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Directors Report of Shalimar Wires Industries Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting 29th Annual Report on the working of the Company together with the
audited accounts for the financial year ended 31st March, 2025.
FINANCIAL RESULTS
The financial results of the Company as prescribed in the said Accounts are summarized below :
|
Particulars |
2024-25 |
2023-24 |
|
('' In lakhs) |
('' In lakhs) |
|
|
Revenue from Operations (Net) |
13193.86 |
12850.37 |
|
Other Income |
270.26 |
479.07 |
|
Total Revenue |
13464.12 |
13329.44 |
|
Less : Total Expenses |
10686.36 |
10830.53 |
|
Profit before Finance Cost and Depreciation |
2777.76 |
2498.91 |
|
Less : Finance Cost |
1319.37 |
1258.12 |
|
Depreciation and Amortization Expense |
1260.14 |
1291.97 |
|
Profit before exceptional/extra-ordinary items |
198.25 |
(51.18) |
|
Add : Exceptional Items |
35.87 |
197.80 |
|
Profit before Tax |
234.12 |
146.62 |
|
Add : Deferred Tax |
- |
- |
|
Profit for the year from continuing operation |
234.12 |
146.62 |
|
Profit/(Loss) from discontinuing operation |
- |
- |
|
Other comprehensive income |
31.76 |
55.11 |
|
Profit/(Loss) for the year |
265.88 |
201.72 |
OPERATIONAL REVIEW
During the year under review, the total revenue of the company was '' 13464.12 lakhs as compared to ''13329.44
lakhs in the previous year. During the year, the operating surplus (profit before finance cost and depreciation) of
the Company was '' 2777.76 lakhs as compared to Rs. 2498.91 lakhs in the previous year. The total profit during the
year is '' 198.25 lakhs as against total loss of '' 51.18 lakhs during the previous year The Company had a profit of ''
35.87 lakhs as exceptional item on account of sale of immovable properties and after adding the comprehensive
income of ''31,76 lakhs, total profit of the year was '' 265.88 lakhs as against total profit of '' 201.72 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
The Company is a MSME Company under 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 BB-/Stable earlier ) for Long Term Rating and CRISIL A4 (Reaffirmed) for Short Term Rating.
DIVIDEND
Your Directors do not recommend any dividend on Equity Shares for the year under review as they wish to use the
available resources for further growth, capital expenditure etc.
RESERVES
During the financial year under review, the Company has transferred total profit of '' 265.88 lakhs to General
Reserve.
EXPORT
The Company''s export turnover was '' 2678.82 lakhs during the year under review, as compared to '' 2685.85 lakhs
in the previous year.
DEPOSITS
The Company has not accepted any public deposit since its inception.
MODERNIZATION CUM EXPANSION PLAN
The Company has added one more LOOM BK 860 from Schlatter, Germany in its production capacity, installation
of which is under progress, production is expected to start from August, 2025. The Company is in the process
of importing a seaming machine from Austria which is expected to arrive by end of July, 2025. The Company is
hopeful that with the above additions, the Company will be able to cater new market both in domestic and export
sector and profitability will improve substantially in coming years.
DIRECTORS
As per provisions of Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualifications
of Directors) Rules, 2014, Mr. Sunil Khaitan (DIN 0038596) 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. Brief particulars of
Mr. Sunil Khaitan 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 his 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 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 at www.
shalimarwires.com under the weblink https://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 26th Annual General Meeting held on 24th 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 2024-25 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 22nd May, 2025 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 2025-26
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 2025-26 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.
The Annual Secretarial Compliance Report issued by the Secretarial Auditor in terms of Regulation 24A of Listing
Regulation, will be submitted to the Stock Exchanges within the statutory time limit and will be available in the
Company''s website at www.shalimarwires.com.
In accordance with the SEBI ( Listing Obligation and Disclosure Requirements ) ( Third Amendment ) Regulation,
2024 dated 12th December,2024, the Secretarial Auditors shall now be appointed by the members of the
Company on the recommendation of the Board of Directors, for 5 ( five ) consecutive years.
Based on the recommendation of Audit Committee of the Board, The Board at its meeting held on 22nd may,2025,
subject to approval of members of the Company, approved appointment of M/s. MR Associates, Company
Secretaries ( Firm registration no. P2003WB008000) as the Secretarial Auditor of the Company for a term of 5 (five
) consecutive years, to hold office from Financial year 2025-26 to Financial Year 2029-30, on such remuneration
as recommended by the Audit Committee and as may be mutually agreed by the Board of Directors and the
Secretarial Auditors from time to time.
Accordingly consent of members is sought for approval of the aforesaid appointment of Secretarial Auditors,
through the resolution forming part of the notice of AGM.
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 '' 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 FINAN¬
CIAL 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 31st March,2025 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 Company''s website at www.shalimarwires.com and the weblink is https://
www.shalimarwires.com/other info/Form MGT 7 - 2024 - Shalimar Wires.pdf
SHARE CAPITAL
The issued and subscribed capital of the company as on 31st March, 2025 is '' 855.10 lakhs comprising of
4,27,55,123 equity shares of '' 2/- each and there is no change in share capital since last year.
NUMBER OF BOARD MEETINGS
The Board of Directors meeting were held six times during the year ended 31st March, 2025 through audio-visual
means (i.e. on 27th May, 2024. 18th July, 2024, 9th August, 2024, 12th November, 2024, 16th December, 2024
and 11th February, 2025). 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 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 Company''s
website: www.shalimarwires.com and weblink is: https://shalimarwires.com/pol cd/RPTPolicy.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 31st
March, 2025.
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://
shalimarwires.com/pol_cd/FamiliarizationProgrammeofIndependentDirectors2025.pdf
ANNUAL EVALUATION OF BOARD AND IT''S COMMITTEES PERFORMANCE
During the financial year, the Board evaluated its own performance as well as that of its Committees and individual
Director. 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 Company''s website at www.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 Company''s 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 Audi¬
tors'' 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 sys¬
tems 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 con¬
cern status and the Company''s 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 Fi¬
nancial 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 Board''s 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
22nd May, 2025 Shalimar Wires Industries Limited
Registered Office: Sunil Khaitan
25, Ganesh Chandra Avenue Chairman & Managing Director
Kolkata - 700 013 DIN-0038596
Mar 31, 2024
The Directors have pleasure in presenting 28thAnnual Report on the working of the Company together with the audited accounts for the financial year ended 31st March, 2024.
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 |
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.
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.
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.
Due to inadequate profit, your Directors do not recommend any dividend on Equity Shares for the year under review.
During the financial year under review,the Company has transferred total profit of Rs. 201.72 lakhs to General Reserve.
The Company''s export turnover was Rs. 2685.85 lakhs during the year under review, as compared to Rs. 2658.38 lakhs in the previous year.
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 company''s profitability will increase substantially in coming years once new facility is added.
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 30th September, 2020 inter-alia, confirmed appointment of Mrs. Trishna Guha (DIN: 08200779)as Independent Directors with effect from 11th February,2020 till 10th 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 Board''s 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 10th February,2025. The Board of Directors at its meeting held on 27th 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 11h February,2025 to 10th 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. 1st 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 ofDirectors of the Company, based on the recommendation ofthe 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 the weblinkhttps://www.shalimarwires.com/pol_cd/11NominationRemunerationPolicy.pdf.pdf
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 26s1 Annual General Meeting held on 24th 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.
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.
The Audit Committee in its meeting held on 27th 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 selfexplanatory and therefore do not call for any further explanations/comments.
