Shalimar Wires Industries Ltd Directors Report

To the Members

Your Directors have pleasure in presenting 28^thAnnual Report on the working of the Company together with the audited accounts for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS

The financial results of the Company as prescribed in the said Accounts are summarized below :

Particulars	2023-24	2022-23
	(Rs. In lakhs)	(Rs. In lakhs)
Revenue from Operations (Net)	12850.37	12079.95
Other Income	479.07	279.50
Total Revenue	13329.44	12359.45
Less : Total Expenses	10830.53	9831.94
Profit before Finance Cost and Depreciation	2498.91	2527.51
Less : Finance Cost	1258.12	1496.74
Depreciation and Amortization Expense	1291.97	979.13
Profit before exceptional/extra-ordinary items	(51.18)	51.64
Add : Exceptional Items	197.80	601.28
Profit before Tax	146.62	652.92
Add : Deferred Tax		-
Profit for the year from continuing operation	146.62	652.92
Profit/(Loss) from discontinuing operation		-
Other comprehensive income	55.11	(15.80)
Profit/(Loss) for the year	201.72	637.12

OPERATIONAL REVIEW

During the year under review, the total revenue of the company has improved by 8% i.e.Rs. 13329.44 lakhs as compared to Rs.12359.45 lakhs in the previous year. During the year, the operating surplus (profit before finance cost and depreciation) of the Company was Rs. 2498.51 lakhs as compared to Rs.2527.51 lakhs in the previous year. The other expenses include payment of Rs. 370.24 lakhs to DGFT under Amnesty Scheme on account of pending export obligation of Nasik unit since closed and after charging of this one time expense, the total loss during the year is Rs. 51.18 lakhs as against total profit of Rs. 51.64 lakhs during the previous year.

The Company had profit of Rs. 197.80 lakhs as exceptionl item on account of sale of immovable properties and after adding the comprehensive income of Rs. 55.11 lakhs and after adjusting operating loss of Rs. 51.18 lakhs, total profit of the year was Rs. 201.72 lakhs as against total profit of Rs. 637.12 lakhs in the previous year. There has been no change in the nature of business of the Company during the year. There are no significant changes in key financial ratios as compared to immediately previous financial year.

MSME REGISTRATION

As per new guidelines issued by Govt. of India, the Company has been granted registration under MSME vide registration no. UDYAM-WB-10-0000193 dated 6th July,2020.

CREDIT RATING

The Company has received credit rating from CRISIL Ratings Limited and has been granted CRISIL BB- /Stable ( upgraded from B+ earlier ) for Long Term Rating and CRISIL A4+(upgraded from A4 earlier) for Short Term Rating.

DIVIDEND

Due to inadequate profit, your Directors do not recommend any dividend on Equity Shares for the year under review.

RESERVES

During the financial year under review,the Company has transferred total profit of Rs. 201.72 lakhs to General Reserve.

EXPORT

The Companys export turnover was Rs. 2685.85 lakhs during the year under review, as compared to Rs. 2658.38 lakhs in the previous year.

DEPOSITS

The Company has not accepted any public deposit since its inception.

MODERNIZATION CUM EXPANSION PLAN

The Company has already started commercial production in its two imported Looms and has also added two imported seaming machines, one Stretching Machine and other equipments in its manufacturing facility at Uttarpara unit in West Bengal. To strengthen its modernisation and expansion plan, the Company has also placed an order for purchase of one more imported loom and seaming machine for production of SSB and is expected that companys profitability will increase substantially in coming years once new facility is added.

DIRECTORS

As per provisions of Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014, Mr. Vedant Khaitan (DIN 06942868) Director of the Company, retires by rotation and being eligible offer himself for re-appointment. The resolution has been included in the Agenda of the ensuing Annual General Meeting. Approval of the members is sought for the said appointment.

Pursuant to the provisions of Section 149 and 152 read with Schedule IV of the Companies Act, 2013 and the Rules made thereunder, the shareholders in its meeting held on 30^th September, 2020 inter-alia, confirmed appointment of Mrs. Trishna Guha (DIN: 08200779)as Independent Directors with effect from 11^th February,2020 till 10^th February,2025. As per the provisions of Section 149(10) of the Companies Act, 2013, Independent Director can be re-appointed for a second term of up to five consecutive years on passing of special resolution by shareholders of the Company and disclosure of such appointment in its Boards report. Accordingly, in terms of Sections 149(10) and 149(11) of the Companies Act, 2013, the first term of Mrs. Trishna Guha is due to expire on 10^th February,2025. The Board of Directors at its meeting held on 27^th May, 2024, after considering the recommendation of the Nomination and Remuneration Committee and on the basis of vast knowledge and experience of Mrs Trishna Guha in banking sector and subject to approval of the shareholders, recommended re-appointment of Mrs. Trishna Guha for a second term of five years from 11^h February,2025 to 10^th February,2030 as Independent Director on the Board of the Company.

The resolutions have been included in the Agenda of the ensuing Annual General Meeting. Brief particulars of Mr.Vedant Khaitan and Mrs Trishna Guha as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been given in the Notice convening the ensuing Annual General Meeting and your Board recommend their appointment/re-appointment as set out in the Notice.

