential conflict with the interests of theCompany Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee for its omnibus approval andthe particulars of contracts entered during the year as per Form AOC-2 is enclosed asAnnexure* RL

The Board of Directors ol the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthereunder and the Listing Regulations. This Policy was considered and approved by theBoard has been uploaded on the website of the Company at https://www.shilchar.com/underinvestors.' policy documents' Related Party Policy link.

14. DIRECTORS

In accordance with the provisions of the Companies Act. 2013 and in terms of theMemorandum and Articles of Association of the Company. Mr. Alay J. Shah Director shallretire by rotation and he is eligible for re appointment. There is no change inconstitution of the Board during the year under review

Mr. Rajesh Rama Varma {DIN-010343251 has been appointed as an Additional Director - NonExecutive (Independent) for tenure of 5 years effective from February 8. 2020 up toFebruary 7.2025 and his appointment has been regularized as Non- Executive- IndependentDirector at 34th Annual General Meeting

Mr. Zarksis Parabia {holding DIN 02667359). has been re-appointed as IndependentDirector of the Company for further term of five consecutive years from March 14.2021 upto March 23. 2026 at 34''Annual General Meeting

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 carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit. Nomination ^Remuneration andCompliance Committees The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

14.2 REMUNERATION POLICY

The Board has. on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors. Independent Directors. SeniorManagement 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 lour Board Meetings and four Audit Committee Meetings were convened andheld The details of which are given in the Corporate Governance Report The intervening gapbetween the Meetings was within the period prescribed under the Companies Act. 2013.

The required particulars of various Committees are stated in the Corporate GovernanceReport attached herewith.

14.4 DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to quality themselves to be appointed as Independent Directors under the provisions ofthe Companies Act. 2013 Listing Regulations and the relevant rules The IndependentDirectors confirm that they are not aware of any circumstance or situation which exist ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgment and without any external influence andthat 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 SEBIListing Regulations.

14.5 WHISTLE BLOWER POLICY

The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directorspursuant to Section 177 of the Companies Act 2013 and the Rules made thereunder to reportgenuine concerns of Directors and Employees The Policy has been uploaded on the Company'swebsite and can be accessed at the webhttps://wwwshilchar.com/under investors/ policydocuments 'Whistle Blower Policy-

15. AUDIT COMMITTEE AND VIGIL MECHANISM

The composition and other particulars of Audit Committee are provided in the CorporateGovernance 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 reportgenuine concerns has been established. The Vigil Mechanism Policy has been uploaded on thewebsite of the Company at www.shilchar.com under investors/policy documents' VigilMechanism Policy link.

16. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standard 1(SS-1) relating to the meetingsof the Board of Directors and Secretarial Standard 2 (SS-2) relating to the Generalmeetings issued by the Institute of Company Secretarial o! India and approved by theCentral Government.

17. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act. 2013 theBoard hereby submits its responsibility Statement:—

(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

(c) Financial year and of the profit and loss of the company lor that period;

(d) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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;

(0 The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and wore operatingeffectively: and

(g) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems wore adequate and operating effectively.

18. ANNUALRETURN

The Annual Return will be placed at the website of the Company at Investors Desk inAnnual Reports option on https://shilchar.com/power/investors-desk/Annual Return.

19. SUBSIDIARIES JOINT VENTURESAND 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 reviewNo Unsecured loan availed from Directors during the year

21. AUDITORS

21.1 STATUTORY AUDITORS

The Company at 31' Annual General Meeting held on 11 08.2017 made an appointment ofM/s. CNK & Associates LLP. Chartered Accountants Vadodara as Statutory Auditors iohold the office for term of 5 years until the conclusion of the 36'Annual General Meeting.The auditors have also confirmed that they hold a valid certificate issued by the PeerReview Board of the Institute of Chartered Accountants of India and have conveyed theireligibility to continue to hold the office for remaining term.

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 hasappointed M/s. Kashyap Shah & Co. a Practicing Company Secretaries to undertake theSecretarial Audit of the Company The Report of the Secretarial Audit Report is annexedherewith as "Annexure-V

21.3 COST AUDITORS

Pursuant to provisions of section 148 of the Companies Act 2013 and the Companies(Audit & Auditors) Rules 2014the Board on the recommendation of the AuditCommittee has approved the appointment of Mrs K.H SHAH & Co Cost Accountants 3S theCost Auditors and remuneration payable to them to conduct the audit of the cost recordsof the Company for the financial year ending March 312021. The Company has received aletter from M/s. K.H. SHAH & Co Cost Accountant Vadodara showing their willingnessto be appointed as a cost Auditors stating that they are not disqualified under section148(2) read with section 141(3) of the Companies Act 2013.