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.
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 31st March, 2024 issued by the Secretarial Auditor with Bombay Stock Exchange on or before 29th 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 31st 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 TheSexual 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.
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.
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.
The Annual Return can be assessed at Company''s website at www.shalimarwires.com and the weblink is https:// www.shalimarwires.com/other_info/Ar23.pdf
The issued and subscribed capital of the company as on 31st 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.
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.
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 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 partytransactions policy as approved by the Board is uploaded on Company''s 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 31st 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 IT''S 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 wascarried 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 Company''s website atwww.shalimarwires.com under the weblink: https://www.shalimarwires.com/pol_cd/5WhistleBlowerPolicy.pdf.pdf
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 Company''s 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.
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 Company''s 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 Board''s Report of the Company during the year under review
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.
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.
Mar 31, 2018
To the Members
The Directors have pleasure in presenting the 22nd Annual Report on the working of the Company together with the audited accounts for the financial year ended 31st March, 2018.
FINANCIAL RESULTS
The financial results of the Company as prescribed in the said Accounts are summarized below :
|
Particulars |
2017-18 |
2016-17 |
|
(Rs. In lacs) |
(Rs. In lacs) |
|
|
Revenue from Operations (Net) |
10806.67 |
10216.08 |
|
Other Income |
331.49 |
445.83 |
|
Total Revenue |
11138.16 |
10661.91 |
|
Less : Total Expenses |
10915.92 |
9110.59 |
|
Profit before Finance Cost and Depreciation |
222.24 |
1551.32 |
|
Less : Finance Cost |
797.06 |
731.82 |
|
Depreciation and Amortization Expense |
536.27 |
632.54 |
|
Profit before exceptional/extra-ordinary items |
(1111.09) |
186.96 |
|
Add : Exceptional Items |
21457.65 |
1990.30 |
|
Profit before Tax |
20346.56 |
- |
|
Add : Deferred Tax |
- |
2177.26 |
|
Profit for the year from continuing operation |
20346.56 |
- |
|
Profit/(Loss) from discontinuing operation |
- |
2177.26 |
|
Other comprehensive income |
42.75 |
- |
|
Profit for the year |
20389.31 |
2177.26 |
FINANCIAL STATEMENTS (IND-AS)
The financial statements for the year ended 31st March, 2018 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015, as amended. The financial statements for the year ended 31st March, 2017 have been restated in accordance with IND AS for comparative information. For the purposes of transition to IND AS, the Company has followed the guidance prescribed in IND AS 101 "First-time adoption of Indian Accounting Standards" on 1st April, 2016 as the transition date.
OPERATIONAL REVIEW
During the year under review, total revenue of the company was Rs. 11138.16 lacs as compared to Rs.10661.91 lacs in the previous year. The operating surplus (profit before finance cost and depreciation) of the Company was Rs. 222.24 lacs as compared to Rs.1551.32 lacs in the previous year. During the year, the Company has shown profit of Rs. 21457.65 lacs as exceptional item on account of write back of interest and other debts on account of settlement of outstanding dues of Asset Reconstruction Company (India) Limited and IDBI and total profit for the year is Rs. 20389.31 lacs as against Rs. 2177.26 lacs in the previous year.
DIVIDEND
Your Directors does not recommend any dividend on Equity Shares for the year under review.
RESERVES
During the financial year under review, the Company has transferred carry forward profit of Rs. 20389.31 lacs to General Reserve.
EXPORT
The Company''s export turnover was Rs. 2084.15 lacs during the year under review, as compared to Rs. 2303.84 lacs in the previous year.
DEPOSITS
The Company has not accepted any public deposit since its inception.
SETTLEMENT OF FINANCIAL CREDITORS
The Company has settled the outstanding debts of Assets Reconstruction Company (India) Limited (ARCIL) during the year and have also issued 51,50,000 equity shares of Rs. 2/- each against conversion of outstanding interest amounting to Rs. 165.87 crores in terms of the sanctioned scheme approved by BIFR. Upon settlement of ARCIL''s dues, debts pertaining to State Bank of India, Allahabad Bank, Bank of India, Canara Bank, Indian Overseas Bank, National Insurance Company Ltd. and Industrial Investment Bank of India stand fully satisfied. The Company had also settled the total outstanding dues of IDBI Bank (debts of which were assigned to ARCIL) and with this settlement, Company has repaid total debts of secured creditors except New India Assurance Company Ltd. and Oriental Insurance Company Ltd. for which Company is hopeful that one time settlement with these insurance companies will be completed shortly.
The Company has availed working capital and other fund based/non fund based facilities from Kotak Mahindra Bank for its working capital requirement and ongoing expansion cum modernization plan.
MODERNIZATION CUM EXPANSION PLAN
The Company has taken major capacity expansion and up-gradation plan for manufacturing facilities at Uttarpara unit due to change in market dynamics and demand for hi-tech products which will result in increase in production level of synthetic forming fabric and larger market share. The company is hopeful that with such capacity expansion and up-gradation plan in its existing manufacturing facilities, profitability of the company will increase substantially in coming years.
TRANSFER TO INVESTORS'' EDUCATION AND PROTECTION FUND
In terms of exemption granted by erstwhile Board for Industrial and Financial Reconstruction (BIFR) vide its order dated 10th June, 2010, the Company has been making payment to the debenture holders under public category as and when debenture certificates were surrendered by them with the Company. In view of dissolution of BIFR, Company has sought the opinion of legal consultants in this regard. In the meantime, Company is continuing to make payment to the debenture holders under public category as and when debenture certificates are surrendered to the company.
DIRECTORS
As per provisions of Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014, Mr. Sunil Khaitan (DIN 00385961) Director of the Company, retires by rotation and being eligible offer himself for reappointment. The resolution has been included in the Agenda of the ensuing Annual General Meeting. Approval of the members is sought for the said appointment.
The nomination of Mr. Manash Chakraborty as Nominee Director of the Company was withdrawn by Asset Reconstruction Company (India) Ltd. (ARCIL) w.e.f. 2nd August, 2018 and Mr. D. Mitra was appointed as Nominee Director of the Company in his place w.e.f. 2nd August, 2018. The board placed on record its deep appreciation of valuable contribution made by Mr. Manash Chakraborty during his tenure as Director of the Company.
The Board appointed Mr. Parmanand Tiwari (DIN 00731341) and Dr. Rajiva (DIN 05193258) as Additional Directors of the Company on 13th August, 2018 who shall hold office up to the date of the ensuing Annual General Meeting. The company has received notices as per the provisions of section 160(1) of the Companies Act, 2013 from members proposing their appointment as directors. Based on Mr. Tiwariâs vast knowledge and experience in finance and taxation matter and Dr. Rajiva''s vast knowledge and experience in banking sector, the Board recommended the appointment of Mr. Parmanand Tiwari and Dr. Rajiva as Independent Directors who shall hold office for five consecutive years until the conclusion of Annual General Meeting to be held in the year 2023.
In terms of Regulation 17(1A) of Listing Regulations as inserted by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, which is effective from 1st April 2019, the continuation of the directorship of Mr. Dipak Dasgupta, who have already attained the age of 75 years is recommended for the approval of the Members by way of Special Resolutions at the forthcoming Annual General Meeting.
Brief particulars of the said directors as stipulated 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 recommend 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.
