Mar 31, 2018
BOARDâS REPORT
The Directors have pleasure in presenting the 32nd Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March 2018.
1. FINANCIAL RESULTS:
[Rupees in Lacs] |
||
2017-18 |
2016-17 |
|
Revenue from Operations |
8,800.50 |
11,459.22 |
Other Income |
115.04 |
341.40 |
Total Revenue |
8,915.53 |
11,800.62 |
Less: Expenses before Interest and Depreciation |
7,857.75 |
9,697.16 |
Less: (a) Interest |
125.92 |
65.80 |
(b) Depreciation |
115.84 |
136.38 |
Profit / (Loss) Before Tax |
816.03 |
1,901.28 |
Less: Tax Expenses |
||
Current Tax |
281.13 |
688 |
Deferred Tax |
(41.58) |
(13.83) |
Short / (Excess ) provision of earlier year |
(10.09) |
(1.48) |
Profit after Tax |
586.57 |
1,228.59 |
TRANSFER TO RESERVES:
No amount is transferred to the reserves by the Company.
2. DIVIDEND:
Your Directors have recommended a dividend of Rs.2/- per share (i.e.20%) on Companyâs paid 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.7,626,800/- plus dividend distribution tax of Rs.1,552,664/-.
3. OPERATIONAL HIGHLIGHTS AND PROSPECTS/ STATEMENT OF AFFAIRS:
The Company earned operational income of Rs.8800.50 lacs compared to Rs. 11,459.22 lacs for the previous year. The other income is Rs.115.04 lacs compared to Rs.341.40 lacs in the previous year.
The total revenue for the year is Rs. 8,915.53 lacs against Rs. 11,800.62 lacs in the previous year. Profit after tax is Rs.586.57 lacs as compared to previous year figure of Rs. 1,228.59 lacs.
During the period under review, your company was able to export transformers valuing Rs.13.86 crores as compared to previous year Rs.44.36 crores.
The results were not comparable with previous year. This is mainly due to implementation of GST which has impacted on costs and rates. The government had earlier exempted excise duty in case of solar transformers; benefit of such exemption is not available in GST regime. The Government has not reviewed its policy timely in this direction.
The Company has not received any order for windmill transformers since beginning of the financial year, mainly due to Government policies. This has largely impacted on turnover of the Company as compared with previous year.
The Company has concentrated on catering needs of renewable energy sector including solar and wind energy in local market wherein 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 2017-2018 in accordance with Indian Accounting Standards.
PROSPECTS:
The current economic scenario shows positive signal of growth in power production sector, cement sector, construction, service sectors etc. The Company also looks forward new business from local private sectors but it largely depends on how the new power projects will take place under the initiatives taken by the Central Government.
EXPANSION OF CAPACITY AT NEW FACTORY:-
The Company is investing heavily on new production facility located on Padra - Jambusar highway. The new facility will be state-of-the-art with modern equipments and material handling system. Company is investing approximately Rs.36 crores in this facility which will increase revenue by three folds once utilized 100%. The commencement of production at new facility will start from beginning of financial year 2018-2019.
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 during the year.
The Company is also holding ISO 9001:2000 Certificate since September, 2004 for quality systems in relation to its factory located at village Bil, District Vadodara in the State of Gujarat.
5. CREDIT FACILITIES
To fund expansion at new factory and for working operations, the Company has availed working capital loan and Foreign Currency Term loan from Standard Chartered Bank. Further, the Company has been optimally utilizing its fund based and non fund based working capital requirements as tied up with Bank of Baroda. 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 TO INVESTOR 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 31/03/2010 was due for remittance on or before 28-07-2017 to the Investor Education and Protection Fund established by the Central Government. Pursuant to the provisions of Section 125 of the Companies Act, 2013, the Company transferred 15,400 shares to IEPF Account of Central Government for which dividend has remain unclaimed/unpaid for consecutive 7 years.
7. SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2018 was Rs. 3,81,34,000/-. During the year under review the company has not issued any shares or any convertible instruments.
8. MATERIAL CHANGES
No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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 Companyâs 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 INITIATIVES
As per the provisions of Companies Act, 2013 regarding Corporate Social Responsibility, Company have spent CSR expenditure as per Annexure- II attached.
12. PARTICULARS OF LOANS, GUARANTEES OR 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 Schedule 8 of the Financial Statements.
13. RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year were on an armâs length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companyâs 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 the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.shilchargroup.com under investors/ policy documents/Related Party Policy link.
14. DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Alay Shah, Managing Director shall retire by rotation and he is eligible for re-appointment. There is no change in constitution of the Board during the year under review.
The term of Mr. Om Prakash Khanna and Mr. Mukesh Patel as Independent Directors will expire on 31.03.2019 and are eligible for re-appointment for further term. Accordingly, it has been proposed to make their re-appointment at this Annual General Meeting through Special Resolution for further term of five consecutive years from April 01, 2019 up to March 31, 2024.
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 stated in the Corporate Governance Report, attached herewith.
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 fulfill 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 and the relevant rules.
15. AUDIT COMMITTEE AND VIGIL MECHANISM
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.shilchargroup.com under investors/policy documents/Vigil Mechanism Policy link.
16. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:â
(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 profit and loss of the company for that period;
(d) the directors had taken proper and sufficient care for 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; and
(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.
(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.
17. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure-IV and the same is attached to this Report.
18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
19. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
No Unsecured loan availed from Directors during the year.
20. AUDITORS
20.1 STATUTORY AUDITORS
The Company at 31 Annual General Meeting held on 11.08.2017 made an appointment of M/s. CNK & Associates LLP, Chartered Accountants, Vadodara as Statutory Auditors to hold the office for term of 5 years until the conclusion of the 36th Annual General Meeting. 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 and have conveyed their eligibility to continue to hold the office for remaining term.
20.2 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 M/S. Kashyap Shah & Co., a Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as âAnnexure-V ââ.
20.3 INTERNAL AUDITORS
M/s. C G Pradhan & Co, Chartered Accountants performs the duties of internal auditors of the Company and their report is reviewed by the audit committee from time to time.
21. OBSERVATION OF AUDITORS
There are no qualifications, reservations or adverse remarks made by the Auditors. Observations of auditors are self explanatory and do not call for further information.
22. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
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.
23. 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
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
24. 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 Companyâs Auditors confirming compliance forms an integral part of this Report.
25. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report is appended as Annexure-VI to this Report.
