Your Directors have pleasure in presenting the 38th Annual Report on
the business and operations of the Company and the Audited Accounts for the
Financial Year ended 31st March, 2024.
1. FINANCIAL RESULTS
|
2023-24 |
2022-23 |
Revenue from Operations |
39,687.82 |
28,024.12 |
Other Income |
1,283.34 |
808.12 |
Total Revenue |
40,971.16 |
28,832.24 |
Less: Expenses before Interest and Depreciation |
28,357.88 |
23,316.52 |
Less: (a) Interest |
20.97 |
59.96 |
(b) Depreciation |
259.84 |
240.36 |
Profit/(Loss) Before Tax |
12,332.47 |
5,816.04 |
Less: Tax Expenses |
|
|
Current Tax |
3,131.16 |
1,489.92 |
Deferred Tax |
11.60 |
10.74 |
Short/(Excess) provision of earlier year |
0.90 |
3.14 |
Profit after Tax |
9,188.81 |
4,312.24 |
Transfer To Reserves
No amount is transferred to the reserves by the Company.
2. DIVIDEND
Your Directors have recommended a dividend of Rs 12.50 per share (i.e.
125%) on Company's paid up equity share capital comprising of 7,626,800 equity shares
of Rs 10/- each. Thus, the total dividend outgo for the current fiscal will amount to
Rs 9,53,35,000/-.
3. OPERATIONAL HIGHLIGHTS AND
PROSPECTS/STATEMENT OF AFFAIRS
The Company earned operational income of Rs 39,687.82 Lakhs compared to
Rs 28,024.12 Lakhs for the previous year. The other income is Rs 1,283.34 Lakhs compared
to Rs 808.12 Lakhs in the previous year. The total revenue for the year is Rs 40,971.16
Lakhs against Rs 28,832.24 Lakhs in the previous year. Profit after tax is Rs 12,332.47
Lakhs as compared to previous year figure of Rs 5,816.04 Lakhs.
The Company has concentrated on catering needs of renewable energy
sector including solar and wind energy in local market where in the Company has been
enjoying commendable position being one of the top companies in India supplying
transformers for renewable energy. There is no change in nature of business of the Company
during the financial year. The Company has prepared the Financial Statements for the
Financial Year 2023-2024 in accordance with Indian Accounting Standards (Ind AS).
Moreover, During the year Registered Office of the Company was shifted
from Bil Road, Bil - 391 410, Dist. Vadodara, India to Block No 460, Near Muval sub
station, Padra Jambusar highway, Gavasd, Vadodara, Gujarat, 391430.
The Company has already started Phase-1 expansion and it is expected to
be operational from July 2024. It will enable enhancement of the capacity from 4000 MVA to
5500 MVA.
The office building which is under construction is expected to be
completed by July 2024. The Company has already started working on the Phase-2 expansion
which will increase our capacity from 5500 MVA to 7500 MVA.
Insurance
All the properties of the Company including buildings, plant &
machinery and stocks have been insured.
4. ACCREDITATION
Your Company has taken BIS approval for many ratings of transformers
during the year. The Company has also received ISO 9001:2015 Certificate year 2018-19.
5. CREDIT FACILITIES
Company has availed working capital facilities from HDFC Bank Limited
& The Hong Kong and Shanghai Banking Corporation Limited. During the year under
review, the Company was comfortable in meeting its financial requirements. Effective
financial measures have been continued to reduce cost of interest and bank charges.
6. TRANSFER OF UNCLAIMED DIVIDEND TOINVESTOR EDUCTION AND PROTECTION
FUND
In terms of Section 125 of the Companies Act, 2013, any unclaimed or
unpaid Dividend relating to the financial year ended on 31st March, 2017 was due for
remittance on or before 27th July, 2024 to the Investor Education and Protection
Fund established by the Central Government. Pursuant to the provisions
of Section 125 of the Companies Act, 2013, every year the Company transfers shares to IEPF
Account of Central Government for which dividend has remained unclaimed/ unpaid for
consecutive 7 years.