DECLARATION FROM INDEPENDENT DIRECTORS
The independent directors have submitted their declaration of independence as required under Section 149(6) of the Companies Act, 2013 read with the Schedules and rules issued thereunder as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Board is of the opinion that they are independent within the meaning of the said requirement of the Act.
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 at www.shalimarwires.com under the weblink http:// www.shalimarwires.com/ uploaded/5b71775bcd5ef_Nomination%20&%20Remuneration%20Policy.pdf
STATUTORY AUDITORS
In terms of Section 139(2) of the Companies Act, 2013, M/s. Khandelwal Ray & Co. Chartered Accountants, Kolkata (Regn. No. 302035E) were appointed as the Statutory Auditors for a period of 5 years commencing from the conclusion of the 21st Annual General Meeting till the conclusion of the 26th Annual General Meeting at a remuneration to be fixed by the Board from time to time.
Pursuant to the provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the audit committee during the year under review.
AUDITORS'' REPORT
The comments made by the Auditors in their report and other relevant points in Annexure to their report are self-explanatory. The relevant notes to the accounts also clarify the points referred to by the Auditors. The Auditors have drawn attention of the members in qualified opinion of their report and point wise clarification of your Directors on such qualified opinion is as under :
1. Point No. (a) regarding the claims receivable from octroi department in respect of the closed Nasik unit, your Company is hopeful of either receiving the claims or will be adjusting the claims with the dues of octroi dept., if any, payable by the Company.
2. Regarding Point no. (b), your Company has not made the provision of contingent liabilities since quantum of liability can not be ascertained pending settlement/disposal of appeals. The Company is hopeful of getting favourable orders from the appellate authorities in respect of such appeal.
COST AUDITORS
The Audit Committee in its meeting held on 23rd May, 2018 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 2018-19 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 2018-19 on the remuneration as recommended by the Board to be fixed by members in the 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 2018-19. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report. The report of the Secretarial Audit is annexed herewith as Annexure - III.
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 in terms of Section 198 of the Companies Act, 2013 during the preceding financial year is below the stipulated limit of Rs. 5 crores and hence the relevant provision 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
Pursuant to Section 134 of the Companies Act, 2013 there has been no material changes and commitments affecting the financial position of the Company.
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.
EXTRACT OF ANNUAL RETURN
The details for the financial year ended 31st March, 2018 forming part of the extract of the annual return is enclosed as Annexure - IV and also disclosed on the website of the Company at www.shalimarwires.com.
CHANGE IN SHARE CAPITAL
During the year ended 31st March, 2018 the Company has issued 51,50,000 equity shares of Rs. 2/- each to Asset Reconstruction Company (India) Limited (ARCIL) against conversion of outstanding interest and has made a redemption of 29,34,349 - 8% Cumulative Redeemable Preference Shares of Rs. 100/- each and the issued and subscribed capital of the company as on 31st March, 2018 is Rs. 855.10 lacs comprising of 4,27,55,123 equity shares of Rs. 2/- each.
NUMBER OF BOARD MEETINGS
The Board of Directors met six times during the year ended 31st March, 2018 ( 16th May, 2017, 14th August, 2017, 8th November, 2017, 20th January, 2018, 9th February, 2018 and 13th March, 2018). 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 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 Company''s website: www.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. 41 to the financial statements for the year ended 31st March,2018.
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 our Company including nature of industry in which your Company, 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, four 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.
ANNUAL EVALUATION OF BOARD AND IT''S 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
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 - V to this report. There was no employee in receipt of annual remuneration of Rs. 102,00,000/- or more or monthly remuneration of Rs. 8,50,000/- or more in current financial year and the details of top 10 employees'' remuneration are available at the Registered Office of the Company during working hours for 21 days before the Annual General Meeting and shall be made available to any shareholder on request, 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 Company''s website at www.shalimarwires.com under the weblink http://www.shalimarwires.com/uploaded/54dee9cacd6ff_ Whistle%20Blower%20Policy.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 Companyâs 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
Following disclosures are made under the Companies (Accounts) Rules, 2014:
(i) The financial summary or highlights are discussed at the beginning of this report;
(ii) There is no change in the nature of business;
(iii) There is no company which has become or ceased to be the Companyâs 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, affecting 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 plants located at Uttarpara and Paper Machine Wire unit at Nasik, 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
Date: 13th August, 2018 Shalimar Wires Industries Limited
Registered Office: Sunil Khaitan
25, Ganesh Chandra Avenue Chairman & Managing Director
Kolkata - 700 013 DIN-00385961
Mar 31, 2015
Dear Members
The Directors have pleasure in presenting the 19th Annual Report on
the working of the Company together with the audited accounts for the
year ended 31st March, 2015.
FINANCIAL RESULTS
The financial results of the Company as prescribed in the said Accounts
are summarized below :
2014-15 2013-14
(Rs.In lacs) (Rs.In lacs)
Revenue from Operations (Net) 9443.14 9062.96
Other Income 122.41 171.53
Total Revenue 9565.55 9234.49
Less : Total Expenses 7968.42 8088.30
Profit before Finance Cost and 1597.13 1146.19
Depreciation
Less : Finance Cost 862.04 686.55
Depreciation and Amortization Expense 598.82 688.30
Profit before exceptional/extra- 136.27 (228.66)
ordinary items
Add : Exceptional Items 2.18 465.37
Less : Extraordinary items 68.65 -
Profit before Tax 69.80 236.71
Add : Deferred Tax - -
Profit for the year from continuing 69.80 236.71
operation
Profit/(Loss) from discontinuing (108.41) (88.88)
operation
Profit for the year (38.61) 147.83
OPERATIONAL REVIEW
During the year under review, the total revenue of the company was
Rs.9443.14 lacs as compared to Rs. 9062.96 lacs in the previous year.
The operating surplus (profit before finance cost and depreciation) of
the Company was Rs. 1597.13 lacs as compared to Rs.1149.19 lacs in the
previous year. The Company has accounted for exceptional income of Rs.
2.18 lacs and extraordinary items of Rs. 68.65 lacs during the current
year. The Company has incurred loss of Rs. 108.41 lacs for its
discontinuing operation as against Rs. 88.88 lacs in the previous year.
The net loss during the year was Rs. 38.61 lacs as compared to profit
of Rs. 147.83 lacs in the previous year.
DIVIDEND
Due to loss, your Directors are unable to recommend payment of any
dividend on Equity Shares for the year under review.
EXPORT
The Company's export turnover was Rs. 2093.41 lacs during the year
under review, as compared to Rs. 2444.90 lacs in the previous year.
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 present your
Company's financial condition and results of operations.
Your Directors confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards had been followed and no material departures have been made
from the same, save and except as mentioned in the Auditor's Report.
ii) They have adopted 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 or loss
of the Company for that period;
iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company, for
preventing and detecting fraud and other irregularities;
iv) The annual accounts have been prepared on a going concern basis.
v) That there is adequate proper internal financial controls with
reference to the financial statement have been laid down for the
company and such internal financial controls are adequate and were
operating effectively.
vi) That proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems were adequate and
operating effectively.
AUDITORS' REPORT
The comments made by the Auditors in their report and other relevant
points in Annexure to their report are self-explanatory. The relevant
notes to the accounts also clarify the points referred to by the
Auditors. The Auditors have drawn attention of the members in qualified
opinion of their report as under :
1. Point no. (a) regarding non-provision of long term and short term
loans and advances, which has not been provided because your Company is
hopeful of some recovery out of it and if necessary, in consultation
with the Auditors, necessary provision will be made in coming years.