26. PARTICULARS OF EMPLOYEES:
Disclosure 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 with reference to remuneration of employees in excess of the limits prescribed are hereunder:
Particulars |
Name of the Employee: Mr Alay Shah |
Designation of the Employee |
Managing Director* |
Remuneration Received |
Rs.1,23,24,042/- |
Nature of Employment, whether contractual / otherwise |
Permanent |
Qualification and experience of the Employee |
26 years |
Date of commencement of employment |
1990 |
The age of the employee |
52 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 5 |
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 with Rule 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 and Company Secretary during the financial year 2017-18, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2017-18 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 2017-18 |
Ratio of remuneration of each Director / to median remuneration of employees |
1. |
Mr. Alay Shah, Managing Director |
-37.91% |
97.70:1 |
2. |
Mr. Prajesh Purohit, Chief Financial Officer |
7.31% |
79.71:1 |
3 |
Ms. Niki Kandoi Company Secretary (w.e.f. 25.12.2017) |
N.A. |
46.21:1 |
Note: Independent Directors are paid only sitting fees and hence not included in the above table.
ii) The median remuneration of employees of the Company during the financial year was Rs 2.24 lacs.
iii) In the financial year, there was increase of 33.33 % in the median remuneration of employees;
iv) There were 105 permanent employees on the rolls of Company as on March 31, 2018
v) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2017-18 was 9% whereas the decrease in the managerial remuneration for the same financial year was 37.91%.
vi) 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.
27. COST AUDIT
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 dated 31/12/2014, the activity of your Company falls under Non-regulated sectors and hence, 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 2017-18.
28. 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.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has zero tolerance for sexual harassment at its workplace. The Company has adopted an Anti-harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman & Managing Director. All female employees are covered under the policy. There was no complaint received from any employee during the financial year 2017- 18 and hence, no complaint is outstanding as on March 31, 2018 for redressal.
30. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS/ COURTS
During the year, no significant and material order was passed by the Regulators or courts.
31. STATEMENT OF COMPLIANES OF APPLICABLE SECRETARIAL STANDARDS
The Company has complied with the provisions of Secretarial Standards (I & II) issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.
32. 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 Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
For and on behalf of the Board of Directors
For SHILCHAR TECHNOLOGIES LIMITED
Place: Bil, District Vadodara JITENDRA SHAH
Date: 28.05.2018 CHAIRMAN
(DIN- 00257348)
Mar 31, 2016
BOARDâS REPORT
The Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March 2016.
1. FINANCIAL RESULTS:___
[Rupees in Lacs] |
|||
2015-16 |
2014-15 |
||
Revenue from Operations |
10,164.30 |
10,587.20 |
|
Other Income |
298.25 |
301.18 |
|
Total Revenue |
10,462.55 |
10,888.38 |
|
Less: Expenses before Interest and Depreciation |
8,841.20 |
9,772.32 |
|
Less: (a) Interest |
75.23 |
67.85 |
|
(b) Depreciation |
139.39 |
152.61 |
|
Profit before Tax & Extra Ordinary Items |
1,406.73 |
895.61 |
|
Add: Excess Provision for Expenses Written Back |
1.69 |
1.13 |
|
Less: Prior yearâs Income Tax Adjustment |
- |
- |
|
Profit Before Tax Less: Tax Expenses |
1,408.42 |
896.74 |
|
Current Tax |
505 |
313.50 |
|
Deferred Tax |
(5.80) |
2.25 |
|
Profit after Tax Balance brought forward from previous yearâs amount available |
909.22 |
580.99 |
|
for appropriation |
1,977.02 |
1,463.65 |
|
Balance available for appropriation Adjustments as per Transitional Provisions of Schedule II to the Companies Act, 2013Add : Adjustments (Net) to carrying cost of |
2,886.24 |
2,044.64 |
|
assets APPROPRIATION |
1.64 2,887.88 |
1.29 2,045.94 |
|
Interim Dividend & Corporate Dividend Tax on it. |
91.79 |
- |
|
Proposed Final Dividend on Equity Share |
19.07 |
57.20 |
|
Corporate Dividend Tax on above |
3.88 |
11.71 |
|
Balance Carried over to next year |
2,773.14 |
1,977.02 |
2. DIVIDEND:
The Board had declared and paid interim dividend of Rs. 2/- per share (i.e. 20%) on the paid up equity share capital comprising of 3,813,400 equity shares of Rs. 10/- each.
Further, your Directors have recommended a final dividend of Rs.0.50 per share (i.e. 5%) on Companyâs paid up equity share capital comprising of 3,813,400 equity shares of Rs. 10/- each. Thus, the total dividend outgo for the current fiscal will amount to Rs.9,533,500/-plus dividend distribution tax of Rs.1,940,830/-.
3. OPERATIONAL HIGHLIGHTS AND PROSPECTS:
The Company earned operational income of Rs. 10,164.30 lacs compared to Rs. 10,587.20 lacs for the previous year. The other income is Rs. 298.24 lacs compared to Rs. 289.03 lacs in the previous year.
The total revenue for the year is Rs. 10,462.55 lacs against Rs. 10,876.24 lacs in the previous year. Profit after tax is Rs. 909.22 lacs as compared to previous year figure of Rs. 580.99 lacs, witness a spur of 56.49%.
During the period under review, your company was able to export transformers valuing Rs. 29.22 crores as compared to previous year Rs.51.42 crores.
The Company has concentrated on catering needs of renewable energy sector including solar and wind energy in local market wherein the Company has been enjoying commendable position being one of the top companies in India supplying transformers for renewable energy.
PROSPECTS:
The current economic scenario shows positive signal of growth in power production sector, cement sector, construction, service sectors etc. Moreover, tax benefits have been linked to the wind energy and subsidies have been provided to solar power generation. This will boost Companyâs domestic sales in coming year. The Company also looks forward new business from local private sectors but it largely depends on how the new power projects will take place under the initiatives taken by the Central Government.
4. ACCREDITATION:
Your Company has been authorized by the Bureau of Energy Efficiency (BEE) for using three (4) Star Rating labels on its Distribution Transformers with the capacity of 25KVA/63KVA/100KVA and 200KVA, respectively.
The Company is also holding ISO 9001:2000 Certificate since September, 2004 for quality systems in relation to its factory located at village Bil, District Vadodara in the State of Gujarat.
5. CREDIT FACILITIES
The Company has been optimally utilizing its fund based and non fund based working capital requirements as tied up with Bank of Baroda. 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 TO INVESTOR EDUCTION AND PROTECTION FUND
In terms of prohibition of the Companiesâ Act 2013, any unclaimed or unpaid Dividend relating to the financial year ended on 31/03/2009 is due for remittance on or before 30/09/2016 to the Investor Education and Protection Fund established by the Central Government.
7. SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was Rs. 3,81,34,000/-. During the year under review the company has not issued any shares or any convertible instruments.
8. MATERIAL CHANGES
No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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 Companyâs 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 INITIATIVES
As per the provisions of Companies Act, 2013 regarding Corporate Social Responsibility, Company have spent CSR expenditure as per Annexure II attached.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments 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.
13. RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year were on an armâs length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companyâs 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
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 the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.shilchargroup.com under investors/ policy documents/Related Party Policy vlink.-
14. DIRECTORS
Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the company, Mr. Zarksis Parabia has been appointed as Additional Director in the category of Independent Director with effect from 14/03/2016 and he shall hold office only up to the date of this Annual General Meeting and being eligible, it is proposed to make him appointment as regular director of the Company, not liable to retire by rotation.
Mr. Jahangir Parabia, one of the Director submitted his resignation from the Board of Directors of the Company which came into effect from 11/03/2016. The Board places on record its appreciation for the valuable contribution made by Mr. Jahangir Parabia during his tenure of office.
In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Jitendra C. Shah, non-executive Chairman retire by rotation and he is eligible for re-appointment.
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, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report, attached herewith.
14.3 MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year five 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 fulfill 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 and the relevant rules.
15. AUDIT COMMITTEE AND VIGIL MECHANISM
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.shilchargroup.com under investors/policy documents/Vigil Mechanism Policy link.
16. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:â
(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 financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for 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;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) 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.
17. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure IV and the same is attached to this Report.
18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
19. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
20. AUDITORS
20.1 STATUTORY AUDITORS
The Companyâs Auditors M/s. Naresh & Co, Chartered Accountants, Vadodara who retired at the ensuring Annual General Meeting of the Company is eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, 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.
20.2 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 M/S. Kashyap Shah & Co., a Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as âAnnexure Vâ.
20.3 INTERNAL AUDITORS
M/s.C G Pradhan & Co, Chartered Accountants performs the duties of internal auditors of the Company and their report is reviewed by the audit committee from time to time.
21. OBSERVATION OF AUDITORS
There is no qualifications, reservations or adverse remarks made by Statutory Auditors.
22. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal 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.
23. 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
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
24. 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 Companyâs Auditors confirming compliance forms an integral part of this Report.
25. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report is appended as Annexure - VI to this Report.
26. PARTICULARS OF EMPLOYEES:
Disclosure 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 with reference to remuneration of employees in excess of the limits prescribed are hereunder:
Particulars |
Name of the Employee: Mr Alay Shah |
Designation of the Employee |
Managing Director* |
Remuneration Received |
Rs. 7,181,496/- |
Nature of Employment, whether contractual / otherwise |
Permanent |
Qualification and experience of the Employee |
25 years |
Date of commencement of employment |
1990 |
The age of the employee |
49 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 5 |
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 with Rule 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 and Company Secretary during the financial year 2015-16, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-16 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 2014-15 |
Ratio of remuneration of each Director / to median remuneration of employees |
Comparison of the Remuneration of the KMP against the performance of the Company |
1. |
Mr. Alay Shah, Managing Director |
52.10% |
38.06:1 |
Profit after tax increased by 56.49% due to reasons explained in the Directors Report |
2. |
Mr. Prajesh Purohit, Financial Officer |
5.66% |
4.12:1 |
Profit after tax increased by Chief 56.49% due to reasons explained in the Directors Report |
3 |
Ms. Mauli Bhatt, Company Secretary |
100% |
0.89:1 |
Profit after tax increased by 56.49% due to reasons explained in the Directors Report |
Note: Independent Directors are paid only sitting fees and hence not included in the above table.
ii) The median remuneration of employees of the Company during the financial year was Rs 1.88 lacs.
iii) In the financial year, there was an increase of 14.00 % in the median remuneration of employees;
iv) There were 91 permanent employees on the rolls of Company as on March 31, 2016
v) Relationship between average increase in remuneration and company performance:- Profit after Tax for the financial year ended March 31, 2016 increased by 56.49% whereas the increase in median remuneration was 14..00%
vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:
The total remuneration of Key Managerial Personnel increased by 46.50 % from Rs. 58.40 lacs in 2014-15 to Rs. 85.55 lacs in 2015-16 whereas the Profit before Tax increased by 57.06% to Rs. 14.08 crore in 2015-16 (Rs. 8.97 crore in 2014-15).
vii) a) Variations in the market capitalization of the Company : The market capitalization as on March 31, 2016 was Rs. 87.71 crore (Rs. 38.97 crore as on March 31, 2015).
b) Price Earnings ratio of the Company was Rs. 11.07 as at March 31, 2016 and was Rs. 10.93 as at March 31, 2015
c) Percentage increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year: The Company had come out with initial public offer (IPO) in 1995. The share price of the company was Rs. 50/- per share including Rs. 40/- towards premium per share of the face value of Rs. 10/- per share. Share price of the Company quoted on BSE on 31st March 2016 was Rs. 102.20 per share of Company. Percentage increase in the Net-worth of the Company was 20.86% as compared to previous year.
viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2015-16 was 8.13 % whereas the increase in the managerial remuneration for the same financial year was 46.50 %.
ix) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Compensation-cum-Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and
xi) Remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
27. COST AUDIT
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 dated 31/12/2014, the activity of your Company falls under Non-regulated sectors and hence, 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 2015-16 & 2016-17 respectively.
28. HUMAN RESPURCES:
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.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has zero tolerance for sexual harassment at its workplace. The Company has adopted an Antiharassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman & Managing Director. All female employees are covered under the policy. There was no complaint received from any employee during the financial year 2015- 16 and hence, no complaint is outstanding as on March 31, 2016 for redressal.
30. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates, consultants, employees and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
For and on behalf of the Board of Directors
For SHILCHAR TECHNOLOGIES LIMITED
Place: Bil, District Vadodara
Sd/-
Date: 25/04/2016 JITENDRA SHAH
CHAIRMAN
Mar 31, 2014
Dear Members
The Directors have pleasure in presenting the Twenty Eighth Annual
Report on the business and operations of the Company and the Audited
Accounts for the Financial Year ended 31st March 2014.
