DEAR MEMBER(S),
Your Directors are pleased to present the 17th Annual Report along with
the Audited Financial Statements of your Company for the financial year ended March
31,2025.
1. FINANCIAL PERFORMANCE (' in Lakhs)
Particulars |
2024-25 |
2023-24 |
Total Income |
25,193.83 |
31139.09 |
Profit before Interest,
Depreciation and Tax |
2911.98 |
2838.86 |
Less : Interest |
1717.87 |
1478.39 |
Depreciation |
640.00 |
781.67 |
Profit before exceptional items
and Tax |
554.11 |
578.80 |
Profit (loss) on sale of
Assets/Investment |
38.27 |
32.69 |
Profit before Tax |
592.38 |
611.49 |
Less : Provision for Current
Taxation |
325.26 |
204.34 |
Provision for Deferred Taxation |
-82.73 |
8.99 |
Excess/(Short) provision for
taxation in earlier year |
- |
- |
Net Profit |
349.85 |
398.16 |
Add : Balance brought forward
from previous year |
3166.15 |
2802.86 |
Depreciation on Fixed Assets
Revaluation |
16.66 |
18.71 |
Amount available for
Appropriation |
3532.66 |
3219.73 |
Less: Dividend paid during the
year |
53.58 |
53.58 |
Balance Carried to Balance
Sheet |
3479.08 |
3166.15 |
2. OPERATIONAL PERFORMANCE
During the year under review, your Company has achieved turnover of Rs.
25,193.83 lakh as against Rs. 31,139.09 lakh in the previous year, marginal decrease by
19.09% as compared to previous financial year. Despite the reduction in revenue, Earnings
Before Interest, Depreciation, and Tax (EBITDA) remained robust at '2,911.97 lakh,
marginally higher than '2,871.55 lakh recorded in the preceding year, reflecting an
improvement in the operating margin of 1.41%. During the year under review, Profit before
tax was Rs. 592.38 lakh as compared to profit of Rs. 611.49 lakh in the previous year. The
Profit after tax for the financial year under review was Rs. 349.86 lakh as against Rs.
398.16 lakh for the previous year.
3. DIVIDEND AND RESERVES Dividend:
The Board of Directors is pleased to recommend a dividend of
Rs.0.07/-(i.e.3.50%) per equity share of Rs.2/- each on the paid-up equity share capital
of company amounting to Rs.62.51 lakh. The dividend payment is subject to approval of
members at the ensuing Annual General Meeting. The final dividend once approved by
Shareholders will be paid within the stipulated time subject to deduction of tax at
source.
Transfer to Reserves:
As permitted under the Act, the Board does not propose to transfer any
amount to General Reserves. The closing balance of the retained earnings of the Company
for FY 2024-25, after all appropriations and adjustments, was Rs. 3,479.08 Lakhs.
4. CHANGE IN SHARE CAPITAL, IF ANY
The Capital structure of the Company is given below:
Sr No. |
Particulars |
As on 31/03/2025 (') |
As on 31/03/2024 (') |
1 |
Authorised Capital of the
Company |
|
|
|
16,00,00,000 (16,00,00,000 -
PY) Equity Shares of Rs.2/- each |
3,200.00 |
3,200.00 |
2 |
Total Authorised Capital |
3,200.00 |
3,200.00 |
|
Issued, subscribed and
paid-up Capital of the Company |
|
|
|
8,93,02,450 (8,93,02,450 -
PY) Equity shares of Rs.2/- each |
1,786.05 |
1,786.05 |
|
Total paid-up Capital |
1,786.05 |
1,786.05 |
During the Financial Year 2024-25, there was no change in the share
capital of the Company.
5. DEPOSITS
During the year under review, your Company has neither accepted /
renewed any deposits during the year nor has any outstanding deposits within the meaning
of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014.
6. CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company.
7. CHANGE IN REGISTERED OFFICE
During the year under review, the registered office of the Company
shifted within the Local limits of the City w.e.f. 17/04/2024, as approved at the Board of
Directors Meeting held on April 17, 2024.
From
3rd Floor, Dawer Chambers, Beside J.K. Tower, Ring Road, Surat-395002,
Gujarat, India
To
C.S. Nondh No. 451/A, R.S. No. 33/1 Paiki, Plot No. 5, Nr. Narendra
Dyeing Mill, B/H.: Old Sub-Jail, Khatodara, Ring Road, Surat-395002, Gujarat, India
(Coming within the jurisdiction of Police Station - Khatodara Police
Station).
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors:
The Company's Board of Directors comprises an optimum blend of
Executive, Non-Executive and Independent Directors. The Chairperson of the Board is an
Executive Director. As on March 31, 2025, the Board of directors comprises Six (6)
Directors; one Managing Director, one whole-Time Director, One Executive Director, and the
remaining three (3) Independent Directors.
As on 31st March, 2025, Your Company has 6 (Six) Directors, namely;
I. |
Mr. Dhirajlal Raychand Shah |
Executive Chairperson |
ii. |
Mr. Arvind Raichand Shah |
Executive Director-Managing
Director |
iii. |
Mr. Nitin Raichand Shah |
Executive Director- Whole-Time
Director |
iv. |
Mr. Rajendra Kundanlal Desai |
Non-Executive - Independent
Director |
v. |
Mrs. Richa Manoj Goyal |
Non-Executive - Independent
Director |
vi. |
Mr. Vaibhav Jayantbhai Mehta |
Non-Executive - Independent
Director |
Changes Occurred in the Board of Directors;
i. During the year under review:
No changes in composition of Board have occurred during the year under
review.
ii. Between the ends of the financial year to which these financial
statements relate and the date of the report:
> Mrs. Richa ManojGoyal, Non-Executive - Independent Director of the
Company has resigned from the directorship of the Company w.e.f. from July 3, 2025.