During the financial year 2023-24, the Company transferred unclaimed
dividend amount of Rs 17,681.50 with IEPF Account of Central Government on 19th September,
2023. Further, the
Company transferred Equity Shares with IEPF Account effective from 3rd
April, 2023, for which dividend/interim dividend were unclaimed for seven consecutive
years. The amount of Unpaid/ Unclaimed Dividend Account 2016-2017 Rs 1,66,314/- and it
will be transferred to Investor Education and Protection Fund by 29th July, 2024.
7. SHARE CAPITAL
At the Annual General Meeting of the Company held on 25th
August, 2023, The authorized share capital was increased from Rs 5,00,00,000/- (Rupees
Five Crores) divided into 50,00,000 (Fifty Lakhs) Equity Shares of Rs 10/- (Rupees Ten) to
Rs 10,00,00,000/- (Rupees Ten Crores) divided into 1,00,00,000/- (One
Crores) Equity Shares of Rs 10/- (Rupees Ten) each by creation of 50,00,000 (Fifty Lakhs)
Equity Shares of Rs 10/- (Rupees Ten) each ranking pari passu with the existing Equity
Shares of the Company. During the year under review, the Company has issued 38,13,400
bonus equity share in the ratio 1:1 to the existing equity shareholders of the Company.
The paid-up Equity Share Capital as on 31st March, 2024 was Rs 7,62,68,000/-, divided into
76,26,800 Equity Shares of
Rs 10/- each.
8. MATERIAL CHANGES AND COMMITMENTOCCURRED AFTER THE END OF FINANCIAL
YEAR AND UP TO THE DATE OF REPORT
No material changes and commitments affecting financial position of the
ends of the financial year to relate and the date of this report.
9. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014
is furnished in Annexure-I and is attached to this report.
10. RISK MANAGEMENT
The Company has framed a sound Risk Management Policy to identify and
evaluate business risks and opportunities and the same has become integral part of
Company's day to day operations. The key business risks identified by the Company are
as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government
Policy risk, Liquidity risk, and Systems risk. The Company has in place adequate
mitigation plans for the aforesaid risks.
11. CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135 of the Companies Act, 2013
regarding Corporate Social Responsibility, the Company has laid down CSR Policy. The
composition of CSR committee, contents of CSR Policy and Report on CSR activities carried
out during the year 2023-24 is as per Annexure-II attached with this Report. The
Policy has been uploaded on the Company's website and can be accessed at the web
https:// www.shilchar.com/under investors/policy documents.
12. PARTICULARS OF LOANS, GUARANTEESOR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees made by the Company under Section 186
of the Companies Act, 2013 during the year under review and hence the furnishing above
information is not applicable. Particulars of Investments are mentioned in Note no. 8 of
the Financial Statements.
13. RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year
were on an arm's length basis and were in the ordinary course of business. There were
no materially significant
Promoters, Directors, Management or their relatives, which could have
had a potential conflict with the interests of the
Company. Transactions with related parties entered by the Company in
the normal course of business are periodically placed before the Audit Committee for its
omnibus approval and the particulars of contracts entered during the year as per Form
AOC-2 is enclosed as Annexure-III.
The Board of Directors of the Company has, on the recommendation of the
Audit Committee, adopted a policy to regulate transactions between the Company and its
Related Parties, in compliance with thetheapplicable provisions of the Companies Act 2013,
the Rules thereunder and the Listing Company occurred between the Regulations. This Policy
was considered and approved by the this financialstatement Board has been uploaded on the
website of the Company at https://www.shilchar.com/under investors/policy documents/
Related Party Policy link.
14. DIRECTORS & KMP
During the year, Board of Director appointed Mr. Rakesh Dhanraj Bansal
(DIN: 00002179) as Additional Non-Executive Independent Director of the Company vide Board
Meeting held on 5th February, 2024, further shareholder of the Company approved the
appoint of Mr. Rakesh Dhanraj Bansal (DIN: 00002179) as Non-Executive Independent Director
of the Company by passing Special Resolution through Postal Ballot on 17th March, 2024.