2. Point no. (b) regarding the claims receivable from Octroi
Department in respect of the closed Nasik unit, your Company is hopeful
of either receiving the claims or will be adjusting the claims with the
dues of Octroi dept., if any, payable at the time of sale of the closed
Nasik unit.
3. Point no. (c) is related party transaction and has not been written
off.
4. Regarding Point no. (d) , your Company is negotiating with
Industrial Development Bank of India for settlement of their dues which
is under process.
5. Regarding Point no. (e), your Company has not made the provision of
contingent liabilities since quantum of liability can not be
ascertained pending settlement/disposal of appeals and the Company is
hopeful of getting favourable orders from the appellate authorities in
respect of such appeals.
TRANSFER TO INVESTORS' EDUCATION AND PROTECTION FUND
In terms of sections 205A and 205C of the Companies Act, 1956 read with
General Circular No. 22/2002 dated 23rd September, 2002 issued by the
Department of Company Affairs, the Company could not deposit unclaimed
and unpaid redemption amount of debentures and accrued interest thereon
to Investors' Education and Protection Fund (presently section 125 of
the Companies Act, 2013) and had filed necessary application with the
BIFR seeking relief u/s 22(3) of SICA and also their approval to make
the payment to public debenture holders as and when debentures
certificates are surrendered to the Company. The BIFR has approved the
same in terms of the Rehabilitation Scheme sanctioned by them vide
order dated 10th June, 2010. The Company is making payment to the
debenture holders under public category as and when the debenture
certificates are surrendered with the company.
REHABILITATION SCHEME
As you are aware, the Rehabilitation Scheme of the Company, under the
provisions of the Sick Industrial Companies (Special Provisions) Act,
1985, was sanctioned by Hon'ble Board of Industrial & Financial
Reconstruction vide its order dated June 10, 2010. The Scheme envisaged
comprehensive financial restructuring of the company which is still
under implementation. The Company has also filed a modified Debt
Rehabilitation Scheme (MDRS) in consultation with the secured lenders
the Company which is yet to be approved by BIFR.
DEPOSITS
The Company has not accepted any public deposit since its inception.
CORPORATE GOVERNANCE REPORT
Your Directors reaffirm their continued commitment to good corporate
governance practices. During the year under review, your Company was in
compliance with the provisions of Clause 49 of the Listing Agreement
with the Stock Exchanges relating to corporate governance and as
required by Clause 49 of the Listing Agreement, Management Discussion &
Analysis and Corporate Governance Report are annexed as Annexure-I to
the Directors' Report and forms part of this report. A certificate from
the Auditors of the Company regarding compliance of the conditions of
Corporate Governance as stipulated in the Clause 49 of the Listing
Agreement is also attached to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Companies Act, 2013 stipulates expenditure of 2% of the average
profit of past 3 years of 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 average net profit of
last 3 financial years is below the stipulated limit i.e. Rs. 5 crores
and hence the Company has not made any expenditure on CSR activities
during the year.
ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY
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 Company's website (www.shalimarwires.com)
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.
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.
ENVIRONMENT AND SAFETY
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 by 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.
In terms of the provisions of the companies Act, 2013 the Board
appointed all the existing independent directors i.e. Mr Dipak Rudra,
IAS ( Retd.), Mr Probir Roy and Mr Dipak Dasgupta, for a term of 5
years upto the conclusion of Annual General Meeting to be held in the
year 2019. The shareholders at the Annual General Meeting held on 29th
September, 2014 had approved their appointment. The independent
directors have submitted the declaration of independence as required
under Section 149 of the Companies Act, 2013 and the Board is of the
opinion that they are independent within the meaning of the said
requirement of the Act.
As per provisions of Section 152 of the Companies Act, 2013, Mr. Sunil
Khaitan (DIN 00385961) retire by rotation and being eligible offer
himself for reappointment. The Board recommends his reappointment.
The Board appointed Ms Sunanda Lahiri (DIN 00451473) as Additional
Director on 7th February, 2015 who shall hold office 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 her appointment as a director. Based on her vast
experience in banking sector, the Board recommended the appointment of
Ms. Sunanda Lahiri as an Independent Director who shall hold office for
five consecutive years until the conclusion of Annual General Meeting
to be held in the year 2020.
The resolution has been included in the Agenda of the ensuing Annual
General Meeting. Approval of the members is sought for the said
appointment.
STATUTORY AUDITORS
The auditors M/s. S.S. Kothari & Co., Chartered Accountants, Statutory
Auditors of the company were reappointed as Auditors in the Annual
General Meeting held on 29th September, 2014 for the period until the
conclusion of the 21st Annual General Meeting of the Company at a
remuneration to be fixed by the Board from time to time.
Further, the said Auditors are eligible under Section 141(3) of the
Companies Act, 2013 and their appointment is to be ratified by the
members in the ensuing Annual General Meeting which we recommend.
COST AUDITORS
The Audit Committee in its meeting held on 27.5.2015 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 2015-16 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 2015-16 on the remuneration as recommended by the
Board to be fixed by members in the ensuing Annual General Meeting of
the Company
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 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 Messrs MR & Associates,
Practicing Company Secretaries to undertake the Secretarial Audit of
the company. The report of the Secretarial Audit is annexed herewith as
Annexure - III.
OTHER DISCLOSURES EXTRACT OF ANNUAL RETURN
The details for the financial year ended 31st March, 2015 forming part
of the extract of the annual return is enclosed as Annexure - IV.
CHANGE IN SHARE CAPITAL
During the year ended 31st March, 2015, there is no change in the
issued and subscribed capital of your company. The outstanding equity
share capital of the company as on 31st March, 2015 is 752.10 lacs
comprising of 37605123 equity shares of Rs. 2/- each.
NUMBER OF BOARD MEETINGS
The Board of Directors met four times during the year ended 31st March,
2015. 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
Agreement. 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
as on Company's website "www.shalimarwires.com". The details of the
transactions with related party is given in the Annual Report.
EVALUATION OF BOARD'S PERFORMANCE
In compliance with the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the performance evaluation of the Board was carried out
during the year under review. More details on the same is given in the
Corporate Governance Report.
BUSINESS RESPONSIBILITY REPORT (BR)
In terms of new clause 55 of the Listing Agreement, listed entities
shall submit as part of their Annual Reports, Business Responsibility
Reports, describing the initiatives taken by them from an
environmental, social and Governance perspective. Accordingly, BR
Report on environment, human resources and principle wise performance
form part of the management discussion and analysis report
PARTICULARS OF EMPLOYEES
The prescribed particulars of employees required under Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is attached as Annexure - V to this report.
INDUSTRIAL RELATIONS
The Company continued to have cordial relations with the employees at
its plants located at Uttar para and Paper Machine Wire unit at Nasik,
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.
Registered Office: For and on behalf of the Board
25, Ganesh Chandra Avenue
Kolkata - 700 013 Sunil Khaitan
The 10th August, 2015 Chairman & Managing Director
Mar 31, 2014
To the Members
The Directors have pleasure in presenting the 18th Annual Report on
the working of the Company together with the audited accounts for the
year ended 31st March, 2014.