KEY MANAGERIAL PERSONNEL (KMPs)

There was no change in key managerial personnel during the year under review, except Mr. Vedant Khaitan who was appointed as Jt. Managing Director of the Company w.e.f. 1^st June, 2023.

INTER-SE RELATIONSHIPS BETWEEN THE DIRECTORS

None of the directors of the Company are related inter-se, except for Mr. Vedant Khaitan, who is Joint Managing Director of the Company, is the son of Mr. Sunil Khaitan, Chairman & Managing Director of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

Your Company has received declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI Listing Regulations, 2015 that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI Listing Regulations, 2015 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge their duties with an objective independent judgment and without any external influence. All the declarations were placed before the Board.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board of Directors of the Company, based on the recommendation of the Nomination & Remuneration Committee has formulated a Remuneration Policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy has been placed on the website of the Company atwww.shalimarwires.comundertheweblinkhttps://www.shalimarwires.com/pol_cd/11NominationRemunerationPolicy.pdf.pdf

STATUTORY AUDITORS

In terms of Section 139(2) of Companies Act, 2013, M/s. Khandelwal Ray & Co. Chartered Accountants, Kolkata (Regn. No. 302035E) were re-appointed as the Statutory Auditors of the Company to hold office for five consecutive years starting from the conclusion of the 26^st Annual General Meeting held on 24^th September, 2022 until the conclusion of the 31st Annual General Meeting of the Company at a remuneration as fixed by Board of Directors from time to time.

AUDITORS REPORT

The Auditors Report for the Financial Year 2023-24 does not contain any qualification, reservation and adverse remark. Further in terms of section 143 of the Companies Act,2013 read with Companies (Audit and Auditors ) Rules, 2014 as amended by notification/circulars issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported by the Auditor of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company.

COST AUDITORS

The Audit Committee in its meeting held on 27^th May, 2024 has recommended the reappointment of M/s. Mitra Bose & Associates, the Cost Auditor to conduct the cost audit of the company for the financial year 2024-25 in terms of section 148(3) of the Companies Act, 2013. Accordingly the Board appointed the said firm of Cost Accountants to carry out the cost audit for the year 2024-25 on the remuneration as recommended by the Board and approved by the members in ensuing Annual General Meeting of the Company. The Auditors Report are self-explanatory and therefore do not call for any further explanations/comments.

INTERNAL AUDIT

The Company has engaged M/s. Chaturvedi & Co., Chartered Accountants as its Internal Auditor and their scope of work and the plan for audit has been approved by the Audit Committee. The report submitted by them to the Audit Committee is regularly reviewed and their findings are discussed with the senior management and suitable corrective action taken on an ongoing basis to improve efficiency in operations.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. MR & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the company for the financial year 2024-25. The report of the Secretarial Audit is annexed herewith as Annexure-III. All the necessary measures has already been initiated by the Company as suggested by Secretarial Auditor in their report.

Further the Company will file the Annual Secretarial Compliance Report for the year ended 31^st March, 2024 issued by the Secretarial Auditor with Bombay Stock Exchange on or before 29^th May, 2024.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards.

OTHER DISCLOSURES

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report and a certificate from the Statutory Auditors M/s. Khandelwal Ray & Co., Chartered Accountants regarding compliance of the conditions of corporate governance as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) 2015 is given in Annexure-I, forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Sec. 135 of the Companies Act, 2013 stipulates expenditure of 2% of the average net profit of preceding 3 financial years on CSR activities. The Act requires the Board to constitute a Corporate Social Responsibility Committee of the Board which has already been constituted. The company has formulated CSR Policy for promotion of education, healthcare and other activities which is uploaded on website of the company. The net profit of the Company during the preceding 3 financial years is below the stipulated limit of Rs. 5 crores and hence the relevant provisions of the Act is not applicable on the Company.

DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY ETC.

Necessary information pursuant to sub-section (3) of section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is presented in Annexure-II to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report have been made a part of the Annual Report and is annexed to this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Control System based on values of integrity and operational excellence. Pursuant to the provisions of section 134(5)(e) of the Act, Your Company has in consultation with a reputed consultancy firm strengthened the existing financial controls of the Company. Such internal financial controls were found to be adequate for a size of the company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH OCCURRED BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company that have occurred between the close of financial year ended 31^st March,2023 and date of this Directors Report.

SIGNIFICANT AND MATERIAL ORDERS

There are no material/significant orders passed by Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations. No application or proceeding was made or pending against the Company under the Insolvency and Bankruptcy Code,2016 during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loan, Guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 is given in the Financial Statement forming part of the Annual Report.

ENVIRONMENT, SAFETY AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is conscious of clean environment and safe operations. It ensures safety of all concerned, compliance with environmental regulations and preservation of natural resources. As required under section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013, the Company has an internal policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board.

INSURANCE

Adequate insurance cover has been taken for properties of the Company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary. The Company has also taken Directors & Officers Liability Insurance to protect and safeguard the directors and officers of the Company from the risk of getting sued or being held legally responsible for any sort of malpractices, negligence or injury.