> Ms. Ketaki Naginbhai Patel (DIN: 11249634), on the basis of
approval and recommendation of the Nomination and Remuneration
Committee, the Board of Directors of the Company approved and appointed
Ms. Ketaki Naginbhai Patel (DIN: 11249634) as an Additional Director (Non-Executive
Independent, with effect from August 23, 2025.
Moreover, the Nomination and Remuneration Committee and the Board of
Directors of the Company have recommended the appointment of Ms. Ketaki Naginbhai Patel
(DIN: 11249634), as an Independent Director of the Company and put the resolution to vote
as a Special Resolution, for a term of five (5) consecutive years from August 23, 2025, to
August 22, 2030, at ensuing General Meeting of the Company.
Re-appointment of Director(s) retiring by rotation:
Pursuant to the provisions of section 152 of the Companies Act, 2013
and in accordance with provisions of Articles of Association of the Company, Mr. Shah
Dhirajlal Raychand (DIN: 00010480), an
Executive Chairman of the Company retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re-appointment. Your
Directors recommend his re-appointment.
None of the Directors of the Company are disqualified for being
appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1)
of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Key Managerial Personnels (KMPs):
As on 31st March, 2025, Your Company has the following Key Managerial
Personnel (KMPs):
I. |
Mr. Dhirajlal Raychand Shah |
Executive Chairperson |
ii. |
Mr. Arvind Raichand Shah |
Managing Director |
iii. |
Mr. Nitin Raichand Shah |
Whole-Time Director |
iv. |
Mr. Satish Hargovinddas Shah |
Chief Financial Officer |
v. |
Mr. Hitesh Kantilal Garmora |
Company Secretary &
Compliance Officer |
There were no changes occurred during the year under review AND between
the ends of the financial year to which these financial statements relate and the date of
the report.
9. COMMITTEES OF THE BOARD:
As on March 31, 2025, the Board has four
committees: Audit, Nomination and Remuneration, Stakeholders'
Relationship and Corporate Social Responsibility. The composition of the committees is in
line with the applicable provisions of the Act, Rules and the Listing Regulations and are
as detailed below.
Name of the Committee |
Composition of the
Committee |
Remarks |
Audit Committee |
Chairperson:
Mr. Rajendra Kundanlal Desai Members:
Mrs. Richa Manoj Goyal***
Mr. Dhirajlal Raychand Shah Mr. Vaibhav Jayantbhai Mehta** |
The Audit committee of the
Board of directors was constituted in conformity with the requirements of Section 177 of
the Act and regulation 18 of the Listing Regulations and its role has been the same as
stipulated in the Act and the Regulations mentioned above.
All recommendations made by the Audit committee during the year were
accepted by the Board. |
Nomination and
Remuneration
Committee |
Chairperson:
Mr. Rajendra Kundanlal Desai Members:
Mrs. Richa Manoj Goyal*** Mr. Vaibhav Jayantbhai Mehta Mr. Dhirajlal
Raychand Shah |
The Nomination and Remuneration
committee of the Board of Directors was constituted in conformity with the requirements of
Section 178 of the Act and Regulation 19 of the Listing Regulations and its role has been
the same as stipulated in the Act and the Regulations mentioned above. |
Stakeholders'
Relationship
Committee |
Chairperson:
Mr. Rajendra Kundanlal Desai Members:
Mr. Arvind Raichand Shah Mr. Dhirajlal Raychand Shah |
The Stakeholders' Relationship
committee of the Board of directors was constituted in conformity with the requirements of
Section 178 of the Act and Regulation 20 of the Listing Regulations and its role has been
the same as stipulated in the Act and the Regulations mentioned above. |
Corporate Social
Responsibility
Committee* |
Chairperson:
Mr. Dhirajlal Raychand Shah Members:
Mr. Arvind Raichand Shah Mr. Rajendra Kundanlal Desai |
The Corporate Social
Responsibility committee of the Board of directors was constituted in conformity with the
requirements of Section 135 of the Act.
The Committee monitors the implementation of the CSR Policy from time to
time. |
* The Corporate Social Responsibility Committee was formed on August
12,2024, at the duly convened meeting of the Board of Directors of the Company.
** Mr. VaibhavJayantbhai Mehta was appointed as member of Audit
committee w. e.f. February 12,2025.
*** After the closure of the reporting FY.2024-25, Mrs. Richa Manoj
Goyal, tendered her resignation; Therefore she ceased to be a member of the Committees of
the Board w.e.f. July3,2025.
# After the closure of the reporting FY.2024-25, Ms. Ketaki Naginbhai
Patel, appointed by the Board as an additional Independent Director of the Company and was
also appointed as member of Audit committee and Nomination and Remuneration Committee w.
e.f. August23,2025.
A detailed note on the Board and its Committees along with the dates of
meetings is provided in the Corporate Governance Report.
13. MEETINGS OF THE BOARD AND COMMITTEE:
During the Financial Year 2024-25, the Board of Directors met Five (5)
times, and the details of the Meetings of the Board and its Committees are given in the
Corporate Governance Report, , which forms part of this Annual Report.
