Shilchar Tech. Director Discussions


Your Directors have pleasure in presenting the 37th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March 2023.

1. FINANCIAL RESULTS:

[Rupees in Lacs]
2022-23 2021-22
Revenue from Operations 28,024.12 18,018.21
Other Income 808.12 335.38
Total Revenue 28,832.24 18,353.60
Less: Expenses before Interest and Depreciation 23,316.52 16,076.62
Less: (a) Interest 59.96 107.43
(b) Depreciation 240.36 257.93
Profit / (Loss) Before Tax 5,816.04 1,911.62
Less: Tax Expenses
Current Tax 1,489.92 508.42
Deferred Tax 10.74 29.05
Short/ (Excess) provision of earlier year 3.14 (29.89)
Profit after Tax 4,312.24 1,404.04

1. TRANSFER TO RESERVES:

No amount is transferred to the reserves by the Company.

2. DIVIDEND:

Your Directors have recommended a dividend of Rs. 10 /- per share (i.e. 100%) on Companys 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. 3,81,34,000/-.

3. OPERATIONAL HIGHLIGHTS AND PROSPECTS/ STATEMENT OF AFFAIRS:

The Company earned operational income of Rs. 28,024.12 lakhs compared to Rs. 18,018.21 lakhs for the previous year. The other income is Rs. 808.12 lakhs compared to Rs.335.38 lakhs in the previous year.

The total revenue for the year is Rs. 28,832.24 lakhs against Rs. 18,353.60 lakhs in the previous year. Profit after tax is Rs. 4,312.24 lakhs as compared to previous year figure of Rs. 1,404.04 lakhs.

The Company has concentrated on catering needs of renewable energy sector including solar and wind energy in local market where in the Company has been enjoying commendable position being one of the top companies in India supplying transformers for renewable energy.

There is no change in nature of business of the Company during the financial year. The Company has prepared the Financial Statements for the Financial Year 2022-2023 in accordance with Indian Accounting Standards (IND-AS).

4. PROSPECTS:

The current economic scenario would show positive signal of growth in power production especially in renewable energy sector. The company has tremendous foothold in this sector. The Company also looks forward to new business from local private sectors and its export business.

INSURANCE:

All the properties of the Company including buildings, plant & machinery and stocks have been insured.

4. ACCREDITATION:

Your Company has taken BIS approval for many ratings of transformers during the year.

The Company has also received ISO 9001:2015 Certificate for its new plant during year 2018-19.

5. CREDIT FACILITIES:

Company has availed working capital facilities from HDFC Bank Limited & The HongKong and Shanghai Banking Corporation Limited. During the year under review, the Company was comfortable in meeting its financial requirements. Effective financial measures have been continued to reduce cost of interest and bank charges.

6. TRANSFER OF UNCLAIMED DIVIDEND 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 31/03/2015 was due for remittance on or before 14/08/2022 and Interim Dividend during FY 2015-16 was due for remittance on or before 19/04/2023 to the Investor Education and Protection Fund established by the Central Government. Pursuant to the provisions of Section 125 of the Companies Act, 2013, every year the Company transfers shares to IEPF Account of Central Government for which dividend has remained unclaimed/unpaid for consecutive 7 years.

During the financial year 2022-23, the Company transferred unclaimed dividend amount of Rs. 45,989/- and Rs. 72,742 with IEPF Account of Central Government on 14/08/2022 and 14/03/2023 respectively. Further, the Company transferred 1000 Equity Shares with IEPF Account effective from 16.09.2022 and 200 Equity Shares with IEPF Account effective from 03.04.2023, for which dividend / interim dividend were unclaimed for seven consecutive years. The amount of Unpaid / Unclaimed Dividend Account 2016 (Final Dividend) is Rs. 17681.50 and it will be transferred to Investor Education and Protection Fund by 13-08-2023 (i.e. after 7 years from the date of transfer to unpaid dividend account i.e 13-08-2023).

7. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2023 was Rs. 3,81,34,000/-, divided into 38,13,400 Equity Shares of Rs. 10 each. During the year under review the company has not issued any shares or any convertible instruments.

8. MATERIAL CHANGES AND COMMITMENT OCCURRED AFTER THE END OF FINANCIAL YEAR AND UP TO THE DATE OF REPORT.

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 and 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 Companys day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks.

11. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility, the Company has laid down CSR Policy. The composition of CSR committee, contents of CSR Policy and Report on CSR activities carried out during the year 2022-23 is as per Annexure- II attached with this Report. The Policy has been uploaded on the Companys website and can be accessed at the webhttps://www.shilchar.com/under investors/ policy documents.

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 Note no. 8 of the Financial Statements.

13. RELATED PARTY TRANSACTIONS

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companys 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 Regulations. This Policy was considered and approved by the Board has been uploaded on the website of the Company at https://www.shilchar.com/under investors/ policy documents/Related Party Policy link.

14. DIRECTORS & KMP

During the year, the shareholders at 36th Annual General Meeting held on 8th August, 2022 made re-appointment of Mr. Alay J. Shah (DIN-00263538) as Managing Director with effect from 1st August, 2022 for a further tenure of 5 years. Moreover, the appointment of Mr. Aashay Alay Shah (DIN- 06886870) was regularized as a Director and designated as Whole Time Director.

14.1 BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

14.2 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Independent Directors, Senior Management and their remuneration. The Remuneration Policy is enclosed as Annexure-IV.

14.3 MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The required particulars of various Committees are stated in the Corporate Governance Report, attached herewith.

14.4 DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013, Listing Regulations and the relevant rules. The Independent Directors confirm that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that he/she is independent of the management.