1. Financial Results:
[Rupees in Lacs]
Particulars 2013-14 2012-13
Revenue from 10043.41 7274.29
Operations
Other Income 227.17 154.44
Total Revenue 10270.58 7428.73
Less: Expenses before Interest 9236.98 6862.37
and Depreciation
Less:
(a) Interest 234.30 271.41
(b) Depreciation 106.32 102.54
Profit before Tax & Extra Ordinary Items 692.98 192.40
Add: Excess Provision for Expenses 1.56 0.35
Written
Less: Prior year''s Income Tax 3.57 1.23
Adjustment
Profit Before Tax 690.97 191.52
Less: Tax Expenses
Current Tax 247.00 75.50
Deferred Tax 25.62 (13.20)
Profit after Tax 418.35 129.22
Balance brought forward from
previous year''s amount available
for appropriation 1089.91 982.82
Balance available for appropriation 1508.26 1112.06
APPROPRIATION
Proposed Dividend on Equity Share 38.13 19.07
Corporate Dividend Tax on above 6.48 3.09
Balance Carried over to next year 1463.65 1089.91
2. Dividend:
For the year under review, your Directors have recommended a dividend
of Rs.1/- per share (i.e. 10%) on Company''s paid 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.38,13,400/- plus dividend distribution tax of Rs. 6,48,087/-.
3. Operational Highlights:
The Company earned operational income of Rs. 10043.41 lacs compared to
Rs. 7274.28 lacs for the previous year, depicting a growth of 38.06%.
The other income is Rs.227.17 lacs compared to Rs. 154.44 lacs in the
previous year.
The total revenue for the year is Rs.10270.58 lacs against Rs. 7428.73
lacs in the previous year. Profit after tax is Rs. 418.35 lacs as
compared to previous year figure of Rs.129.22 lacs, witness a spur of
223.75%.
During the period under review, Global economic activity showed signs
of stabilization. In emerging market economies, domestic demand
remained subdued while demand from advanced economies helped their
exports. The improvement in growth and employment prospects in the
United States of America led to outward capital flows from emerging
market economies. In 2013-14, like most emerging market economies,
India faced capital outflows and intense exchange rate pressures
coupled with persisting high inflation and increased interest rates. On
account of several measures, the current account deficit however came
into control and also recouped foreign exchange reserve.
Under the above challenging scenario, your Company has expanded its
horizon on export front and successfully developed market for its
renewable energy transformers. This has resulted in better contribution
and improved profitability.
4. Accreditation:
Your Company has been authorized by the Bureau of Energy Efficiency
(BEE) for using three (4) Star Rating labels on its Distribution
Transformers with the capacity of 25KVA/63KVA/100KVA and 200KVA,
respectively.
The Company is also holding ISO 9001:2000 Certificate since September,
2004 for quality systems in relation to its factory located at village
Bil, District Vadodara in the State of Gujarat.
5. Finance:
The Company has been optimally utilizing its fund based and non fund
based working capital requirements as tied up with Bank of Baroda.
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. Management Discussion and Analysis:
The Management Discussion and Analysis Report is appended as Annexure-1
to this Report.
7. Corporate Governance:
A separate Section on Corporate Governance is included in the Annual
Report and the certificate from the Company''s Auditors confirming the
compliances of conditions on Corporate Governance as stipulated in
Clause 49 of the Listing Agreement with Stock Exchanges is annexed
thereto, which forms part of the Director''s Report.
8. Directors:
Shri Ashesh Shah retires by rotation, and being eligible, offer himself
for re-appointment.
Shri Jahangir H. Parabia was appointed as Director (in the category of
Independent Director) with effect from 10.08.2013. Shri J. H. Parabia
holds office upto the date of the forthcoming Annual General Meeting.
Pursuant to applicable provisions of the Companies Act, 2013, the Board
of Directors have classified Shri O. P. Khanna and Shri Mukesh D. Patel
as Independent Directors.
9. Auditors:
The Auditors, M/s. Naresh and Co., Chartered Accountants, Vadodara
retire at the conclusion of the forthcoming Annual General Meeting and
being eligible have expressed their willingness to be re-appointed. The
Company has received a consent alongwith Certificate from M/s. Naresh
and Company to the effect that their re-appointment, if made, will be
in accordance with the conditions as prescribed under the companies
Act, 2013.
10. Auditor''s Report:
The Auditor''s Report is not qualified. The Auditors, in their Report,
have referred to the notes forming part of the accounts. The said notes
are self-explanatory and do not require any further clarifications.
11. Fixed Deposits:
Your Company has not accepted any fixed deposits.
12. Energy, Technology and Foreign Exchange:
In accordance with the requirements of Section 217(1)(e) of the
Companies Act, 1956, read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988, particulars with
respect to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo are given vide Annexure-2 and forms part of
this Report.
13. Particulars of Employees:
The statement of Particulars of Employees pursuant to Section 217 (2A)
of the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended, is not applicable to the company.
14. Directors'' Responsibility Statement:
The Directors state that:
(i) In the preparation of the annual accounts for the financial year
ended 2013-14, the applicable accounting standards had been followed
along with proper explanation relating to material departures
(ii) 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 financial year 2013-14 and of the
profit or loss of the Company for that period ;
(iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company for
that period ;
(iv) The Directors had prepared the annual accounts on a going concern
basis.
15. Compliance Certificate
The Company has obtained a compliance certificate as required u/s. 383A
of the Companies Act, 1956 which is attached herewith, forming part of
this report.
16. Cost Audit
Pursuant to the directives of the Ministry of Corporate Affairs, your
Company appointed Mr. K. H. Shah proprietor of M/s. K. H. Shah & Co.
Cost Accountants as cost Auditor of the Company under Section 233B of
the Companies Act, 1956 for the year 2013-2014. The Cost Audit Report
for the year ended 31st March, 2014 will be submitted to the Ministry
within the stipulated time.
17. Personnel / Industrial relations:
During the period under review, the personal and industrial relations
with the employees remained cordial in all respects.
18. Acknowledgement:
Your Directors wish to place on record their deep appreciation and
thanks to all the Banks, Central and State Government and Local
Authorities and all stakeholders for their continued co-operation in
the progress of your Company.
Your Directors also wish to place on record their wholehearted thanks
for the dedicated services rendered by the employees of the Company.
For and on behalf of the
Board of Directors For
SHILCHAR TECHNOLOGIES
LIMITED
Place: Bil, District Vadodara ALAY SHAH
Date: 24.05.2014 MANAGING DIRECTOR
Mar 31, 2013
The Directors have pleasure in presenting the Twenty Seventh Annual
Report on the business and operations of the Company and the Audited
Accounts for the Financial Year ended 31st March 2013.
