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To the Members

Your Directors have pleasure in presenting 27thAnnual Report on the working of the Company together with the audited accounts for theFinancial year ended 31st March, 2023.

FINANCIAL RESULTS

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

Particulars 2022-23 2021-22
(Rs. In lacs) (Rs. In lacs)
Revenue from Operations (Net) 12079.95 9712.21
Other Income 279.50 385.53
Total Revenue 12359.45 10102.74
Less : Total Expenses 9829.94 9044.67
Profit before Finance Cost and Depreciation 2529.51 1058.07
Less : Finance Cost 1498.74 1258.73
Depreciation and Amortization Expense 979.13 852.57
Profit before exceptional/extra-ordinary items 51.64 (1053.23)
Add : Exceptional Items 601.28 1044.79
Profit before Tax 652.92 (8.44)
Add : Deferred Tax - -
Profit for the year from continuing operation 652.92 (8.44)
Profit/(Loss) from discontinuing operation - -
Other comprehensive income (15.80) (0.76)
Profit/(Loss) for the year 637.12 (9.20)

OPERATIONAL REVIEW

During the year under review, the total revenue of the company has improved by 22.34% i.e. Rs.12359.45 lacs as compared to Rs.10102.74 lacs in the previous year. During the year, the operating surplus (Profit before _nance cost and depreciation) of the Company has increased by 239% i.e. Rs. 2529.51 lacs as compared to Rs.1058.07 lacs in the previous year.Total Profit during the year is Rs. 51.64 lacs as against total loss of Rs. 1053.23 lacs in the previous year.During the year, the Company has shown Profit of Rs. 601.28 lacs as exceptional items on account of write back of liabilities and partial realisation of sale of immovable properties of the company and the total Profit of the company, after comprehensive loss of .Rs.15.80 lacs was Rs. 637.12 lacs as against total loss of Rs. 9.20 lacs in the previous year.

There has been no change in the nature of business of the Company during the year. There are no signi_cant changes in keyFinancial ratios as compared to immediately previousFinancial 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 B+ /Stable (Rea_rmed) for Long Term Rating and CRISIL A4 (Rea_rmed) 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 theFinancial year under review,the Company has transferred total Profit of Rs. 637.12 lacs to General Reserve.

EXPORT

The Company’s export turnover has increased by 31% i.e. Rs. 2658.38 lacs during the year under review, as compared to Rs. 2025.89 lacs 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 for production of SSB and is expected that company’s Profitability will increase substantially in coming years once new facility is added.

OUTSTANDING DEBENTURE HOLDERS DUES

Board for Industrial and Financial Reconstruction (BIFR) vide its order dated 10th June, 2010, has granted exemption to the companyfrom applicability of Section 205C of erstwhile Companies Act, 1956 in respect of outstanding dues of Public Debenture Holders and allowed Company to make payment to debenture holders as and when redemption request is received by the Company. Accordingly the Company has taken opinion from retired Supreme Court Judge and on that basis, the Company has written back the liability of public debenture holders during the year.The Company will continue to make payment to debenture holders as and when redemption request is received by the Company from any of the public debenture holders.

DIRECTORS

The nomination of Mr. Arindam Biswas (DIN :09062921) as Nominee Director of the Company was withdrawn by Asset Reconstruction Company (India) Ltd. (ARCIL) w.e.f. 20th May, 2022.

As per provisions of Section 152 of the Companies Act, 2013 read with Companies (Appointment and Quali_cations of Directors) Rules, 2014, Mr. Sunil Khaitan (DIN 00385961) Director of the Company, retires by rotation and being eligible o_er 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.

On the recommendation of Nomination and Remuneration Committee in its meeting held on 27th May, 2023, Mr. Sunil Khaitan has been re-appointed as Chairman and Managing Director of the Company by the Board for a period of 3 years w.e.f 1st April, 2023 in terms of Section 196, 197 and 203 read with Schedule V of the Companies Act, 2013, whose period of o_ce shall be liable to retirement of directors by rotation. 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 29th September,2018 inter-alia, con_rmed appointment of Mr. Parmanand Tiwari (DIN: 00731341 ) and Dr. Rajiva ( DIN : 05193258) as Independent Directors with e_ect from 13th August,2018 till 12th August,2023. As per the provisions of Section 149(10) of the Companies Act, 2013,