The gap intervening between the two Meetings were within the time
prescribed under the Act and SEBI (LODR), Regulations.
Details of attendance at Meetings of the Board, its committees, and the
Annual General Meeting are included in the Report on Corporate Governance, which forms
part of this Annual Report.
14. MEETING OF INDEPENDENT DIRECTORS:
In terms of requirements under Schedule IV of the Companies Act, 2013
and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Separate Meeting of the Independent Directors was held on February
12, 2025.
The Independent Directors at the Meeting, inter alia, reviewed the
following:
> Performance of Non-Independent Directors and Board as a whole.
> Performance of the Chairman of the Company, taking into account
the views of Executive Directors and Non-Executive Directors.
> Assessed the quality, quantity, and timeliness of the flow of
information between the Company Management and the Board that is necessary for the Board
to effectively and reasonably perform their duties.
15. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SECTION 149
The Independent Directors have submitted a declaration of independence,
as required pursuant to sub-section (7) of Section 149 of the Companies Act, 2013.
All the Independent Directors of the Company have declared that:
[a] they meet the criteria of independence as laid down under the Act
and the Listing Regulations;
[b] they have complied with the Code of Independent Directors
prescribed under Schedule IV of the Act; and
[c] they have registered themselves with the Independent Directors'
Database maintained by the Indian Institute of Corporate Affairs.
16. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR:
In the opinion of the Board of Directors of the Company, Independent
Directors on the Board of Company hold the highest standards of integrity and are highly
qualified, recognized and respected individuals in their respective fields. It's an
optimum mix of expertise (including financial expertise), leadership and professionalism.
All the Independent Directors of your Company have been registered and
are members of Independent Directors Data bank maintained by the Indian Institute of
Corporate Affairs (IICA) and have passed the Online Proficiency Self-Assessment Test
conducted by Indian Institute of Corporate Affair (IICA).
17. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL:
Pursuant to provision of Section 178(3) of the Companies Act, 2013, the
Board has framed a Policy for selection, appointment and remuneration of Directors , Key
Managerial Personnel and Senior Management employees and other employees, including
criteria for determining qualifications, positive attributes and independence of
Directors. The salient features of the Nomination and Remuneration Policy of the Company
has been disclosed in the Corporate Governance Report, which is a part of this report. The
said Policy is available on the Company's website and can be accessed using the https://www.shahlon.com/
reports/disclosure/NAR_Policy.pdf .
18. PARTICULARS OF EMPLOYEES AND REMUNERATION
The Disclosure required under Section 197(12) of the Companies Act,
2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of
remuneration of each Director and Key Managerial Personnel to the median of employees'
remuneration is provided in, is annexed as 'Annexure - 1' and forms an integral
part of this Report.
A statement comprising the names of top 10 employees in terms of
remuneration drawn in terms of Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure
forming part of this report. However, in terms of Section 136 of the Act, the Integrated
Annual Report is being sent to the shareholders and others entitled thereto, excluding the
said annexure, Members who are interested in obtaining these particulars may write to the
Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also
available for inspection by Members at the Registered Office of the Company, 21 days
before and up to the date of the ensuing Annual
General Meeting during the business hours on working days.
There were no employees whose remuneration was in excess of the limits
in pursuance of section 197(12) of the Companies Act, 2013 read with Rule 5(2) of The
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
19. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR AND
GENDERWISE BIFURCATION THEROF:
The details relating to the number of employees as on the closure of
financial year and gender wise bifurcation thereof is as follows:
Sr. No. |
Category |
No. of Employees |
I. |
Female |
53 |
ii. |
Male |
644 |
iii. |
Transgender |
0 |
|
Total Employees |
697 |
20. POLITICAL CONTRIBUTION:
During the year under review, the Company has made Political
contribution of Rs. 30,00,000/- (Rupees Thirty Lakhs Only) to a political party, which is
in compliance with the Section 182 and other applicable provisions of the Companies Act,
2013.
21. DETAILS OF SUBSIDIARY/JOINT VENTURES / ASSOCIATE COMPANIES
Your Company does not have any Subsidiary, Joint Ventures or Associate
Company.
22. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS ANDOUTGO
As required under section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 the particulars relating to
conservation of energy, Technology Absorption and foreign exchange earnings and outgo is
appended as an 'Annexure-2' to this Board's Report.
23. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge, belief and according to the information
and explanations obtained, your
Directors make the following statements in terms of
Section 134(3) (c) & 134 (5) of the Companies Act, 2013:
a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;
c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
d) The directors had prepared the annual accounts on a going concern
basis;
e) The directors had laid down internal financial controls to be
followed by the company and that
such internal financial controls are adequate and were operating
effectively.
f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
24. AUDITORS AND AUDITOR'S REPORT
Statutory Auditors :
M/s Rasesh Shah & Associates, Chartered Accountants (Firm
Registration No. 0108671W) completed their second term and have been retired as the
Statutory Auditors of the company w.e.f. 30.09.2024 i.e. on conclusion of the 16th AGM of
the company.
Based on the recommendation of Audit Committee and Board of Directors,
Shareholders approved the appointment of M/s. HTKS & Co., Chartered Accountants (Firm
Registration No 111032W), at the 16th AGM, as the Statutory Auditors of the Company, for a
term of 5 consecutive years commencing from the conclusion of 16th AGM till the conclusion
of 21st AGM of the Company.