1. Financial Results:
[Rupees in Lacs]
Particulars 2012-13 2011-12
Revenue from Operations 7274.29 8294.16
Other Income 154.44 55.74
Total Revenue 7428.73 8349.90
Less: Expenses before
Interest and Depreciation 6862.37 7780.93
Less: (a) Interest 271.41 402.26
(b) Depreciation 102.54 106.96
Profit before Tax &
Extra ordinary Items 192.40 59.75
Add: Excess Provision for
Expenses Written Back 1.66 3.33
Less: Prior year''s Income
Tax Adjustment 2.54 (0.44)
Profit Before Taxation 191.52 62.65
Less: Tax Expenses
Current Tax 75.50 30.00
Deferred Tax (13.20) (9.23)
Profit after Tax 129.22 41.88
Balance brought forward
from previous year''s amount
available for appropriation 982.82 963.13
Balance available
for appropriation 1112.06 1004.98
APPROPRIATION
Proposed Dividend on Equity Share 19.07 19.07
Corporate Dividend Tax on above 3.09 3.09
Balance Carried over to next year 1089.91 982.82
2. Dividend:
For the year under review, your Directors have recommended a dividend
of Rs.0.50 paisa per share (i.e. 5%) on Company''s paid 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.
22,16,024/- including dividend distribution tax of Rs.3,09,324/-.
3. Operational Highlights:
The Company earned operational income of Rs. 7274.29 lacs compared to
Rs. 8294.16 lacs for the previous year. The other income is Rs. 154.44
lacs compared to Rs. 55.74 lacs in the previous year.
The total revenue for the year is Rs. 7428.73 lacs against Rs. 8349.90
lacs in the previous year. Profit after tax is Rs. 128.22 lacs as
compared to previous year figure of Rs. 41.88 lacs.
During the period under review, the Company has strategically shifted
its focused from state electricity boards to private sectors and put
thrust on export front and developing market for transformers having
application in renewable energy sector. This has impacted in terms of
marginalized the sales volume but improved its margins and
profitability.
4. Accreditation:
Your Company has been authorized by the Bureau of Energy Efficiency
(BEE) for using three (4) Star Rating labels on its Distribution
Transformers with the capacity of 25KVA/63KVA/100KVA and 200KVA,
respectively.
The Company is also holding ISO 9001:2000 Certificate since September,
2004 for quality systems in relation to its factory located at village
Bil, District Vadodara in the State of Gujarat.
5. Finance:
The Company has been optimally utilizing its fund based and non fund
based working capital requirements as tied up with Bank of Baroda and
Standard Chartered Bank, respectively. 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. Management Discussion and Analysis:
The Management Discussion and Analysis Report is appended as Annexure-1
to this Report.
7. Corporate Governance:
A separate Section on Corporate Governance is included in the Annual
Report and the certificate from the Company''s Auditors confirming the
compliances of conditions on Corporate Governance as stipulated in
Clause 49 of the Listing Agreement with Stock Exchanges is annexed
thereto, which forms part of the Director''s Report.
8. Directors:
Mr. Mukesh D. Patel and Mr. Jitendra C. Shah retire by rotation, and
being eligible, offer themselves for re-appointment.
Mr. Rajesh Varma, Independent Director, resigned from the directorship
owing to his personal reasons. The Board placed on record its sincere
appreciation for the valuable contribution extended by Mr. Rajesh Varma
during his tenure with the Company.
9. Auditors:
The Auditors, M/s. Naresh and Co., Chartered Accountants, Vadodara
retire at the conclusion of the forthcoming Annual General Meeting and
being eligible have expressed their willingness to be re-appointed. The
Company has received a Certificate from M/s. Naresh and Company to the
effect that their re-appointment, if made, will be within the limit
prescribed under Section 224(1B) of the Companies Act, 1956.
10. Auditor''s Report:
The Auditor''s Report is not qualified. The Auditors, in their Report,
have referred to the notes forming part of the accounts. The said notes
are self-explanatory and do not require any further clarifications.
11. Fixed Deposits:
Your Company has not accepted any fixed deposits.
12. Energy, Technology and Foreign Exchange:
In accordance with the requirements of Section 217(1)(e) of the
Companies Act, 1956, read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988, particulars with
respect to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo are given vide Annexure-2 and forms part of
this Report.
13. Particulars of Employees:
The statement of Particulars of Employees pursuant to Section 217 (2A)
of the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended, is not applicable to the company.
14. Directors'' Responsibility Statement:
The Directors state that:
(i) In the preparation of the annual accounts for the financial year
ended 2012-13, the applicable accounting standards had been followed
along with proper explanation relating to material departures
(ii) 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 financial year 2012-13 and of the
profit or loss of the Company for that period ;
(iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company for
that period ;
(iv) The Directors had prepared the annual accounts on a going concern
basis.
15. Compliance Certificate
The Company has obtained a compliance certificate as required u/s. 383A
of the Companies Act, 1956 which is attached herewith, forming part of
this report.
16. Cost Audit
Pursuant to the directives of the Ministry of Corporate Affairs, your
Company appointed Mr. K. H. Shah proprietor of M/s. K. H. Shah & Co.
Cost Accountants as cost Auditor of the Company under Section 233B of
the Companies Act, 1956 for the year 2012-2013. The Cost Audit Report
for the year ended 31st March, 2013 will be submitted to the Ministry
within the stipulated time.
17. Personnel / Industrial relations:
During the period under review, the personal and industrial relations
with the employees remained cordial in all respects.
18. Acknowledgement:
Your Directors wish to place on record their deep appreciation and
thanks to all the Banks, Central and State Government and Local
Authorities and all stakeholders for their continued co-operation in
the progress of your Company. Your Directors also wish to place on
record their wholehearted thanks for the dedicated services rendered by
the employees of the Company.
For and on behalf of the Board
of Directors
For SHILCHAR TECHNOLOGIES LIMITED
Place: Bil, District Vadodara ALAY SHAH
Date: 04.05.2013 MANAGING DIRECTOR
Mar 31, 2012
The Directors have pleasure in presenting the Twenty Sixth Annual
Report on the business and operations of the Company and the Audited
Accounts for the Financial Year ended 31st March 2012.