FINANCIAL RESULTS
The financial results of the Company as prescribed in the said Accounts
are summarised below :
2013-14 2012-13
(Rs.In lacs) Rs.In lacs)
Revenue from Operations (Net) 9062.96 9249.79
Other Income 171.53 128.19
Total Revenue 9234.49 9377.98
Less : Total Expenses 8088.30 7431.05
Profit before Finance Cost and Depreciation 1146.19 1946.93
Less : Finance Cost 686.55 302.44
Depreciation and Amortization Expense 688.30 651.40
Profit before exceptional/extra-ordinary (228.66) 993.09
items
Add : Exceptional Items 465.37 -
Profit before Tax 236.71 993.09
Add : Deferred Tax - -
Profit for the year from continuing operation 236.71 993.09
Profit/(Loss) from discontinuing operation (88.88) (85.78)
Profit for the year 147.83 907.30
OPERATIONAL REVIEW
During the year under review, the total revenue of the company was
Rs.9234.49 lacs as compared to Rs. 9377.98 lacs in the previous year.
The operating surplus (profit before finance cost and depreciation) of
the Company was Rs. 1146.19 lacs as compared to Rs.1946.93 lacs in the
previous year. The Company has accounted for exceptional income of Rs.
465.37 lacs during the current year. The Company has incurred loss of
Rs. 88.88 lacs for its discontinuing operation as against Rs. 85.78
lacs in the previous year. The net profit during the year was Rs.
147.83 lacs as compared to Rs. 907.30 lacs in the previous year.
DIVIDEND
Due to inadequate profit, your Directors are unable to recommend
payment of any dividend on Equity Shares for the year under review.
EXPORT
The Company''s export turnover was Rs. 2444.90 lacs during the year
under review, as compared to Rs. 2194.56 lacs in the previous year.
REHABILITATION SCHEME
As you are aware, the Rehabilitation Scheme of the company, under the
provisions of the Sick Industrial Companies (Special Provisions) Act,
1985, was sanctioned by Hon''ble Board of Industrial & Financial
Reconstruction vide its order dated June 10, 2010. The Scheme envisaged
comprehensive financial restructuring of the company which is still
under implementation. The Company has also filed a Modified Debt
Rehabilitation Scheme (MDRS) in consultation with the secured lenders
of the Company for extending
the time for completion of rehabilitation and for following relief and
concessions:
1. Provision for additional capital expenditure for modernization and
expansion.
2. Sale of land in closed unit at Nasik and other surplus assets.
3. Utilizing sale proceeds of surplus assets for payment to secured
lenders and Modernizati''on/Expansion.
4. Restructuring of repayment schedule of ARCIL.
5. Conversion of ZCCD of ARCIL into equity shares.
6. Restructuring of repayment schedule of IDBI Term Loan and CRPS.
7. Availing exemption from the payment of Electricity Duty and other
benefits which was sanctioned in the Scheme but yet to be disbursed by
the appropriate authorities.
Your Directors are hopeful that performance of the Company will improve
in coming years once the MDRS is sanctioned by BIFR.
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 present your
Company''s financial condition and results of operations.
Your Directors confirm that :
i) In the preparation of the annual accounts, the applicable accounting
standards had been followed and no material departures have been made
from the same, save and except as mentioned in the Auditor''s Report.
ii) They have adopted 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 or loss
of the Company for that period;
iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company, for
preventing and detecting fraud and other irregularities;
iv) They have prepared the annual accounts on a going concern basis.
AUDITORS'' REPORT
The comments made by the Auditors in their report and other relevant
points in Annexure to their report are self-explanatory. The relevant
notes to the accounts also clarify the points referred to by the
Auditors. The Auditors have drawn attention of the members in point
no.6 of their report, point wise reply of which are as under :
1. Point no. 6(a) regarding non-provision of long term and short term
loans and advances, which has not been provided because Company is
hopeful of some recovery out of it and if necessary, in consultation
with the Auditors, necessary provision will be made in coming years.
2. Point no.6(b) regarding the claims receivable from octroi department
in respect of closed Nasik unit, your Company is hopeful of either
receiving the claims or will be adjusting the claims with the dues of
octroi dept., if any, payable at the time of sale of closed Nasik unit.
3. Point no. 6(c) is related party transaction and has not been written
off.
4. Point no. 6(d) is related to confirmation from the parties and since
your Company deals with many small customers, geffing confirmation from
all is difficult, however your Company''s debtors are regular since long
time.
5. Regarding Point no. 6(e), your Company is taking all the necessary
steps for raising finance and is hopeful of improved cash flow in
coming years.
6. Regarding Point no.6(f), your Company has not made the provision of
contingent liabilities in terms of the provisions of AS 29 since
quantum of liability can not be ascertained pending settlement/disposal
of appeals and Company is hopeful of geffing favourable orders from the
appellate authorities in respect of such appeals.
TRANSFER TO INVESTORS'' EDUCATION AND PROTECTION FUND
In terms of sections 205A and 205C of the Companies Act, 1956 read with
General Circular No. 22/2002 dated 23rd September, 2002 issued by the
Department of Company Affairs, the Company could not deposit unclaimed
and unpaid redemption amount of debentures and accrued interest thereon
to Investors'' Education and Protection Fund and had filed necessary
application with the BIFR seeking relief u/s 22(3) of SICA and also
their approval to make the payment to public debenture holders as and
when debentures certificates are surrendered to the Company. The BIFR
has approved the same in terms of the Rehabilitation Scheme sanctioned
by them vide order dated 10th June, 2010. The Company is making payment
to the debenture holders under public category as and when the
debenture certificates are surrendered with the company.
CONSERVATION OF ENERGY
Information pursuant to 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 is provided in the Annexure to the
Report.
DEPOSITS
The Company has not accepted any public deposit since its inception.
DIRECTORS
Mr Sunil Khaitan, retires by rotation, and being eligible, offers
himself for re-appointment
The nomination of Mrs Devjani Mandal as Nominee Director of the company
was withdrawn by IDBI Bank Limited w.e.f. 7th May, 2014. The Board
places on record its deep appreciation of the valuable services
rendered by Mrs. Devjani Mandal during her tenure as Director of the
company.
Mr Dipak Rudra, IAS ( Retd.), Mr Probir Roy and Mr Dipak Dasgupta,
Independent Directors, whose period of office are liable to
determination of retirement of directors by rotation under the
Companies Act, 1956, meet all the criteria of independent directors
laid down under Section 149 (6) and Code for Independent Directors in
Schedule IV of the Companies Act, 2013.
Accordingly, the Board appointed all the aforesaid directors as
Independent Directors of the Company to hold office for five
consecutive years for a term up to the conclusion of annual general
meeting to be held in the year 2019, whose period of office shall not
be liable to determination by retirement of directors by rotation.
Their candidature are proposed by a member of the Company for the
position of Independent Director.
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, 2014 in terms of Section 196, 197 and 203 read with Schedule V
of the Companies Act, 2013, whose period of office shall be liable to
retirement of directors by rotation.
Brief particulars of the said directors have been given in the Notice
convening the ensuing annual general meeting and your Board recommends
appointment/re-appointment as set out in the Notice.
CORPORATE GOVERNANCE REPORT
Your Directors reaffirm their continued commitment to good corporate
governance practices. During the year under review, your Company was in
compliance with the provisions of Clause 49 of the Listing
Agreement with the Stock Exchanges relating to corporate governance and
as required by Clause 49 of the Listing Agreement, Management
Discussion & Analysis Report and Corporate Governance Report are
annexed to the Directors'' Report and forms part of this report.
COMPLIANCE CERTIFICATE
A certificate from the Auditors of the Company regarding compliance of
the conditions of Corporate Governance as stipulated in the Clause 49
of the Listing Agreement is also attached to this report.