Moreover, Ms. Niki Tiwari, resigned as
Company Secretary and Compliance officer of the Company with effect
from 30th December, 2023 and Ms. Mauli Rushil Mehta was appointed as Company Secretary and
Compliance
Officer of the Company with effect from 6 th March, 2024. The Company
is taken approval of shareholder by way of Special Resolution thought Postal Ballot on
17th March, 2024 for continuation of Mr. Mukesh Dahyabhai Patel (DIN: 00009605) as
Non-Executive Independent Director of the Company on attending the aged of seventy five
years.
Further, second term of Mr. Mukesh Dahyabhai Patel (DIN:
00009605) as Non-Executive Independent Director of the Company was completed on 31st
March, 2024. The Board places on record its sincere appreciation for the invaluable
contribution and expert guidance by Mr. Mukesh Patel to the Company during his tenure as
an Independent Director.
14.1 Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation
17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the
Board has carried out an annual performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Audit, Nomination
& Remuneration and Compliance Committees. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
14.2 Remuneration Policy
The Board has, on the recommendation of the Nomination
& Remuneration Committee framed a policy for selection and
appointment of Directors, Independent Directors, Senior Management and their remuneration.
The Remuneration Policy is enclosed as Annexure-IV.
14.3 Meetings
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year four Board Meetings and four Audit Committee Meetings were
convened and held. The details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.
The required particulars of various Committees are stated in the
Corporate Governance Report, attached herewith.
14.4 Declaration of Independent Directors
The Independent Directors have submitted their disclosures to the Board
that they fulfil all the requirements as stipulated in Section 149(6) of the Companies
Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the
provisions of the Companies Act, 2013, Listing Regulations and the relevant rules. The
Independent Directors confirm that they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgment and without any external
influence that he/she is independent of the management.
Policies
During the year under review, the Board of Directors of the Company has
adopted/approved changes policies in compliance with the recent amendments in the Act and
SEBI Listing Regulations.
14.5 Whistle Blower Policy
The Whistle Blower Policy (Vigil Mechanism) was constituted by the
Board of Directors, pursuant to Section 177 of the Companies Act, 2013 and the Rules made
thereunder to report genuine concerns of Directors and Employees. The Policy has been
uploaded on the Company's website and can be accessed at the web
https://www.shilchar.com/under investors/policy documents/Whistle Blower Policy.
15. AUDIT COMMITTEE AND VIGILMECHANISM
The composition and other particulars of Audit Committee are provided
in the Corporate Governance Report, attached herewith. In pursuant to the
provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for
directors and employees to report genuine concerns has been established. The Vigil
Mechanism Policy has been uploaded on the website of the Company at www.shilchar.com under
investors/policy documents/Vigil Mechanism Policy link.
16. COMPLIANCE OF SECRETARIALSTANDARDS
The Company has complied with the Secretarial Standard 1(SS-1) relating
to the meetings of the Board of Directors and Secretarial Standard 2 (SS-2) relating to
the General meetings issued by the Institute of Company Secretarial of India and approved
by the Central Government.
17. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility Statement: (a) In the preparation of
the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures; (b) The directors had selected such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the;
(c) Financial year and of the profitand loss of the Company for that
period;
(d) The directors had taken proper and the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; (e)
The directors had prepared the annual accounts on a going concern basis;
(f) The directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
(g) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
18. ANNUAL RETURN
The Annual Return will be placed at the website of the Company at
Investors Desk in Annual Reports option on https://shilchar. com/power/investors-desk
Annual Return.
19. SUBSIDIARIES, JOINT VENTURES ANDASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
Company.
20. DEPOSITS
The Company has neither accepted nor renewed any deposits during the
year under review. No Unsecured loan availed from Directors during the year.