Independent Directors can be re-appointed for a second term of up to _ve consecutive years on passing of special resolution by shareholders of the Company and disclosure of such appointment in its Board’s report. Accordingly, in terms of Sections 149(10) and 149(11) of the Companies Act, 2013, the _rst term of Mr. Parmanand Tiwari and Dr. Rajiva is due to expire on 12th August,2023. The Board of Directors at its meeting held on 27th May, 2023, after considering the recommendation of the Nomination and Remuneration Committee, on the basis of vast knowledge and experience of Mr Tiwari in _nance and taxation matters and vast knowledge and experience of Dr. Rajiva in banking sector and subject to approval of the shareholders, recommended re-appointment of Mr. Parmanand Tiwari and Dr. Rajiva for a second term of _ve years from 13th August,2023 to 12th August,2028 as Independent Directors on the Board of the Company. Since Mr. Tiwari and Dr. Rajiva both have completed 73 years of age and in terms of Regulation 17(1A) of SEBI (LODR) Regulation,2015, approval from the members has been sought by way of Special Resolution as they will be attaining the age of 75 years during their tenure as Independent Director with the Company.

On the recommendation of Nomination and Remuneration Committee, the Board appointed Mr. Vedant Khaitan (DIN:06942868 ) as Additional Director in the executive category on 27th May,2023 who shall hold o_ce up to the date of the ensuing Annual General Meeting. The company has received a notice as per the provisions of section 160(1) of the Companies Act, 2013 from a member proposing his appointment as a director. The Company has also received from Mr. Vedant Khaitan consent to act as Director in writing in Form DIR-2 pursuant to Rule 8 of Companies (Appointment and Quali_cation of Directors) Rules, 2014, and disclosure in Form DIR-8 pursuant to Rule 14(1) of the Companies (Appointment and Quali_cation of Directors) Rules, 2014 to the e_ect that he is not disquali_ed under sub section (2) of Section 164 of the Companies Act, 2013.Based on his vast experience in managing overall a_airs of the Company, the Board recommends the appointment of Mr. Vedant Khaitan as Director of the Company under executive category. Mr. Vedant Khaitan is son of Mr. Sunil Khaitan, Chairman & Managing Director of the Company. On the recommendation of Nomination and Remuneration Committee, the Board in its meeting held on 27th May,2023 appointed Mr. Vedant Khaitan as Joint Managing Director of the Company for a period of 3 years w.e.f 1st June,2023, subject to his appointment as Director and subject to approval of shareholders in the ensuing Annual General Meeting of the Company, in terms of Section 196, 197 and 203 read with Schedule V of the Companies Act, 2013, whose period of o_ce shall be liable to retirement of directors by rotation. The resolutions have been included in the Agenda of the ensuing Annual General Meeting.Brief particulars of Mr. Sunil Khaitan, Mr. Parmanand Tiwari, Dr. Rajiva and Mr.Vedant Khaitan as required under Regulation 26(4) and 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 recommends 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.

INTER-SE RELATIONSHIPS BETWEEN THE DIRECTORS

None of the directors of the Company are related inter-se, except for Mr. Vedant Khaitan, who is being appointed as Director in this Annual General meeting, 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 in_uence. 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.com under theweblink http://www.shalimarwires.com/uploaded/5b71775bcd5ef_ Nomination%20&%20Remuneration%20Policy.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 o_ce for _ve consecutive years starting from the conclusion of the 26st Annual General Meeting held on 24th Sptember,2022 until the conclusion of the 31st Annual General Meeting of the Company at a remuneration as _xed by Board of Directors from time to time.

AUDITORS’ REPORT

The Auditors Report for the Financial Year 2022-23 does not contain any quali_cation, 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 noti_cation/circulars issued by the Ministry of Corporate A_airs from time to time, no fraud has been reported by the Auditor of the Company where they have reason to believe that an o_ence involving fraud is being or has been committed against the Company by o_cers or employees of the Company.