1. Financial Results:
[Rupees in Lacs]
Particulars 2011-12 2010-11
Revenue from Operations 8294.16 9347.09
Other Income 55.74 72.32
Total Revenue 8349.90 9419.41
Less: Expenses before Interest and
Depreciation 7757.55 8792.05
Less: (a) Interest 425.67 351.19
(b) Depreciation 106.96 98.87
Profit before Tax & Extra ordinary
Items 59.72 177.30
Add: Interest on Income tax Refunds 0.00 1.61
Add: Excess Provision for Expenses
Written Back 3.33 0.38
Less: Foreign Currency Moneytary Item
Translation Difference
Account Written off 0.00 2.47
Less: Prior year's Income Tax Adjustment (0.44) (2.25)
Profit Before Taxation 62.62 179.08
Less: Tax Expenses
Current Tax 30.00 67.35
Tax of Earlier Year 0.00 0.00
Deferred Tax (9.23) (4.45)
Profit after Tax 41.85 116.19
Balance brought forward from previous
year's amount
available for appropriation 963.13 869.17
Balance available for appropriation 1004.98 985.37
APPROPRIATION
Transfer to Foreign currency Monetary Item
Transaction Difference 0.00 0.11
Proposed Dividend on Equity Share 19.07 19.07
Corporate Dividend Tax on above 3.09 3.17
Balance Carried over to next year 982.82 963.13
2. Dividend:
For the year under review, your Directors have recommended a dividend
of Rs. 0.50/- per share (i.e. 5%) on Company's paid 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.
22.16 lacs including dividend distribution tax of Rs. 3.09 lacs.
3. Operational Highlights:
The Company earned operational income of Rs.8294.16 lacs compared to
Rs. 9347.09 lacs for the previous year. The other income is Rs. 55.74
lacs compared to Rs.72.31 lacs in the previous year. The total revenue
for the year is Rs.8349.90 lacs against Rs.9419.41 lacs in the previous
year. Profit after tax is Rs.41.85 lacs as compared to previous year
figure of Rs.116.19 lacs. The Company has witnessed decrease of 12.80%
and 177.65% in earning revenue and net profit, respectively over
previous year.
During the period under review, the Company has begun supplying
transformers for renewable energy sector and concentrated more on
export market.
4. Accreditation:
Your Company has been authorized by the Bureau of Energy Efficiency
(BEE) for using three (4) Star Rating labels on its Distribution
Transformers with the capacity of 25KVA/63KVA/100KVA and 200KVA,
respectively.
The Company is also holding ISO 9001:2000 Certificate since September,
2004 for quality systems in relation to its factory located at village
Bil, District Vadodara in the State of Gujarat.
5. Finance:
The Company has been optimally utilizing its fund based and non fund
based working capital requirements as tied up with Bank of Baroda and
Standard Chartered Bank, respectively. 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 in increase rate scenario through out the
year.
6. Management Discussion and Analysis:
The Management Discussion and Analysis Report is appended as Annexure-1
to this Report.
7. Corporate Governance:
A separate Section on Corporate Governance is included in the Annual
Report and the certificate from the Company's Auditors confirming the
compliances of conditions on Corporate Governance as stipulated in
Clause 49 of the Listing Agreement with Stock Exchanges is annexed
thereto, which forms part of the Director's Report.
8. Directors:
Mr. Ashesh J. Shah and Mr. Kirtikant P. Shah retire by rotation, and
being eligible, offer themselves for re-appointment.
9. Auditors:
The Auditors, M/s. Naresh and Co., Chartered Accountants, Vadodara
retire at the conclusion of the forthcoming Annual General Meeting and
being eligible have expressed their willingness to be re-appointed. The
Company has received a Certificate from M/s. Naresh and Company to the
effect that their re-appointment, if made, will be within the limit
prescribed under Section 224(1B) of the Companies Act, 1956.
10. Auditor's Report:
The Auditors, in their Report, have referred to the notes forming part
of the accounts. The said notes are self-explanatory.
11. Fixed Deposits:
Your Company has not accepted any fixed deposits.
12. Energy, Technology and Foreign Exchange:
In accordance with the requirements of Section 217(1)(e) of the
Companies Act, 1956, read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988, particulars with
respect to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo are given vide Annexure-2 and forms part of
this Report.
13. Particulars of Employees:
The statement of Particulars of Employees pursuant to Section 217 (2A)
of the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended, is not applicable to the company.
14. Directors' Responsibility Statement:
The Directors state that:
(i) in the preparation of the annual accounts for the financial year
ended 2011-12, the applicable accounting standards had been followed
along with proper explanation relating to material departures
(ii) 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 financial year 2011-12 and of the
profit or loss of the Company for that period ;
(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company for
that period ;
(iv) the Directors had prepared the annual accounts on a going concern
basis.
15. Compliance Certificate
The Company has obtained a compliance certificate as required u/s. 383A
of the Companies Act, 1956 which is attached herewith, forming part of
this report.
16. Personnel / Industrial relations:
During the period under review, the personal and industrial relations
with the employees remained cordial in all respects.
15.Acknowledgement:
Your Directors wish to place on record their deep appreciation and
thanks to all the Banks, Central and State Government and Local
Authorities and all stakeholders for their continued co-operation in
the progress of your Company.
Your Directors also wish to place on record their wholehearted thanks
for the dedicated services rendered by the employees of the Company.
For and on behalf of the Board of Directors
For SHILCHAR TECHNOLOGIES LIMITED
Place: Bil, District Vadodara ALAY SHAH
Date: 12.05.2012 M.D.
Mar 31, 2011
The Directors have pleasure in presenting the Twenty Fifth Annual
Report on the business and operations of the Company and the Audited
Accounts for the Financial Year ended 31st March 2011.
1. Financial Results
(Rs. in Lacs)
Particulars 2010-2011 2009-2010
Sales (net of excise duty) and other income 9347.09 7108.33
Profit Before Interest and Depreciation 614.07 590.56
Less :
a) Interest 337.90 206.68
b) Depreciation 98.87 95.46
PROFIT / LOSS BEFORE TAX & EXTRA ORDINARY 177.30 288.42
ITEMS
Add : Interest on I.T.Refunds 1.61 0.45
Add : Excess Provision written back 0.38 0.18
Less : Prior years I T Adjustments (2.25) 44.21
Less : Foreign currency Montetary Item
Translation Difference Account Write Off 2.47 2.70
PROFIT BEFORE TAXATION 179.08 242.14
Provision for Tax - Current 67.35 80.00
- Deferred (4.47) 8.60
PROFIT AFTER TAX 116.20 153.54
Balance brought forward from previous year 869.17 760.24
Amount available for appropriation 985.37 913.78
APPROPRIATION
Transfer to Foreign currency Monetary Item 0.11 0.00
Translation Difference
Proposd Dividend on Equity Share 19.07 38.13
Corporate Dividend Tax on above 3.17 6.48
Balance Carried over to next year 963.13 869.17
2. Dividend:
Your Directors recommend 5% dividend on Companys paid 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.