21. AUDITORS
21.1 Statutory Auditors
The Company's Auditors M/s. CNK & Associates LLP, Chartered
Accountants, Vadodara have been re-appointed as Auditors of the Company to hold the office
from the conclusion of
36th Annual General Meeting until conclusion of 41st Annual General
Meeting. As required under Listing Regulations, the auditors have also confirmed that they
hold a valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India.
21.2 Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. Bhautik Kanasagara., a Practicing Company Secretaries to
undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report
is annexed herewith as Annexure-V.
21.3 Cost Auditors
Pursuant to provisions of Section 148 of the Companies Act, 2013 and
the Companies (Audit & Auditors) Rules, 2014, the Board, on the recommendation of the
Audit Committee, has approved the appointment of M/s. K.H. SHAH & Co., Cost
Accountants as the Cost Auditors and remuneration payable to them, to conduct the audit of
the cost records of the Company for the financial year ending 31st March, 2024. The
Company has received a letter from M/s. K.H. SHAH & Co., Cost Accountant, Vadodara
showing their willingness to be appointed as a cost
Auditors stating that they are not disqualified under Section
148(2) read with Section 141(3) of the Companies Act, 2013.
21.4 INTERNAL AUDITORS
M/s. Sharp & Tannan Associates, Chartered Accountants (FRN:
109983W), Vadodara has been appointed as Internal
Auditors of the Company from the financial year 2023-2024 onwards. The
reports of the Internal Auditors are being reviewed by the audit committee from time to
time.
22. OBSERVATION OF AUDITORS
There are no material qualifications, reservations or adverse remarks
made by the Auditors. Observations of auditors are self-explanatory and do not call for
further information. The auditors have not reported any frauds under sub-section 12 of
Section 143.
23. INTERNAL CONTROL SYSTEM AND THEIRADEQUACY
The Company has adequate system of internal control/ Internal Finance
Control to safeguard and protect from loss, unauthorized use or disposition of its assets.
All the transactions are properly authorized, recorded and reported to the Management. The
Company is following all the applicable Accounting Standards for properly maintaining the
books of accounts and reporting financial statements. The internal auditor of the Company
checks and verifies the internal control and monitors them in accordance with policy
adopted by the Company. The Company continues to ensure proper and adequate systems
and procedures commensurate with its size and nature of its business.
24. SHARES a. Buy Back of Securities
The Company has not bought back any of its securities during the year
under review. b. Sweat Equity
The Company has not issued any Sweat Equity Shares during the year
under review. c. Bonus Shares
During the year the Company has issued 38,13,400 bonus equity share in
the ratio 1:1 to the existing equity shareholders of the Company. d. Employees Stock
Option Plan
The Company has not provided any Stock Option Scheme to the employees.
25. CORPORATE GOVERNANCE
As per Regulation 34(3) and Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate Section on Corporate Governance on
corporate governance practices followed by the Company, together with a certificate from
the Company's Auditors confirming compliance forms an integral part of this Report.
26. MANAGEMENT DISCUSSION ANDANALYSIS
The Management Discussion and Analysis Report is appended as Annexure-VI
to this Report.
27. PARTICULARS OF EMPLOYEES
The information required under the provisions of Section 197 of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given as below:
The percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary during the financial year 2023-2024, ratio of the
remuneration of each Director to the median remuneration of the employees of the Company
for the financial year 2023-2024 and the comparison of remuneration of each Key Managerial
Personnel (KMP) against the performance of the Company are as under:
Sr. No. Name of Director/KMP and Designation |
% increase/decrease (-) in Remuneration
in the Financial Year 2023-2024 |
Ratio of remuneration of each Director/to
median remuneration of employees |
1. Mr. Alay Shah, Managing Director |
0% |
51.09:1 |
2. Mr. Prajesh Purohit, Chief Financial Officer |
14.47% |
4.32:1 |
3 Mr. Aashay Alay Shah, Whole-Time Director |
0% |
14.59:1 |
4. Ms. Niki Tiwari, (upto 30th December, 2023) Company
Secretary |
06.66% |
0.58:1 |
5. Ms. Mauli Rushil Mehta, (W.e.f. 6th March, 2024) Company
Secretary |
100% |
1.16:1 |
Note: Independent Directors are paid only sitting fees and hence
not included in the above table. i) The median remuneration of employees of the Company
during the financial year wasRs 27,400/-. ii) In the financial year, there was an increase
of 08.7%
(Rs 2,193/-) in the median remuneration of employees; iii) There were
134 permanent employees on the rolls of Company as on 31st March, 2024. iv) Average
percentage Increase made in the salaries of employees other than the managerial personnel
in the last financial year i.e. 2023-2024 was 4.239% whereas the increase in the
managerial remuneration for the same financial year was 1.615% v) Remuneration paid is as
per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
None of the Directors of the Company are in receipt of any commission from the Company.