Accordingly, M/s. HTKS & Co., Chartered Accountants, Statutory
Auditors of the Company will continue as such till the conclusion of Annual General
Meeting to be held in the Year 2029. In this regard, the Company has received a
Certificate from the Auditors to the effect that their continuation as Statutory Auditors
would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
> Statutory Auditors' Observations in Audit Report:
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. HTKS & Co., Chartered Accountants (Firm Registration No
111032W), Statutory Auditors in their report for the Financial Year ended March 31, 2025.
Moreover, there is no incident of fraud requiring reporting by the
Auditors under Section 143(12) of the Act.
> Board's response on Auditor's qualification, Reservation or
adverse Remark or disclaimer made
There are no qualifications, reservations or adverse remarks made by
the statutory auditors in their report for the reporting financial year.
Secretarial Auditors:
The Company has appointed Shri Bhairav H. Shukla, Practicing Company
Secretary, (CP: 5820) Surat to conduct the Secretarial Audit of the Company as required by
Section 204 of the Companies Act, 2013 and Rules made thereunder. The Company provided all
assistance and facilities to the Secretarial Auditors for conducting their audit. Shri
Bhairav H. Shukla, has also conducted the Annual Secretarial Compliance pursuant to
Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Secretarial Audit Report, in Form MR-3, for the financial year ended March 31,
2025 is annexed herewith as 'Annexure- 3'.
Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR)
Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Based on the recommendation of the
Audit Committee, the Board of Directors have approved and recommended the appointment of
M/s. JDM and Associates LLP, Peer Reviewed Firm of Company Secretaries in Practice as
Secretarial Auditors of the Company for a term of up to 5 (Five) consecutive years to hold
office from the conclusion of ensuing 17th AGM till the conclusion of 22nd AGM of the
Company to be held in the Year 2030, for approval of the Members at ensuing AGM of the
Company. Brief resume and other details of M/s. JDM and Associates LLP, Company
Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM.
M/s. JDM and Associates LLP have given their consent to act as
Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if
made) would be within the prescribed limits under the Act & Rules made thereunder and
SEBI (LODR) Regulations. They have also confirmed that they are not disqualified to be
appointed as Secretarial Auditors in terms of provisions of the Act & Rules made
thereunder and SEBI (LODR) Regulations.
> Secretarial Auditors' Observations in Audit Report:
The Secretarial Audit Report for the financial year ended March 31,
2025 issued by Shri Bhairav H. Shukla, Practicing Company Secretary, (CP: 5820) Surat, is
annexed herewith as 'Annexure- 3'. The report is self-explanatory and does not call for
any further explanation / comments as required under Section 134(3)(f) of the Companies
Act, 2013.
Moreover, there is no incident of fraud requiring reporting by the
Secretarial Auditor under Section 143(12) of the Act.
Cost Auditors:
In terms of the provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of
Directors, on the recommendation of the Audit Committee, has appointed M/s. PNR & Co.
LLP, Cost Accountants, Surat (Firm Registration No: 006470) as Cost Auditor of the
Company, for the financial year ending March 31, 2026, on a remuneration as mentioned in
the Notice convening the 17th Annual General Meeting for conducting the audit of the cost
records maintained by the Company.
A Certificate from M/s. PNR & Co. LLP, Cost Accountants, has been
received to the effect that their appointment as Cost Auditor of the Company, if made,
would be in accordance with the limits specified under Section 141 of the Act and Rules
framed thereunder.
A resolution seeking Members' approval for remuneration payable to Cost
Auditors forms part of the Notice of the 17th Annual General Meeting of the Company and
the same is recommended for your consideration.
Cost Audit Report for the year March 2024 was filed with the Central
Government, within the prescribed time limit AND The Cost Audit Report for the year ended
on 31st March 2025, shall be filed within prescribed time after completion of Cost Audit
by Cost Auditors.
The company has made and maintained books of account and records
pursuant to the rules made by the Central Government for the maintenance of cost records
under section 148(1) of the Companies Act, 2013.
> Cost Auditors' Observations in Audit Report:
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. PNR & Co. LLP, Cost Accountants, Surat (Firm Registration No:
006470), in his Cost Audit Report for the Financial Year ended March 31,2024.
Moreover, there is no incident of fraud requiring reporting by the Cost
Auditor under Section
143(12) of the Act.
> Board's response on Auditor's qualification, Reservation or
adverse Remark or disclaimer made
There are no qualifications, reservations or adverse remarks made by
the Cost auditors in their report.
25. INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY:
The Company believes that Internal Control is one of the key pillars of
governance, which provides freedom to the management within a framework of appropriate
checks and balances. The Company has a robust internal control framework, which has been
developed considering the nature, size and risks in the business.
The Company has adequate internal control systems in place and also has
reasonable assurance on authorizing, recording and reporting transactions of its
operations. The Company has well-placed, proper and adequate internal controls
environment, commensurate with its size, scale and complexities of its operations. The
Company had already developed and implemented a framework for ensuring internal controls
over financial reporting. This framework includes entity level policies, processes and
operating level standard operating procedures (SOP). Internal control systems are an
integral part of your Company's Corporate Governance structure. Information Technology
(IT) policies and processes also ensure that they mitigate the current business risks. The
Company has in placed ERP software system, supported by BI tools. The systems and
processes are continuously improved by adopting best in class processes and automation and
implementing the latest IT tools which help further for maintaining financial and
commercial discipline. These have been designed to provide reasonable assurance with
regard to credibility of data and compliances, inter-alia:
a) Recording and providing reliable financial and operational
information;
b) Complying with the applicable statutes;
c) Safeguarding assets from unauthorized use;
d) Executing transactions with proper authorization, and ensuring
compliance with corporate policies;
e) Prevention and detection of Frauds / errors;
f) Continuous updating of IT software/systems.