21.54 lacs including dividend distribution tax of Rs. 3.17 lacs as
against Rs. 44.61 lacs including dividend distribution tax of Rs. 6.48
lacs in the previous year.
3. Operational Highlights:
During the year under review, your Company has achieved Sales of Rs.
9347.09 lacs as against Rs. 7108.33 lacs in the preceding year, showing
volume growth of around 31.49%. Out of the total sales, the Company has
achieved sales worth Rs. 7841.81 lacs towards sales of Distribution &
Power Transformers which accounts for around 84.58% of total sales.
The exports of the Company steadily grew from Rs. 846.44 lacs in the
previous year to Rs. 904.52 lacs in the current year.
The Company has recorded a profit after tax Rs.116.20 lacs as compared
to Rs. 153.54 lacs in the financial year ended 2009-10. The margins are
depleted due to increase in raw material prices, manufacturing and
operating cost and finance cost. The efforts are made to reduce
operating and finance cost, to minimize movement of raw materials,
components and labour, to improve designs and lay outs and to enhance
overall efficiency. Simultaneously, the Company is developing energy
efficient transformers having application in Solar, Windmill and Hydel
projects. This Green initiative adopted by your Company will apart from
contributing towards social cause will help in achieving better yields
and to lead for improving bottom line.
4. Accreditation:
Your Company has been authorized by the Bureau of Energy Efficiency
(BEE) for using three (3) Star Rating labels on its Distribution
Transformers with the capacity of 25KVA/63KVA/100KVA and 200KVA,
respectively and during the period under review, it has applied for
upgrading the same to four (4) Star Rating labels.
The Company is also holding ISO 9001:2000 Certificate since September,
2004 for quality systems in relation to its factory located at village
Bil, District Vadodara in the State of Gujarat.
5. Finance:
The Company has been optimally utilizing its fund based and non fund
based working capital requirements as tied up with Bank of Baroda and
Standard Chartered Bank, respectively. 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. Management Discussion and Analysis:
The Management Discussion and Analysis Report is appended as Annexure-1
to this Report.
7. Corporate Governance:
A separate Section on Corporate Governance is included in the Annual
Report and the certificate from the Companys Auditors confirming the
compliances of conditions on Corporate Governance as stipulated in
Clause 49 of the Listing Agreement with Stock Exchanges is annexed
thereto, which forms part of the Directors Report.
8. Directors:
Mr. O. P. Khanna and Mr. Rajesh Varma retire by rotation, and being
eligible, offer themselves for re-appointment.
9. Auditors:
The Auditors, M/s. Naresh and Co., Chartered Accountants, Vadodara
retire at the conclusion of the forthcoming Annual General Meeting and
being eligible have expressed their willingness to be re-appointed. The
Company has received a Certificate from M/ s. Naresh and Company to the
effect that their re-appointment, if made, will be within the limit
prescribed under Section 224(1B) of the Companies Act, 1956.
10. Auditors Report:
The Auditors, in their Report, have referred to the notes forming part
of the accounts. The said notes are self-explanatory.
11. Fixed Deposits:
Your Company has not accepted any fixed deposits.
12. Energy, Technology and Foreign Exchange:
In accordance with the requirements of Section 217(1)(e) of the
Companies Act, 1956, read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988, particulars with
respect to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo are given vide Annexure-2 and forms part of
this Report.
13. Particulars of Employees:
The statement of Particulars of Employees pursuant to Section 217 (2A)
of the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended, is not applicable to the company.
14. Directors Responsibility Statement:
The Directors state that:
(i) in the preparation of the annual accounts for the financial year
ended 2010-11, the applicable accounting standards had been followed
along with proper explanation relating to material departures
(ii) 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 financial year 2010-11 and of the
profit or loss of the Company for that period ;
(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company for
that period ;
(iv) the Directors had prepared the annual accounts on a going concern
basis.
15. Compliance Certificate
The Company has obtained a compliance certificate as required u/s. 383A
of the Companies Act, 1956 which is attached herewith, forming part of
this report.
16. Personnel / Industrial relations:
During the period under review, the personal and industrial relations
with the employees remained cordial in all respects.
17. Acknowledgement:
Your Directors wish to place on record their deep appreciation and
thanks to all the Banks, Central and State Government and
Local Authorities and all stakeholders for their continued co-operation
in the progress of your Company.
Your Directors also wish to place on record their wholehearted thanks
for the dedicated services rendered by the employees of the Company.
For and on behalf of the Board of Directors
For SHILCHAR TECHNOLOGIES LIMITED
JITENDRA C. SHAH
CHAIRMAN
Place: Bil, Dist. Vadodara
Date : 28.05.2011
Mar 31, 2010
The Directors have pleasure in presenting the Twenty Fourth Annual
Report on the business and operations of the Company and the Audited
Accounts for the Financial Year ended 31 st March 2010.
1. Financial Results
(Rs. in Lacs)
Particulars 2009-2010 2008-2009
Sales (net of excise duty)
and other income 7108.33 4712.58
Profit Before Interest and
Depreciation 590.56 265.26
Less:
a) Interest 206.68 166.38
b) Depreciation 95.46 95.33
PROFIT/LOSS BEFORE TAX & EXTRA
ORDINARY 288.42 3.55
ITEMS
Add interest on I.TRefunds 0.45 0.00
Add: Excess Provisionwrittln back 0.18 0.35
Less: Prior years IT Adjustments 44.21 (2.62)
Less: Foreign currency Monetary
Item Translation
Difference Account Write Off 2.70 0.00
PROFIT BEFORE TAXATION 242.14 6.52
Provision for Tax - Current 80.00 0.74
- FBT 0.00 2.20
- Deferred 8.60 1.41
PROFITAFTERTAX 153.54 2.17
Balance brought forward from
previous year 760.24 790.59
Amount available for
appropriation 913.78 792.76
APPROPRIATION
Transfer to Foreign currency
Monetary Item 0.00 10.21
Translation Difference
Proposd Dividend on Equity Share 38.13 19.07
Corporate Dividend Tax on above 6.48 3.24
Balance Carried over to next year 869.17 760.24
2. Dividend:
Your Directors recommend 10% Dividend on Companys paid 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.