21.4 INTERNAL AUDITORS

M's Naresh & Co (FRN: 106928W) Chartered Accountants has been appointed asInternal Auditor o! the company on October 29 2020 to perform the duties of InternalAuditor from the financial year 2020-2021. Their report is reviewed oy the audit committeefrom time to time.

22. OBSERVATION OF AUDITORS

There are no material qualifications reservations or adverse remarks made by theAuditors Observations of auditors are self- explanatory and do not call for furtherinformation.

23. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal controls Internal Finance Control tosafeguard and protect from loss unautherized use or disposition of its assets. All thetransactions are properly autherized recorded and reported to the Management The Companyis following all the applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements. The internal auditor of the company checksand verifies the internal control and monitors them m accordance with policy adopted bythe company.

The Company continues to ensure proper and adequate systems and procedures commensuratewith 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 EQURY

The Company has not issued any Sweat Equity Shares during the year under review. C.BONUS SHARES

No Bonus Shares wore 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 DisclosureRequirements) Regulations. 2015. a separate Section on Corporate Governance on corporategovernance practices followed by the Company together with a certificate from theCompany'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 thisReport

27. PARTICULARS OF EMPLOYEES:

Disclosure under the provisions of Section 197 of the Companies Act 2013 read withRule 5 of ihe Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014with reference to remuneration of employees in excess of the limits prescribed arehereunder:

Particulars Name of the Employee: Mr Alay Shah
Designation of the Employee Managing Director'
Remuneration Received Rs.10.307.049/*
Nature of Employment whether contractual / otherwise Permanent
Qualification and experience of the Employee 30 years
Date of commencement of employment 1990
The age of the employee 55 Years
The last employment held by such employee Before joining the Company NA
The percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub - rule (2) of Rule NA
Whether any such employee is a relative of any director or manager of the company and if so name of such director or manager NO

The information required under Section 197 (12) of the Companies Act. 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules.2014 as amended has been furnished herein below

The percentage increase in remuneration of each Director. Chief Financial Officer andCompany Secretary during the financial year 2020-2021. ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2020-2021 and the comparison of remuneration of each Key Managerial Personnel (KMP)against the performance of the Company are as under:

Name of Director/ KMP and Designation % increase/decrease (-) in Remuneration in the Financial Year 2020-2021 Ratio of remuneration of each Director / to median remuneration of employees
1. Mr.Alay Shah Managing Director Nil 41.45:1
2. Mr Prajesh Purohit. Chief Financial Officor Nil 5.17:1
3 Ms. Niki Tiwan. Company Secretary Nil 0.78:1

Note:

i) Independent Directors are paid only sitting tees and hence not included in the abovetable.

ii) The median remuneration of employees of the Company during the financial year wasRs 19240.

iii) In the financial year there was a increase' decrease of NIL % in the medianremuneration of employees;

iv) Therewere115 permanent employees on the rolls of Company as on March 31. 2021

v) Average percentage decrease made in the salaries of employees other than themanagerial personnel in the last financial year ie. 2020-2021 wasO.94% whereas thedecrease in the managerial remuneration for the same financial year was Ni1%.

vi) Remuneration paid is as per the Remuneration Policy for Directors Key ManagerialPersonnel and other Employees. Mono of the Directors of the Company are in receipt of anycommission from the Company

28. COST AUDIT& COST RECORDS

Pursuant to Section 148 of the Companies Act. 2013 road with the Companies (CostRecords and Audit) Amendment Rules. 2014 dated 31/12/2014. the activity of your Companyfalls under Non-regulated sectors and hence maintenance of cost records as well as thecost audit as the case may be has been applicable to the Company for the Financial Year2020-2021.

29. HUMAN RESOURCES:

During the period under review the personal and industrial relations with theemployees remained cordial in all respects. The management has always carried outsystematic appraisal of performance and imparted training at periodic intervals TheCompany recognizes talent and has judiciously followod the principle of rewardingperformance

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION AND REDRESSAL) ACT. 2013.

The Company has zero tolerance (or sexual harassment at its workplace. The Company hasadopted an Anti-harassment Policy in line with the requirements of the Sexual Harassmento( Women at Workplace (Prevention. Prohibition and Redressal) Act 2013. InternalComplaint Committee are set up to redress complaints received regularly and are monitoredby women line supervisors who directly report to the Chairman & Managing Director Nocomplaint is outstanding as on March 31. 2021 for redressal

(i) Number of complaints tiled 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 yea: Nil

31. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS COURTS

During the year no significant and material order was passed by the Regulators orcourts

32. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Autherities for their continued support extended toyour Companies activities during the year under review Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors
For SHILCHAR TECHNOLOGES LIMITED
Place: Bit District Vadodara
Date: 04.06.2021
ALAYSHAH
MANAGING DIRECTOR (DIN- 00263538)

.