STATUTORY AUDITORS
The Statutory Auditors of the Company, M/s. S. S. Kothari & Co., (
Registration no. 302034E ) Chartered Accountants, retire in accordance
with the provisions of the Companies Act,1956 and are eligible for re-
appointment. The Board recommends the re-appointment of M/s. S. S.
Kothari & Co., Chartered Accountants, as Statutory Auditors of the
Company to hold office from the conclusion of this Annual General
Meeting till the conclusion of the Twenty-First Annual General Meeting
of the Company, subject to ratification by members at every Annual
General Meeting of the Company.
A certificate from the Statutory Auditors has been received to the
effect that they meet the criteria laid down under Section 141 of the
Companies Act, 2013.
COST AUDITORS
The Board of Directors of your Company have on the recommendation of
the Audit Committee, appointed M/s. Mitra Bose & Associates, Cost
Accountants, as Cost Auditors, to conduct cost audit of your Company
for the financial year 2014-15, at a remuneration as mentioned in the
notice convening the AGM, subject to ratification by the members of
your Company.
The Audit Committee has received a certificate from the Cost Auditors
certifying their independence and arm''s length relationship with your
Company. In accordance with the Companies ( Cost Audit Report ) Rules,
2011, the due date of filing the cost audit report in XBLR for the
financial year ended 31st March, 2013 was 30th September, 2013 and the
same was filed on 9th July,2013 vide SRN No. S 2150742 with the
Ministry of Corporate Affairs, New Delhi.
PARTICULARS OF EMPLOYEES
There was no employee in receipt of remuneration of Rs. 60 lacs or more
in the current financial year or Rs. 5,00,000/- or more per month
within the meaning of Section 217(2A) of the Companies Act,1956.
INDUSTRIAL RELATIONS
The Company continued to have cordial relations with the employees at
its plants located at Uttarpara and Paper Machine Wire unit at Nasik,
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.
Registered Office : For and on behalf of the Board
25,Ganesh Chandra Avenue,
Calcutta - 700 013 Sunil Khaitan
Dated : 5th August, 2014 Chairman & Managing Director
Mar 31, 2013
To the Members
The Directors have pleasure in presenting the 17th Annual Report on
the working of the Company together with the audited accounts for the
year ended 31st March, 2013.
FINANCIAL RESULTS
The financial results of the Company as prescribed in the said Accounts
are summarised below :
2012-13 2011-12
(Rs. in lacs) (Rs. in lacs)
Revenue from Operations (Net) 9249.79 8648.19
Other Income 129.19 126.45
Total Revenue 9378.98 8774.64
Less : Total Expenses 7415.42 6693.90
Profit before Finance
Cost and Depreciation 1963.56 2080.74
Less : Finance Cost 319.07 335.41
Depreciation and Amortization Expense 651.40 533.16
Profit before Tax 993.09 1212.17
Less : Deferred Tax (95.71)
Profit for the year
from continuing operation 993.09 1307.88
Profit/(Loss) from
discontinuing operation (85.78) (112.79)
Profit for the year 907.30 1195.09
OPERATIONAL REVIEW
During the year under review, the total revenue of the company was
Rs.9378.98 lacs as compared to Rs. 8774.64 lacs in the previous year.
The operating surplus (profit before finance cost and depreciation) of
the Company was Rs. 1963.56 lacs as compared to Rs. 2080.74 lacs in the
previous year. The Company has incurred loss of Rs. 85.78 lacs from its
discontinuing operation as against loss of Rs. 112.79 lacs in the
previous year. The net profit during the year was Rs. 907.30 lacs as
compared to Rs.1195.09 lacs in the previous year.
REHABILITATION SCHEME
As you are aware, the Rehabilitation Scheme of the company, under the
provisions of the Sick Industrial Companies (Special Provisions) Act,
1985, was sanctioned by Hon''ble Board of Industrial & Financial
Reconstruction (BIFR) vide its order dated June 10, 2010. In terms of
the scheme, promoters/their associates have brought in Rs. 500 lacs in
the form of equity and the company has issued 2,50,00,000 equity shares
of Rs. 2/- each to the promoters/their associates amounting to Rs. 500
lacs. The company has also issued 59,50,000 equity shares to Asset
Reconstruction Company (India) Ltd (ARCIL) by conversion of remaining
principal into equity and issuing zero coupon convertible debentures by
converting outstanding interest as per the scheme. The company is in
the process of filing Modified Draft Rehabilitation Scheme with BIFR
and is hopeful that performance of the company will further improve in
the coming years once the Modified Rehabilitation Scheme is approved
and implemented.
DIVIDEND
Due to inadequate profit, your Directors are unable to recommend
payment of any dividend on Equity Shares for the year under review.
EXPORT
The Company''s export turnover has increased by 16% during the year
under review i.e. Rs. 2194.56 lacs as compared to Rs.1882.44 lacs in
the previous year.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 217(2AA) of the
Companies Act, 1956, the Directors of your Company confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards had been followed and no material departures have been made
from the same, save and except as mentioned in the Auditor''s Report.
ii) They have adopted such accounting policies and applied them
consistently and made judgements 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 or loss
of the Company for that period;
iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company, for
preventing and detecting fraud and other irregularities;
iv) They have prepared the annual accounts on a going concern basis.
TRANSFER TO INVESTORS'' EDUCATION AND PROTECTION FUND
In terms of sections 205A and 205C of the Companies Act, 1956 read with
General Circular No. 22/2002 dated 23rd September, 2002 issued by the
Department of Company Affairs, the Company could not deposit unclaimed
and unpaid redemption amount of debentures and accrued interest thereon
to Investors'' Education and Protection Fund and had filed necessary
application with the BIFR seeking relief u/s 22(3) of SICA and also
their approval to make the payment to public debenture holders as and
when debentures certificates are surrendered to the Company. The BIFR
has approved the same in terms of the Rehabilitation Scheme sanctioned
by them vide order dated 10th June, 2010. The Company is making payment
to the debenture holders under public category as and when the
debenture certificates are surrendered with the company.
CONSERVATION OF ENERGY
Information pursuant to 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 is provided in the Annexure to the
Report.
DEPOSITS
The Company has not accepted any public deposit since its inception.
DIRECTORS
The nomination of Mr Buddhadeb Dasgupta as Nominee Director of the
company was withdrawn by IDBI Bank Limited ( IDBI ) w.e.f. 29th June,
2013 and Mrs. Devjani Mandal was appointed as Nominee Director of the
Company in his place w.e.f. 29th June, 2013. Mr. P.K. Sarkar has
resigned and ceased to be the Director of the Company w.e.f. 8th May,
2013.
The Board places on record its deep appreciation of the valuable
services rendered by Mr Buddhadeb Dasgupta and Mr. P.K. Sarkar during
their tenure as Directors of the company.
Mr. Dipak Dasgupta and Mr Dipak Rudra retire from the Board pursuant to
section 255 of the Companies Act, 1956 read with Article 143 of
Articles of Association of the Company and being eligible offer
themselves for reappointment.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement executed with the Stock
Exchanges, Management Discussion & Analysis and Corporate Governance
Report have been annexed to the Directors'' Report and forms part of
this report.
COMPLIANCE CERTIFICATE
A certificate from the Auditors of the Company regarding compliance of
the conditions of Corporate Governance as stipulated in the Clause 49
of the Listing Agreement is also attached to this report.
STATUTORY AUDITORS
Messrs S.S.Kothari & Co., Chartered Accountants, Auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting and being eligible have expressed their willingness to be
re-appointed.