44.62 lacs including dividend distribution tax of Rs. 6.49 lacs as
against Rs. 22.30 lacs including dividend distribution tax of Rs. 3.24
lacs in the previous year.
3. Operational Highlights:
India has shown a remarkable resilience in recovering from the global
economic slow down. The GDP growth which plunged from three years
average of over 9 per cent to 6.7 per cent in 2008-09 is moved up at
around 7.2 per cent in 2009-10. Indias exports have been expanding
since October, 2009. Similarly industrial sector recovery is
increasingly becoming broad based. Corporate sector has also recorded
improved profitability. Service Sector activities have shown buoyancy.
Besides, there is a sustained increase in bank credit. The Reserve
Bankof India, the apexbank has optimistically place GDP growth rate at
8% for the FY 2010-11.
Although the fiscal year 2009-10 did not witness any colorful ups and
downs but it has wonderfully scored in one respect, by bringing in arid
providing stability and growth momentum to the Indian economy. On
downside risks, the uncertainty still persisted about the pace and
shape of global recovery and private demand in major advanced
economies. The peaked inflation and hardening of energy pnces are
causing concern. However, with the kind of visionary support extended
and zeal shown by the government in pushing forward the reforms agenda
during such tough time, this would surety help Industries and other
sectors to excel in their respective performances and to successful
meetwith all types of challenges.
During the year under review, your Company has regained its position
what it was in 2007-08 and achieved Sales of Rs.7108.33 lacs as against
Rs.4712.58 lacs in the preceding year, showing volume growth of 50.84%.
Out of the total sales, the Company has aehieved sales worth Rs.5787.10
lacs towards sales of Distribution Transformers which accounts for
81.41% of total sales. The exports of the Company grew marginally from
Rs. 844.57 lacs in the previous year to Rs. 846.44 lacs in the current
year. However, the Company has made headway in exporting distribution
transformers which constitutes almost 42% of the exports sales.The
Company has recorded a net profit of Rs. 153.54 lacs from Rs. 2.17 lacs
in the financial year ended 2008-09. The operatingrnarginsforthe
financial yearended 2009-10 were at Rs.242.14 lacs as compared to
Rs.6.52 lacs in Ihe previous yearJThiiheatthypeffonttancewill certainly
help the Company in accelerating its growth in the current fiscal year.
4. Accrediation:
Your Directors are pleased to inform you that during the year under
review, your Company has participated in the Bureau of Energy
Efficiencys Voluntary Scheme for energy efficiency labeling, May, 2006
(Scheme) and has been authorized by the said Bureau for using three (3)
Star Rating labels on its Distribution Transformers with the capacity
of 25KVA/63KVA/ 100KVAand200KVA, respectively.
The Company is also holding ISO 9001:2000 Certificate since September,
2004 for quality systems in relation to its factory located at village
Bil, District Vadodara in the State of Gujarat.
5. Finance:
The Company has adequately arranged its fund based and non fund based
working capital requirements from Bank of Baroda and Standard Chartered
Bank, respectively. 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. Employee Stock Option Scheme:
Members approval was obtained at the Annual General Meeting held on
30.07.2009 for introduction of Employees Stock Option Scheme
(ESOS)-2009. However, considering low response from employees as well
as low volume of trading of shares, the Remuneration Committee decided
not to implement the said stock option scheme till further decision
taken in this regard. Hence, during the FY 2009-10, the Company did not
have any stock option scheme.
7. Management Discussion and Analysis:
The Management Discussion and Analysis Report is appended asAnnexure-1
to this Report.
8. Corporate Governance:
A separate Section on Corporate Governance is included in the Annual
Report and the certificate from the Companys Auditors confirming the
compliance&if <5onditûons on Corporate Governance as stipulated in
Clause 49 of the Listing Agreement with Stock Exchanges is annexed
thereto, which forms part of the Directors Report.
9. Directors:
Mr. Mukesh D. Patel and Mr. Jitendra C. Shah retileby rotation, and
being eligible, offer themselves for re- appointment.
10. Auditors:
The Auditors, M/s. Naresh and Co., Chartered Accountants, Vadodara
retire at the conclusion of the forthcoming Annual General Meeting and
being eligible have expressed their willingness to be re-appointed. The
Company has received a Certificate from M/s. Naresh and Company to the
effect that their re-appointment, if made, will be within the limit
prescribed under Section 224(1 B) of the Companies Act, 1956. The
statutory auditors have also confirmed that they hold a vald
cerilftcate Issued by the "Peer Review Board" of the Institute of
Chartered Accounteuts of India.
11. Auditors Report:
The Audirots Report is self explanatory and does not require any
further clarifications.
12. Fixed Deposits:
Your Company has not accepted any fixed deposits.
13. Energy, Technology and Foreign Exchange:
In accordance with the requirements of Section 217(1 )(e) of the
Companies Act, 1956, read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988, particulars with
respect to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo are given vide Annexure-2 and forms part of
this Report.
14. Particulars of Employees:
The statement of Particulars of Employees pursuant to Section 217 (2A)
of the CompaniesAct, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended, is not applicable to the company.
15. Directors Responsibility Statement:
The Directors state that:
(i)in the preparation of the annual accounts for the financial year
ended 2009-10, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
(ii)the Directors had selected such accounting made judgements and
estimates that are reasonable and prudent so as to give a true and fair
view of thl state of affairs of the Company at the end of the
fjfiancial year 2009-10 and of the profit or loss of the Corifpany for
that period ;
(iii)the Directors had taken pfbper and sufficient cam for tha
maintenance of adequate accounting records in accordance with the
provi|ion of this Act for safeguarding the assets of the Company for
that period ;
(iv)the Directors had prepared the annual accounts 0ft a gofri$ concern
basis.
16. Compliance Certificate:
The Company has obtained a compliance cerfiftcaie as requited u/s. 383A
of the Companies Act, 1956 which is attached herewith, forming part of
this report.
17. Personnel / Industrial relations:
During the penod under review, the personal and industrial relations
with the employees remained cordial in all respects.
18. Acknowledgement:
Your Directors wish to place on record their deep appreciation and
thanks to all the Banks, Central and State Government and Local
Authorities and all stakeholders for their continued co-operation in
the progress of your Company.
Your Directors also wish to place on record their wholehearted thanks
for the dedicated services rendered by the employees of the Company.
By order of the Board of Directors
For SHILCHAR TECHNOLOGIES LIMITED
Place: Bil, Dist. Vadodara JITENDRA C. SHAH
Date: 28.04.2010 CHAIRMAN