These are aimed at giving the Audit Committee a reasonable assurance on
the reliability of financial reporting and statutory & regulatory compliances,
effectiveness and efficiency of your Company's operations. The Internal Financial Control
Systems are reviewed periodically and revised to keep in tune with the changing business
environment.
Statutory Auditors of the company has conducted audit of internal
financial control system over financial reporting and operating effectiveness of such
controls. Separate audit report on internal financial control is annexed to Auditors
Report and forming part of this report.
26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Your Company has adopted a Whistle Blower Policy and has established
the necessary vigil mechanism for Directors and employees in confirmation with Section 177
of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the
genuine concerns about unethical or improper activity, without fear of retaliation. The
vigil mechanism of the Company provides for adequate safeguards against victimization of
Directors and employees who avail of the mechanism and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases. The said policy is uploaded on
the website of the Company at https://www.shahlon.com/reports/
disclosure/VIGIL%20MECHANISM_SSIL.pdf .
27. BUSINESS RISK MANAGEMENT
The Company has laid down a Risk Management Policy and identified
threat of such events which if occur may adversely affect either or value to shareholders,
ability of Company to achieve objectives, ability to implement business strategies. Such
inherent risks are categorized into Strategic risk, Operating risk and Regulatory risk.
Managing Director and other Directors of the Company in consultation with Audit Committee
will review from time to time the risk and suggest steps to be taken to control and
mitigate the same through a properly defined framework. It may be noted that none of the
identified risks is of a nature which would threaten the existence of the Company. We
consistently and periodically review our systems and policies in order to establish sound
risk management
and internal control systems.
28. ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in
Form MGT-7 has been placed on the Company's website (www.shahlon.com ).
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given any guarantees or provided any security
covered under the provisions of section 185 and 186 of the Companies Act, 2013 during the
year under review.
The Company has complied with provisions of the Companies Act, 2013
with respect to loans granted, investments made or guarantee given.
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the related party transactions are entered on arm's length basis,
in the ordinary course of business and are in compliance with the applicable provisions of
the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel etc. which may have
potential conflict with the interest of the Company at large or which warrants the
approval of the shareholders.
The Company has developed a Policy on Related Party Transactions for
the purpose of identification and monitoring of such transactions.
The particulars of contracts or arrangements with related parties
referred to in sub section (1) of Section 188 entered by the Company during the Financial
Year ended March 31, 2025, in prescribed Form AOC-2 is annexed to this Board's Report as "Annexure
- 4".
All Related Party Transactions are presented to the Audit Committee and
the Board. Omnibus approval is obtained for the transactions which are foreseen and
repetitive in nature. A statement of all related party transactions presented before the
Audit Committee on a quarterly basis, specifying the nature, value and terms and
conditions of the transactions.
The policy on Materiality of Related Party Transactions and on dealing
with Related Party Transactions as approved by the Board is uploaded on the website of the
Company and the web link is https://www.shahlon .
com/reports/disclosure/RPT_Policy.pdf.
31. EVALUATION OF THE BOARD'S PERFORMANCE
The Company has devised a Policy for performance evaluation of the
Board as a whole, Committees and individual Directors (including Independent Directors)
which include criteria for performance evaluation of Non-executive Directors and Executive
Directors. The exercise was carried out through a structured evaluation process covering
various aspects of the Boards functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties &
obligations, governance issues etc. Separate exercise was carried out to evaluate the
performance of individual Directors including the Board Chairman who were evaluated on
parameters such as attendance, contribution at the meetings and otherwise, independent
judgment, safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the
entire Board and that of the Chairman and the Non-Independent Directors were carried out
by the Independent Directors.
The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Board and its Committees with the Company.
Further, The Chairperson, based on the Evaluation done by the
Directors, informed that the performance of the Directors is satisfactory, and they are
recommended for continuation as Directors of the Company.
32. SCHEME OF AMALGAMATION / ARRANGEMENT
During the financial year under review, your Company has not proposed
or considered or approved any Scheme of Merger / Amalgamation / Takeover / Demerger or
Arrangement with its Members and/or Creditors.
33. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS
AT THE END OF THE FINANCIAL YEAR
During the financial year under review, there was no application made
and proceeding initiated / pending
by any Financial and/or Operational Creditors against your Company
under the Insolvency and Bankruptcy Code, 2016.
As on the date of this Report, there is no application or proceeding
pending against your Company under the Insolvency and Bankruptcy Code, 2016.
34. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME
OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the financial year under review, the Company has not made any
settlement with its bankers for any loan(s) / facility(ies) availed or / and still in
existence.
35. SECRETARIAL STANDARDS
The Company complies with all applicable mandatory Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI).
36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS:
There are no significant and material orders passed by the Regulators
or Courts or tribunals which would impact the going concern status of the Company and its
future operations.
37. MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year and date of this
report.
38. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at work place and
has adopted a policy against sexual harassment in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed thereunder. An Internal Complaints Committee (ICC) has been set up in
compliance with the said Act.