Messers G.P. Agrawal & Co., Chartered accountants, Auditors of the
Company has given notice in writing of their unwillingness to be
reappointed.
AUDITORS'' REPORT
The comments made by the Auditors in their report and other relevant
points in Annexure to their report are self- explanatory. The relevant
notes to the accounts also clarify the points referred to by the
Auditors and hence need no further clarification/explanation.
COST AUDITORS
Your Company has reappointed Mesers Mitra Bose & Associates, Cost
Accountants, as the Cost Auditor of the Company for audit of the cost
records maintained by the Company for the Financial Year 2013-2014.
PARTICULARS OF EMPLOYEES
There was no employee in receipt of remuneration of Rs. 60 lacs or more
in the current financial year or Rs. 5,00,000/- or more per month
within the meaning of Section 217(2A) of the Companies Act,1956.
INDUSTRIAL RELATIONS
The Company continued to have cordial relations with the employees at
its plants located at Uttarpara and Paper Machine Wire unit at Nasik,
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.
Registered Office : For and on behalf of the Board
25, Ganesh Chandra Avenue
Kolkata - 700 013 Sunil Khaitan
The 6th August, 2013 Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the 16th Annual Report on
the working of the Company together with the audited accounts for the
year ended 31st March, 2012.
FINANCIAL RESULTS
The financial results of the Company as prescribed in the said Accounts
are summarised below :
2011-12 2010-11
(Rs. In lacs) (Rs. In lacs)
Revenue from Operations (Net) 8648.19 8258.33
Other Income 126.45 83.17
Total Revenue 8774.64 8341.50
Less : Total Expenses 6693.90 5911.29
Profit before Finance
Cost and Depreciation 2080.74 2430.21
Less : Finance Cost 335.41 454.98
Depreciation and
Amortization Expense 533.16 542.64
Profit before exceptional/
extra-ordinary items 1212.17 1432.59
Add : Exceptional Items - 2313.22
Extraordinary Items - 2992.72
Profit before Tax 1212.17 6738.54
Add : Deferred Tax 95.71 -
Profit for the year from
continuing operation 1307.88 6738.54
Profit/(Loss) from
discontinuing operation (112.79) 2115.68
Profit for the year 1195.09 8854.22
OPERATIONAL REVIEW
During the year under review, the total revenue of the company was
Rs.8774.64 lacs as compared to Rs. 8341.50 lacs in the previous year.
The operating surplus (profit before finance cost and depreciation) of
the Company was Rs. 2080.74 lacs as compared to Rs.2430.21 lacs in the
previous year. The Company has accounted for relief and concession
(exceptional and extra-ordinary items) of Rs. 5305.94 lacs in the
previous year, in terms of the Rehabilitation Scheme sanctioned by
BIFR. The Company has incurred loss of Rs. 112.79 lacs for its
discontinuing operation during the year as against profit of Rs.
2115.68 lacs in the previous year. The net profit during the year was
Rs. 1195.09 lacs as compared to Rs.8854.22 lacs ( after aforesaid
adjustment) in the previous year.
RESTRUCTURING OF DEBTS
The Company has already completed one time settlement with all the
secured lenders except two insurance companies who have not agreed for
one time settlement, and the Ccompany is making provision of these
debts as per the Rehabilitation Scheme sanctioned by BIFR. The Company
is also exploring various options for restructuring its high cost
debts. Your Directors are hopeful that the performance of the Company
will further improve in the coming years once the restructured debts
are paid and interest cost is further reduced.
DIVIDEND
Due to inadequate profit, your Directors are unable to recommend
payment of any dividend on Equity Shares for the year under review.
EXPORT
The Company's export turnover was Rs. 1882.44 lacs during the year
under review, as compared to Rs.1709.53 lacs in the previous year.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 217(2AA) of the
Companies Act, 1956, the Directors of your Company confirm that :
i) In the preparation of the annual accounts, the applicable accounting
standards had been followed and no material departures have been made
from the same, save and except as mentioned in the Auditor's Report.
ii) They have adopted such accounting policies and applied them
consistently and made judgements 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 or loss
of the Company for that period;
iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company, for
preventing and detecting fraud and other irregularities;
iv) They have prepared the annual accounts on a going concern basis.
AUDITORS' REPORT
The comments made by the Auditors in point no. 4(vi) of their report
and other relevant points in Annexure to their report are
self-explanatory. The relevant notes to the accounts also clarify the
points referred to by the Auditors and hence need no further
clarification/explanation.
TRANSFER TO INVESTORS' EDUCATION AND PROTECTION FUND
In terms of sections 205A and 205C of the Companies Act, 1956 read with
General Circular No. 22/2002 dated 23rd September, 2002 issued by the
Department of Company Affairs, the Company could not deposit unclaimed
and unpaid redemption amount of debentures and accrued interest thereon
to Investors' Education and Protection Fund and had filed necessary
application with the BIFR seeking relief u/s 22(3) of SICA and also
their approval to make the payment to public debenture holders as and
when debentures certificates are surrendered to the Company. The BIFR
has approved the same in terms of the Rehabilitation Scheme sanctioned
by them vide order dated 10th June, 2010. The Company is making payment
to the debenture holders under public category as and when the
debenture certificates are surrendered with the company.
REHABILITATION SCHEME
As you are aware, the Rehabilitation Scheme of the company, under the
provisions of the Sick Industrial Companies (Special Provisions) Act,
1985, was sanctioned by Hon'ble Board of Industrial & Financial
Reconstruction vide its order dated June 10, 2010. The Scheme envisaged
comprehensive financial restructuring of the company which is still
under implementation.
CONSERVATION OF ENERGY
Information pursuant to 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 is provided in the Annexure to the
Report.
DEPOSITS
The Company has not accepted any public deposit since its inception.
DIRECTORS
The nomination of Mr Satish Kumar Gupta as Nominee Director of the
company was withdrawn by Asset Reconstruction Company (India) Limited
(ARCIL) w.e.f. 9th May, 2012 and Mr Manash Chakraborty was appointed as
Nominee Director of the Company by ARCIL w.e.f. 9th May,2012. The Board
places on record its deep appreciation of the valuable services
rendered by Mr Satish Kumar Gupta during his tenure as Director of the
company.
Mr. Dipak Rudra and Mr Probir Roy retire from the Board pursuant to
Section 255 of the Companies Act, 1956 read with Article 143 of
Articles of Association of the Company and being eligible offer
themselves for reappointment.
CORPORATE GOVERNANCE REPORT
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion & Analysis and Corporate Governance
Report have been annexed to the Directors' Report and forms part of
this report.
COMPLIANCE CERTIFICATE
A certificate from the Auditors of the Company regarding compliance of
the conditions of Corporate Governance as stipulated in the Clause 49
of the Listing Agreement is also attached to this report.
AUDITORS
Messrs S. S. Kothari & Co., and Messrs G. P. Agrawal & Co., Chartered
Accountants, Auditors of the Company, hold office until the conclusion
of the ensuing Annual General Meeting and being eligible have expressed
their willingness to be re-appointed.
PARTICULARS OF EMPLOYEES
There was no employee in receipt of remuneration of Rs. 60 lacs or more
in the current financial year or Rs. 5,00,000/- or more per month
within the meaning of Section 217(2A) of the Companies Act,1956.
INDUSTRIAL RELATIONS
The Company continued to have cordial relations with the employees at
its plants located at Uttarpara and Paper Machine Wire unit at Nasik,
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.
