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Directors Report of Shilchar Technologies Ltd.

Mar 31, 2016

BOARD’S 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 year’s 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 year’s 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 Company’s 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 Company’s 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 Companies’ 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 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 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 arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company’s 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:—

(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 Company’s 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 “Annexure V”.

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 Company’s 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 <5ondit»ons 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

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