The following is a summary of sexual harassment complaints received and
disposed of during the year:
a) number of complaints filed during the financial year - Nil
b) number of complaints disposed of during the financial year - Nil
c) number of complaints pending as on end of the financial year - Nil
39. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFIT
ACT 1961.
The Company declares that it has duly complied with the provisions of
the Maternity Benefit Act, 1961. All eligible women employees, if any, have been extended
the statutory benefits prescribed under the Act, including paid maternity leave,
continuity of salary and service during the leave period, and post-maternity support such
as nursing breaks and flexible return-to- work options, as applicable. The Company remains
committed to fostering an inclusive and supportive work environment that upholds the
rights and welfare of its women employees in accordance with applicable laws.
40. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO IEPF
During the year, the Company has transferred the unclaimed and unpaid
dividend of 266496.25/-. Further, the corresponding equity shares on which dividends were
unclaimed for seven consecutive years were also transferred as per the requirements of the
IEPF Rules.
41. CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of Section 135 of the Companies
Act, 2013, and the Rules made there under, the Company has constituted a Corporate Social
Responsibility (CSR) Committee and also formulated a Corporate Social Responsibility
Policy (CSR Policy) which is available on the website of the Company at https://www.shahlon.com/reports/
disclosure/CSR_Policy.pdf.
An Annual Report on CSR activities of the Company for the Financial
Year 2024-25 as Required to be given under Section 135 of the Companies Act, 2013 read
with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been
provided as an "Annexure - 5" to this Report.
During the F.Y.2024-25 the Company was required to spend an amount of
Rs. 7.05 Lakhs for implementation of various CSR activities in terms of Section 135 of the
Companies Act, 2013. In this regard the Company has
spent an amount of Rs. 7.25 Lakhs on CSR activities which is in excess
of the minimum amount required to be spent by the Company.
42. CORPORATE GOVERNANCE:
A separate report on Corporate Governance pursuant to Regulation 34(3)
of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, read with Part C of Schedule V thereof, along with a
certificate from Shri Bhairav H. Shukla, Practicing Company Secretary, (CP: 5820) Surat
confirming compliance of the conditions of Corporate Governance is provided as a distinct
section of this Annual Report.
43. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report is
given in 'Annexure- 6' to this Report.
44. ACKNOWLEDGMENT
Your Directors express their grateful appreciation for the assistance
and co-operation received from the Banks, Financial Institutions, Government Authorities,
Customers, Suppliers and Shareholders during the year under review. Your Directors also
wish to place on record their deep sense of appreciation for committed services of
employees of the Company at all the levels.
ANNEXURE- 1
RATIO OF DIRECTORS' REMUNERATION TO MEDIAN EMPLOYEES' REMUNERATION AND
OTHER DISCLOSURE
[Pursuant to Sub-Section (12) of Section 197 of the Companies Act, 2013
and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014]
(I) |
The Ratio of the
remuneration of each director to the median remuneration of the employees of the company
for the financial year 2024-25 |
Director's Name |
Ratio to median remuneration |
|
1 |
Shri. Dhirajlal R. Shah |
48.19 : 1 |
|
2 |
Shri. Arvind R. Shah |
48.19 : 1 |
|
3 |
Shri. Nitin R. Shah |
48.19 : 1 |
(ii) |
The Percentage increase in
remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager if any in the financial year 2024-25 compared to 2023-24 |
Director's/CFO/CEO/CS/
Manager name |
% increase in remuneration |
|
1 |
Mr.Dhirajlal R. Shah |
0.00% |
|
2 |
Mr. Arvind R. Shah |
0.00% |
|
3 |
Mr. Nitin R. Shah |
0.00% |
|
4 |
Mr. Satish Shah |
7.71% |
|
5 |
Mr. Hitesh K. Garmora |
8.05% |
(iii) |
Percentage increase in the
median remuneration of employees in the financial year 2024-25 compared to 2023-24- |
47.49% |
(iv) |
Number of
permanent employees on the rolls of the company; |
As on 31.03.2025 |
As on 31.03.2024 |
|
547 |
745 |
(v) average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration;
The average percentage increase in the salaries of employees other than
Managerial Personnel in Financial Year 2024-25 was 7.00%. The increments given to
employees are based on their potential, performance, and contribution, which are
benchmarked against applicable Industry norms. Whereas the remuneration of the Managerial
Personnel remained unchanged, except for the Company Secretary and Chief Financial
Officer, whose average remuneration increased by 7.87%. There is no exceptional increase
in remuneration of key Managerial Personnel.
(vi) Affirmation that the remuneration is as per the Remuneration
policy of the Company: It is hereby affirmed that the remuneration paid is as per the
remuneration policy for Directors, Key Managerial Personnel and other employees of the
Company.
ANNEXURE- 2
Information on Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014.
(A) Conservation of energy-
(I) the steps taken or impact on conservation of
energy;
> Maintaining power factor and accordingly obtained rebate from
DGVCL of Rs. 1182697. 70/- during the year.
> Further, following steps taken to save energy:
> ETP Aeration Tank 2 motor connect with 2 no. VFD - which saves 185
kwh per day i.e. Rs.39,960/- per month.
> Replaced 11 Nos. Waterjet Humidity motor (consuming 878 kwh per
day) with 11 New Exhaust Fan motor (consuming 275 kwh per day), which saves Rs. 1,29,360/-
per month.