COST AUDITORS

The Audit Committee in its meeting held on 27th May, 2023 has recommended the reappointment of M/s. Mitra Bose & Associates, the Cost Auditor to conduct the cost audit of the company for theFinancial year 2023-24 in terms of section 148(3) of the Companies Act, 2013. Accordingly the Board appointed the said _rm of Cost Accountants to carry out the cost audit for the year 2023-24 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 _ndings are discussed with the senior management and suitable corrective action taken on an ongoing basis to improve e_ciency 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 theFinancial year 2023-24. 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.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards.

OTHER DISCLOSURES

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report and a certi_cate 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 3Financial 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 3Financial 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 _rm strengthened the existingFinancial controls of the Company. Such internalFinancial 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 a_ecting theFinancial position of the Company that have occurred between the close ofFinancial year ended 31st March,2023 and date of this Directors Report.

SIGNIFICANT AND MATERIAL ORDERS & PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no material/signi_cant 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.During the year, the Company has availed inter corporate loan facility of Rs. 65 crores from a body corporate repayable in 96 equal instalments, which has been utilised for repaying the existing high cost debts of the Company.

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 _re, earthquake and other risks as considered necessary. The Company has also taken Directors & O_cers Liability Insurance to protect and safeguard the directors and o_cers 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 o_ce of the Company during theFinancial year under review. The present address of registered o_ce is at 25, Ganesh Chandra Avenue, Kolkata- 700 013.

ANNUAL RETURN

The Annual Return can be assessed at Company’s website at www.shalimarwires.com and the weblink is http:// www.shalimarwires.com/others/641ebda4c21dc_Annual%20Return%20MGT-7.pdf

SHARE CAPITAL

The issued and subscribed capital of the company as on 31st March, 2023 is Rs. 855.10 lacs 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 four times during the year ended 31st March, 2023 through audiovisual means (i.e. on30.05.2022, 10.08.2022, 11.11.2022 and 14.02.2023 ) 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 arm’s length basis and are in compliance with the Companies Act, 2013 and the Listing Regulations. There are no materially signi_cant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc, which may have potential con_ict 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 Company’s website: www.shalimarwires.com and weblink is: 646c943a61519_Related Party transaction.pdf (shalimarwires. com) 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. 36 to theFinancial statements for the year ended 31st March,2023.

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, _ve 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 _ow of communication among Directors in terms of raising query, seeking clari_cations and other related information. The Programme is available for inspection at www.shalimarwires.com and weblink is 646c94a09b0e6_familarisation of indepedent directors 2023.pdf (shalimarwires.com)

ANNUAL EVALUATION OF BOARD AND IT’S COMMITTEES PERFORMANCE

During theFinancial 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,quali_cation, experience & competencies, performance of speci_c duties & obligations, governance issues etc. Separate exercisewas carried out to evaluate the performance of Non-Independent Directors. The performance of Independent Directors has beenevaluated based on the guidelines as provided under Schedule IV of the Act. The evaluation of the Independent Directors wascarried out by the entire Board except by the Director being evaluated. The directors were satis_ed with the evaluation results,which re_ected 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 shareholderthrough 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 a_ected 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 Company’s website at www.shalimarwires.com under the weblink : Shalimar Wires Industries Limited "Whistle Blower Policy"

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. TheFinancial statements re_ect fairly the form and substance of transactions carried out during the year under review and reasonably presents your Company’sFinancial 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 con_rm 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 a_airs of the Company at the end of theFinancial year and of the loss of the Company for that period; iii) The Directors have taken proper and su_cient 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 internalFinancial controls to be followed by the Company and that such internalFinancial controls are adequate and are operating e_ectively; 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 e_ectively.

DISCLOSURES

Following disclosures are made under the Companies (Accounts) Rules, 2014: i) The financial summary or highlights are discussed at the beginning of thisreport; ii) There is no change in the nature of business; iii) There is no company which has become or ceased to be the Company’s subsidiary, joint venture or associate company during the year; iv) There were no significant or material order was passed by the regulators or courts or tribunals which impact the going concern status and its future operations; v) There have been no material changes and commitments, a_ecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

INDUSTRIAL RELATIONS

The Company continued to have cordial relations with the employees at its plant located at Uttarpara, Registered O_ce and Branch O_ces 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.

For and on behalf of the Board of Directors

Place: Kolkata Sunil Khaitan
27th May, 2023 Chairman & Managing Director
Registered O_ce:
25, Ganesh Chandra Avenue
Kolkata – 700 013