REGISTERED OFFICE

There was no change in registered office of the Company during the financial year under review. The present address of registered office is at 25, Ganesh Chandra Avenue, Kolkata- 700 013.

ANNUAL RETURN

The Annual Return can be assessed at Companys website at www.shalimarwires.com and the weblink is https:// www.shalimarwires.com/other_info/Ar23.pdf

SHARE CAPITAL

The issued and subscribed capital of the company as on 31^st March, 2024 is Rs. 855.10 lakhs comprising of 4,27,55,123 equity shares of Rs. 2/- each and there is no change in share capital since last year.

NUMBER OF BOARD MEETINGS

The Board of Directors meeting were held five times during the year ended 31st March, 2024 through audio-visual means (i.e. on27.05.2023, 27.07.2023, 11.08.2023, 11.11.2023 and 09.02.2024). The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report.

COMPOSITION OF COMMITTEE OF DIRECTORS

The Board has constituted the following Committees of Directors: (a) Audit Committee, (b) Nomination & Remuneration Committee. (c) Stakeholder Relationship Committee. The detailed composition of above Committees is given in Corporate Governance Report.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arms length basis and are in compliance with the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc, which may have potential conflict with the interest of the Company at large. All related party transactions are presented to the Audit Committee and the Board for its approval. The related party transactions policy as approved by the Board is uploaded on Companys website: www.shalimarwires.com and weblink is: https://www.shalimarwires.com/pol_cd/2RelatedPartytransaction.pdf. pdf Disclosure as required under Accounting Standard- 18 and in terms of point A(2) and Schedule V of the SEBI Listing Regulations, 2015 have been made in note no. 34 to the financial statements for the year ended 31^st March,2024.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the SEBI Listing Regulations, 2015, your Company is required to conduct Familiarisation Programme for Independent Directors (IDs) to familiarise them about the Company including nature of industry in which your Company operates, roles, rights and responsibilities of IDs and any other relevant information. Further, pursuant to Regulation 46 of the SEBI Listing Regulations, 2015, your Company is required to disseminate on its website, details of familiarisation programme imparted to Independent Directors during the year. During the year under review, five familiarisation programmes were conducted during the Board meetings of the Company. Further, the Board has open channels of communication with the executives which allows free flow of communication among Directors in terms of raising query, seeking clarifications and other related information. The Programme is available for inspection at www.shalimarwires.com and weblink is https://www.shalimarwires.com/pol_cd/Fp24.pdf

ANNUAL EVALUATION OF BOARD AND ITS COMMITTEES PERFORMANCE

During the financial year, the Board evaluated its own performance as well as that of its Committees and individual Directors. The exercise was carried out covering various aspects of the Boards functioning such as composition of the Board &committees, qualification, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Non-Independent Directors. The performance of Independent Directors has been evaluated based on the guidelines as provided under Schedule IV of the Act. The evaluation of the Independent Directors was carried out by the entire Board except by the Director being evaluated. The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The prescribed particulars of employees and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-IV to this report. There was no employee who is in receipt of annual / monthly remuneration as prescribed under relevant provisions of the Act and the details of remuneration of top 10 employees are available for 21 days before the Annual General Meeting and shall be made available to any shareholder through electronic mode on the request being sent at secretarial@shalimarwires.com, as required under provision of section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

As required under section 177(9) & (10) of the Companies Act, 2013, the Company has established a vigil mechanism/whistle blower policy. The policy allows intimation by affected persons in good faith of concern or misconduct through a written communication. The Audit Committee oversees the vigil mechanism for disposal of the complaint. Direct access to the Chairman of the Audit Committee is also allowed in exceptional cases. The vigil mechanism/whistle blower policy is available on the Companys website atwww.shalimarwires.com under the weblink: https://www.shalimarwires.com/pol_cd/5WhistleBlowerPolicy.pdf.pdf

RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures, which shall be responsible for framing, implementing and monitoring the risk management plan of the company.

DIRECTORS RESPONSIBILITY STATEMENT

The Audited Accounts for the year under review are in conformity with the requirements of the Act and the Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year under review and reasonably presents your Companys financial condition and results of operations.

In terms of provisions of Section 134(5) of the Companies Act, 2013, your Board of Directors to the best of their knowledge and ability confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any, save and except as mentioned in the Auditors Report.

ii) The Directors have 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 loss of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) The Directors have prepared the annual accounts on a going concern basis;

v) The Directors have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription / purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

5. There has been no change in the nature of business of your Company.

6. During the year, the Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence 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 is not applicable.

7. There was no revision of financial statements and Boards Report of the Company during the year under review

INDUSTRIAL RELATIONS

The Company continued to have cordial relations with the employees at its plant located at Uttarpara, Registered Office and Branch Offices and the Board records its appreciation for the useful contribution made by them.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation for the support and cooperation extended by the lenders i.e. Financial Institutions and Banks, customers, suppliers, employees, investors and Government Authorities during the year.

Place :Kolkata	By Order of the Board
27th May, 2024	Shalimar Wires Industries Limited
Registered Office:	Sunil Khaitan
25, Ganesh Chandra Avenue	Chairman & Managing Director
Kolkata – 700 013	DIN-0038596