> Replaced 9 Nos. TFO Humidity motor (consuming 492 kwh per day)
with 9 New Exhaust Fan (consuming 152 kwh per day), which saves Rs. 76,962/- per month.
> Replaced 850 Nos. 28 w Tube light (consuming 570 kwh per day) with
850 new 16 w LED light (consuming 325 kwh per day), which saves Rs. 61,005/- per month.
> Replaced 8 Nos. 250 w Sidium lamp (consuming 48 kwh per day) with
8 new 100w Flude light (consuming 19.2 kwh per day), which saves Rs. 7,171.20/- per month.
(ii) the steps taken by the company for utilising alternate sources of
energy;
> The Company is exploring potential of using alternate source of
energy, which may be considered for implementation in future. The company has installed in
past two 0.6MW, one 1.2MW and one 2.1MW windmills for captive generation of power.
(iii) the capital investment on energy conservation equipments; - NIL
(B) Technology absorption-
(I) The efforts made towards technology absorption; and
(ii) the benefits derived
Your company is keeping a close eye on the new product development and
upgradation of technology in existing products. Upgradation in various areas of plant and
machinery is continuously carried out. The company has adopted standard cost for each
product quality and comparing it with actual cost from time to time. If there is any major
deviation, then proper and prompt remedial action is taken to improve it. These
developments will result in improvement in the quality of the product and yield resulting
in superior cost competitiveness.
(iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year) - NIL
(iv) the expenditure incurred on Research and Development. - NIL
(C) Foreign exchange earnings and Outgo:
Total Foreign Exchange used and earned.
Particulars |
2024-25 |
2023-24 |
I) Foreign Exchange Earnings |
1536.69 |
1765.43 |
II) Foreign Exchange Outgo: |
|
|
a) Raw Materials |
119.02 |
95.23 |
b) Capital Goods |
- |
1.46 |
c) Consumables Stores |
4.75 |
30.39 |
d) Foreign Travelling Expenses |
4.02 |
5.55 |
e) Export Commission |
2.44 |
17.88 |
f) Business Convention
Expenses |
- |
4.51 |
ANNEXURE- 3
SECRETARIAL AUDIT REPORT
For The Financial Year Ended on 31st March, 2025
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of
the Companies (Appointment and Remuneration Personnel) Rules, 2014]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2025
To,
The Members,
SHAHLON SILK INDUSTRIES LIMITED
(CIN - L17120GJ2008PLC053464)
Plot No. 5, C.S. Nondh No. 451/A, R.S. No. 33/1 paiki,
Nr. Narendra Dyeing Mill, B/h. Old Sub-Jail, Khatodara,
Ring Road, Surat-395002, Guiarat, India.
I have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by SHAHLON SILK
INDUSTRIES LIMITED (CIN - L17120GJ2008PLC053464) (hereinafter called the
"company"). Secretarial Audit was conducted in a manner that provided me a
reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of Secretarial audit, I hereby report that in my opinion, the company
has, during the audit period covering the financial year ended on 31st March, 2025, complied
with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance- mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2025, according to the provisions of:
(I) The Companies Act, 2013 (the Act) and the rules made there-under;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the
rules made there-under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed there-under;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made there-under to the extent of Foreign Direct Investment;
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ('SEBI Act')
a. The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018; (Not applicable to the Company during
the financial year under review);
d. The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021; [Not applicable as the Company has
not issued shares to the Employees during the financial year under review];
e. The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021. [Not applicable as the Company had
not issued and listed any debt securities, non-convertible securities or commercial paper
during the financial year under review];
f. The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client.
[Not applicable as the company is not registered as Registrar to Issue and Share
Transfer Agent during the financial year under review;]
g. The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021. [Not applicable as the Company has not delisted /
proposed to delist its equity shares from Stock Exchange during the financial year under
review];
h. The Securities and Exchange Board of India (BuyBack of Securities)
Regulations, 2018. [Not applicable as the Company has not bought back / proposed to
buy-back any of its securities during the financial year under review];
I. The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
(vi) Other laws specifically applicable to the Company
namely -
1. Factories Act, 1948
2. The Environment (Protection) Act, 1986
3. Air (Prevention and Control of Pollution) Act, 1981
4. Water (Prevention and Control of Pollution) Act, 1974
5. Foreign Trade Regulation Act, 1992
I have also examined compliances with the applicable
clauses of the following:
(I) Secretarial Standards pursuant to section 118(10) of the Act, issu
ed by the Institute of Company Secretaries of India.
(ii) The Listing Agreement entered into by the company with the BSE
Ltd.
I report that, during the year under review, the company has complied
with the provisions of the Acts, rules, regulations and guidelines, standards mentioned
above subject to the following observations:
Sr. No. |
01. |
Compliance Requirement
(Regulations/circulars/guidelines including specific clause) |
Fees and other charges to be
paid to the recognised stock exchanges(s).
The listed entity shall pay all such fees or charges, as applicable, to
the recognised stock exchange(s), in the manner specified by the Board or the recognized
stock exchange(s). |
Regulation/Circular No. |
Regulation 14 Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 |
Deviations |
Delayed in payment of Annual
Fees of the BSE (Bombay Stock Exchange). |
Action Taken by |
BSE Limited |
Type of Action |
Levied Interest of Rs. 6500/-
plus (GST) 1170/- (Total Rs. 7670/-) |
Details of Violation |
Delayed in Compliance of
Regulation 14 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
The Listed entity shall pay annual fees on or before 30th April every
year.