The statement containing names of top Ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of managerial personnel) Rules, 2014 is furnished as below:
Sr. No. Employee Name of |
Designation |
Age |
Qualification |
Experience (in years) |
Date of joining |
1. Ashok Bhambhani |
Head - Buisness Devlopment |
62 |
BE |
36 |
02/04/2019 |
2. Rajendra Nath |
COO |
56 |
BE Mechanical, MBA |
31 |
22/07/2019 |
3. H G Manjunath |
DGM |
45 |
BE EC |
21 |
08/04/2018 |
4. Varun Rekhi |
Sr. Business Dev. North Region |
36 |
BE Electrical |
12 |
12/04/2021 |
5. Sohil Dave |
Sr. Manager |
37 |
BE Electrical |
15 |
01/05/2018 |
6. Prajesh Purohit |
Sr. Manager (F & A) |
62 |
B. Com |
38 |
11/09/1995 |
7. Nirav Pandya |
Sr. Manager |
43 |
DEE |
21 |
22/11/2011 |
8. Piyush Trivedi |
Sr. Manager |
51 |
B. Com |
28 |
15/10/2007 |
9. Vishwas Desai |
Sr. Manager |
39 |
MSW, DLP & PGDHRD |
16 |
22/06/2015 |
10. Hitesh Patel |
Sr. Manager |
47 |
BE |
19 |
06/12/2011 |
28. MAINTENANCE OF COST RECORDS
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Amendment Rules, 2014 dated 31st December, 2014, the
activity of your Company falls under Non-regulated sectors and maintenance of cost records
as well as the cost audit, as the case may be has been applicable to the Company for the
Financial Year 2023-2024.
29. HUMAN RESOURCES
During the period under review, the personal and industrial relations
with the employees remained cordial in all respects. The management has always carried out
systematic appraisal of performance and imparted training at periodic intervals. The
Company recognizes talent and has judiciously followed the principle of rewarding
performance.
30. DISCLOSURE UNDER THE SEXUALHARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Work Place
(Prevention, Prohibition and Redressal) Act, 2013.
In terms of Schedule V read with Regulation 34(3) of SEBI (LODR)
Regulation, 2015, disclosures relating to Sexual Harassment of Women at Work Place
(Prevention, Prohibition and Redressal) Act, 2013 are given as below: No complaint is
outstanding as on 31st March, 2024 for redressal.
(i) Number of complaints filed during the financial NIL (ii)
Number of complaints disposed of during the financial year: NIL
(iii) Number of complaints pending as at the end of the financial year:NIL
31. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS/COURTS
During the year, no significant by the Regulators or courts.
32. DETAILS OF APPLICATION MADE OR ANYPROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THE CURRENT STATUS
During the year under Review, neither any application was made nor any
proceedings were pending under Insolvency and Bankruptcy Code, 2016.
33. THE DETAILS OF DIFFERENCE BETWEENAMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
Not Applicable
34. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities for their continued
support extended to your year: Companies activities during the year under review. Your
Directors also acknowledges gratefully the shareholders for
theirsupportandconfidencereposed onyour Company