Registered Office : For and on behalf of the Board
25,Ganesh Chandra Avenue,
Calcutta - 700 013 Sunil Khaitan
Dated : 14th August, 2012 Chairman & Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the 14th Annual Report on
the working of the Company together with the audited accounts for the
year ended 31st March, 2010.
FINANCIAL RESULTS
The financial results of the Company as prescribed in the said Accounts
are summarised below :
2009-2010 2008-2009
(Rs. in lacs) (Rs. in lacs)
Sales & Other Income (Net of excise
and write off) 7862.58 7501.03
Operating Surplus 2259.44 2402.02
Less: Interest (Net) 1038.43 3713.28
Less: Depreciation 636.59 863.39
Less: Loss on sale of Plant and Machinery
(Nasik unit) 528.08 -
Net Profit/(Loss) before adjustment 56.34 (2174.65)
Add: Adjustment on restructuring of debts
(exceptional item) 1990.46 2461.57
Profit/(Loss) before Tax 2046.80 286.92
Less: Fringe Benefit Tax - 25.52
Net Profit/(Loss) for the year 2046.80 261.40
OPERATIONAL REVIEW
During the year under review, the total income of the Company amounted
to Rs. 7862.58 lacs as compared to Rs. 7501.03 lacs in the previous
year. The operating surplus (profit before interest and depreciation)
of the Company was Rs. 2259.44 lacs as compared to Rs. 2402.02 lacs in
the previous year. The Company has incurred loss of Rs. 528.08 lacs on
sale of Plant and Machinery of strip division of Nasik unit during the
year. The net profit (before considering exceptional item ) during the
year is Rs. 56.34 lacs as compared to loss of Rs 2174.65 lacs in the
previous year. The Company has accounted for relief granted by the
Financial Institutions/Banks of Rs 1990.46 lacs in the current year as
compared to Rs 2461.57 lacs in the previous year. The net profit
(after aforesaid adjustment) during the year amounted to Rs. 2046.80
lacs as compared to Rs 261.40 lacs in previous year.
RESTRUCTURING OF DEBTS
The Company has already completed one time settlement with all the
secured lenders except two insurance companies which are likely to be
settled during the current year. Your Directors are hopeful that the
performance of the Company will further improve in the coming years
once the restructured debts are paid and interest cost is reduced.
DIVIDEND
Due to inadequate profit, your Directors are unable to recommend
payment of any dividend on Equity Shares for the year under review.
EXPORT
The Companys export turnover has increased by 14% during the year
under review i.e. Rs. 1887.80 lacs as compared to Rs. 1657.27 lacs in
the previous year.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 217(2AAJ of the
Companies Act, 1956, the Directors of your Company confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards had been followed and no material departures have been made
from the same save and except as mentioned in the Auditors Report;
ii) They have adopted such accounting policies and applied them
consistently and made judgements 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 or loss
of the Company for that period;
iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company, for
preventing and detecting fraud and other irregularities;
iv) They have prepared the annual accounts on a going concern basis.
AUDITORSREPORT
The comments made by the Auditors in point no. 4(iv) and 4(vi) of their
report and other relevant points in Annexure to their report are
self-explanatory. The relevant notes to the accounts also clarify the
points referred to by the Auditors and hence need no further
clarification/explanation.
TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND
In terms of sections 205A and 205C of the Companies Act, 1956 read with
General Circular No. 22/2002 dated 23rd September, 2002 issued by the
Department of Company Affairs, the Company could not deposit unclaimed
and unpaid redemption amount of debentures and accrued interest thereon
to Investors Education and Protection Fund and had filed necessary
application with BIFR seeking relief u/s 22(3) of SICA and also their
approval to make the payment to public debenture holders as and when
debentures certificates are surrendered to the Company. The BIFR has
approved the same in terms of Rehabilitation Scheme sanctioned by them
vide order dated 10th June, 2010. The company is making payment to the
debenture holders under public category as and when the debenture
certificates are surrendered with the company.
REHABILITATION SCHEME
The BIFR has approved a Draft Rehabilitation Scheme (DRS) on June 10,
2010, the order copy of which was received by the Company on June 24,
2010. The DRS provides for the settlement of dues of the various
stakeholders, which would be given effect to at varying points of time.
Further, the order copy was received by the company near the time of
closing of the accounts, and hence the impact of the order in terms of
various reliefs and concessions granted, will be given in the books of
accounts of the Company in the current financial year.
CONSERVATION OF ENERGY
Information pursuant to 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 is provided in the Annexure to the
Report. However, as permitted by Section 219(1 )(b)(iv) of the Act,
this Annual Report is being sent to all the members of the Company
excluding the said Annexure.
DEPOSITS
The Company has not accepted any public deposit since its inception.
DIRECTORS.
The Central Government vide its letter Ref. SRN No. A-50716901 -CL.VII
dated 18.03.2010 have approved the appointment of Mr Sunil Khaitan as
Managing Director of the Company for a period of three years w.e.f. 1
st April,2008 and also has approved the increase in his remuneration
vide its letter Ref. SRN No. A-67472464 dated 18.03.2010, in terms of
the provisions of Section 269 of Companies Act, 1956 and other
applicable provisions. The Board of Directors has appointed Mr. Sunil
Khaitan as Chairman of the Company and re-designated him as Chairman &
Managing Director with effect from 23rd October,2009.
Dr L R Vaidyanath, who was associated with the Company as one of the
director in the Board of Directors of the company since 1986, passed
away on 26th July, 2010. The Board places on record its deep
appreciation and gratitude for the valuable services rendered by Dr.
L.R. Vaidyanath during his tenure as Director of the company.
Mr. Dipak Rudra and Mr. Probir Roy retire from the Board pursuant to
section 255 of the Companies Act, 1956 read with Article 143 of
Articles of Association of the Company and being eligible offer
themselves for reappointment.
CORPORATE GOVERNANCE REPORT
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion & Analysis and Corporate Governance
Report have been annexed to the Directors Report and forms part of
this report.
COMPLIANCE CERTIFICATE
A certificate from the Auditors of the Company regarding compliance of
the conditions of Corporate Governance as stipulated in the Clause 49
of the Listing Agreement is also attached to this report.
AUDITORS
Messrs S.S.Kothari & Co., and Messrs GP.Agrawal & Co., Chartered
Accountants, Auditors of the Company, hold office until the conclusion
of the ensuing Annual General Meeting and being eligible have expressed
their willingness to be re-appointed.
PARTICULARS OF EMPLOYEES
There-was no employee in receipt of remuneration of Rs.24 lacs or more
in the financial year or Rs.2,00,000/- or more per month within the
meaning of Section 217(2A) of the Companies Act,1956.
SUBSIDIARY COMPANY
The audited Accounts as on 31 st March, 2010 along with the Auditors
Report thereon and the report of the Board of Directors of SWIL
International (PTE) Limited have not been annexed as the value of
assets and liabilities of the company have become nil and the share
capital of the company has been fully eroded against accumulated losses
and the subsidiary have made application for winding up before the
Regulatory Authority at Singapore which is awaited. However, a
statement as required* under Section 212 of the Companies Act, 1956 is
annexed.
INDUSTRIAL RELATIONS
The Company continued to have cordial relations with the employees at
its plants located at Uttarpara and Paper Machine Wire unit at Nasik,
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.
Registered Office : For and on behalf of the Board
25, Ganesh Chandra Avenue
Kolkata - 700 013 Sunil Khaitan
The 30th July, 2010 Chairman & Managing Director
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