Policies

During the year under review, the Board of Directors of the Company has adopted /approved changes policies in compliance with the recent amendments in the Act and SEBI Listing Regulations.

14.5 WHISTLE BLOWER POLICY

The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors, pursuant to Section 177 of the Companies Act, 2013 and the Rules made thereunder to report genuine concerns of Directors and Employees. The Policy has been uploaded on the Companys website and can be accessed at the webhttps://www.shilchar.com/under investors/ policy documents/Whistle Blower Policy.

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.shilchar.com under investors/policy documents/Vigil Mechanism Policy link.

16. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standard 1(SS-1) relating to the meetings of the Board of Directors and Secretarial Standard 2 (SS-2) relating to the General meetings issued by the Institute of Company Secretarial of India and approved by the Central Government.

17. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the (c) Financial year and of the 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.

18. ANNUAL RETURN

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

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

20. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review. No Unsecured loan availed from Directors during the year.

21. AUDITORS

21.1 STATUTORY AUDITORS

The Companys Auditors M/s. CNK & Associates LLP, Chartered Accountants, Vadodara have been re-appointed as Auditors of the Company to hold the office from the conclusion of ensuing 36th Annual General Meeting until conclusion of 41st Annual General Meeting. As required under Listing Regulations, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

21.2 SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed 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 ‘.

21.3 COST AUDITORS

Pursuant to provisions of section 148 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, the Board, on the recommendation of the Audit Committee, has approved the appointment of M/s. K.H. SHAH & Co., Cost Accountants as the Cost Auditors and remuneration payable to them, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2023. The Company has received a letter from M/s. K.H. SHAH & Co., Cost Accountant, Vadodara showing their willingness to be appointed as a cost Auditors stating that they are not disqualified under section 148(2) read with section 141(3) of the Companies Act, 2013.

21.4 INTERNAL AUDITORS

M/s. Sharp & Tannan Associates, Chartered Accountants (FRN: 109983W), Vadodara has been appointed as Internal Auditors of the company from the financial year 2022-2023 onwards. The reports of the Internal Auditors are being reviewed by the audit committee from time to time.

22. OBSERVATION OF AUDITORS

There are no material qualifications, reservations or adverse remarks made by the Auditors. Observations of auditors are self-explanatory and do not call for further information. The auditors have not reported any frauds under sub section 12 of Section 143.

23. INTERNAL CONTROL SYSTEM AND 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.

24. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review. b. SWEAT EQUITY

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

c. BONUS SHARES

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.

25. CORPORATE GOVERNANCE:

As per Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Section on Corporate Governance on corporate governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this Report.

26. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as Annexure-VI to this Report.

27. PARTICULARS OF EMPLOYEES:

The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as below:

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-2023, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-2023 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 2021-2022 Ratio of remuneration of each Director / to median remuneration of employees
1. Mr. Alay Shah, Managing Director 16.67% 55.41:1
2. Mr. Prajesh Purohit, 8.37% 4.11:1
Chief Financial Officer
3 Mrs. Niki Tiwari, Company Secretary 6.67% 0.63:1
4. Mr. Aashay Alay Shah 100% 15.86:1

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 25,207/-.

iii) In the financial year, there was an increase of 16.69% (Rs.3,606/-) in the median remuneration of employees;

iv) There were 115 permanent employees on the rolls of Company as on March 31, 2023.

v) Average percentage decrease made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2022-2023 was 6.135% whereas the increase in the managerial remuneration for the same financial year was 13.75%

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.

The statement containing names of top Ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014 is furnished as below:

Sr. No. Name of Employee Designation Age Qualification Experience Date of joining (in years)
1 Ashok Bhambhani HEAD - BUISNESS DEVLOPMENT 61 BE 36 02-04-2019
2 Rajendra Nath COO 55 BE Mechanical , MBA 31 22-07-2019
3 H G Manjunath DGM 44 BE EC 21 08-04-2018
4 Varun Rekhi Sr Business Dev. North Region 35 BE Electrical 12 12-04-2021
5 Sohil Dave Sr Manager 36 BE Electrical 15 01-05-2018
6 Prajesh Purohit Sr Manager (F & A) 61 B.Com 38 11-09-1995
7 Nirav Pandya Sr Manager 42 DEE 21 22-11-2011
8 Piyush Trivedi Sr Manager 50 B. Com 28 15-10-2007
9 Vishwas Desai Sr. Manager 38 MSW,DLP & PGDHRD 16 22-06-2015
10 Hitesh Patel Sr. Manager 46 BE 19 06-12-2011

28. MAINTENANCE OF COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 dated 31/12/2014, the activity of your Company falls under Non-regulated sectors and maintenance of cost records as well as the cost audit, as the case may be has been applicable to the Company for the Financial Year 2022-2023.

29. HUMAN RESOURCES:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

In terms of Schedule V read with Regulation 34(3) of SEBI (LODR) Regulation, 2015, disclosures relating to Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 are given as below: No complaint is outstanding as on March 31, 2023 for redressal.

(i) Number of complaints filed during the financial year: NIL (ii) Number of complaints disposed of during the financial year: NIL (iii) Number of complaints pending as at the end of the financial year: NIL

31. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS/ COURTS

During the year, no significant and material order was passed by the Regulators or courts.

32. Details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 during the year along with the current status:

During the year under Review, neither any application was made nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

33. The Details Of Difference Between Amount Of The Valuation Done At The Time Of One-Time Settlement And The Valuation Done While Taking Loan From The Banks Or Financial Institutions Along With The Reasons Thereof: Not Applicable

34. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your 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 Alay Shah
Date: 29.04.2023 Chairman & Managing Director
(DIN- 00263538)