However, the Company has paid annual fees of BSE on 11.06.2024 |
Fine Amount |
No fine imposed |
Observations/Remarks of the
Practicing Company Secretary |
Delayed in payment of Annual
Fees
The listed entity has paid annual fees of the BSE (Bombay Stock Exchange)
on 11.06.2024 |
Management Response |
The Company made the payment
towards Annual Listing Fees to the Bombay Stock Exchange (BSE) on June 11, 2024, for the
financial year 2024-25. The delay in payment was due to overlooked administrative
circumstances. |
Remarks |
Acknowledged |
Sr. No. |
02. |
Compliance Requirement
(Regulations/circulars/guidelines |
Restrictions on
communication and trading by Insiders |
including specific clause) |
Regulation 3(5)- The
Board of directors or head(s) of the organization of every person required to handle
unpublished price sensitive information shall ensure that a Structured Digital Database is
maintained containing the nature of Unpublished Price Sensitive Information and the names
of such persons who have shared the information and also the names of such persons with
whom information is shared under this regulation along with the Permanent Account Number
or any other identifier authorized by law where Permanent Account Number is not available.
Such database shall not be outsourced and shall be maintained internally with adequate
internal controls and checks such as time stamping and audit trails to ensure
non-tampering of the database. |
|
Regulation 3(6)- The
Board of Directors or Head(s) of the organization of every person required to handle
unpublished price sensitive information shall ensure that the structured digital database
is preserved for a period of not less than eight years after completion of the relevant
transactions and in the event of receipt of any information from the Board regarding any
investigation or enforcement proceedings, the relevant information in the structured
digital database shall be preserved till the completion of such proceedings. |
Regulation/Circular No. |
Regulation 3(5) and 3(6)
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. |
Deviations |
Non-Maintenance of structured
digital database (SDD) software by the listed entity for the period from 01.04.2024 to
31.12.2024. [Reg. 3(5)] AND
Non-Preservation of structured digital database (SDD) software as
required under [Reg. 3(6)]. |
Action Taken by |
No action taken by the
exchange yet. |
Type of Action N.A.
Details of Violation Non-Compliance of Regulation 3(5) and 3(6)
Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015.
The Listed entity has not maintained SDD Data Base for a period from
01.04.2024 to 31.12.2024 [Reg. 3(5)].
AND
Non-Preservation of structured digital database (SDD) software as
required under [Reg. 3(6)].
Fine Amount N.A.
Observations/Remarks of the Non-Maintenance & Preservation of
structured digital database (SDD)
Practicing Company Secretary software by the listed entity.
Management Response Malicious viruses led to hard disk failure,
consequently, disruption in
working of the computer occurred, in which the SDD software was
maintained by the Company, which ended up loss of data of the Company, Even after all the
endeavors, the company lost the data including data available in SDD Software of the
Company and same was disclosed in the Corporate Governance Report filed with the BSE for
the quarter ended 31.12.2024.
Remarks Acknowledged
I further report that-
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors, Independent Directors and Women
Director. The changes in the composition of the Board of Directors that took place during
the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Meetings of
the Board and Committees of the Board. Except where consent of the directors was received
for scheduling meeting at a shorter notice (to transact urgent business on fulfilling
conditions as prescribed under section 173 (3) of the Companies Act, 2013), and a system
exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting.
As per the Minutes of the meetings of the Board of Directors & the
committee thereof duly recorded and signed by the Chairman the decision of the Board or
Committee was unanimous and there were no dissenting views on any matter.
I further report that based on review of compliance mechanism
established by company and on the basis of representation made / certificate issued by the
Company and its officers, there are adequate systems and processes in the company
commensurate with the size and operations of the company to monitor and ensure compliance
with the applicable laws, rules, regulations and guidelines.
I further report that during the audit period there were no specific
events / actions having a major bearing on the Company's affairs in pursuance of the above
referred laws, rules, regulations, guidelines, standards, etc.
"ANNEXURE - A"
FORM No. MR - 3 SECRETARIAL AUDIT REPORT
For The Financial Year Ended on 31st March, 2025
To,
The Members,
SHAHLON SILK INDUSTRIES LIMITED
(CIN - L17120GJ2008PLC053464)
Plot No. 5, C.S. Nondh No. 451/A, R.S. No. 33/1 paiki,
Nr. Narendra Dyeing Mill, B/h. Old Sub-Jail, Khatodara,
Ring Road, Surat-395002, Gujarat, India.
My Report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. I believe that the processes and practices, I
followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial
records and Books of Accounts of the company and for which we relied on the report of
statutory auditor.
4. Where ever required, I have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. My examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the company.
ANNEXURE- 4
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of Section 134 of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts / arrangements entered
into by the Company with related parties referred to in sub-section (1) of section 188 of
the Companies Act, 2013 including certain arm's length transactions under third proviso
thereto.
1. Details of contracts or arrangements or transactions not at arm's
length basis:
During the year, The Company has not entered into any contracts or
arrangements with any of the related parties which are not on arm's length basis.
2. Details of material contracts or arrangement or transactions at
arm's length basis:
1. |
Name(s) of the related
party |
M/s. Lotus Marketing |
|
Nature of relationship |
Directors are partners |
|
Nature of contracts /
arrangements/ transactions |
Sale, purchase or supply of
any goods materials, availing or rendering of any services |
|
Duration of the contracts
/ arrangements / transactions |
01-04-2024 to 31-03-2025 |
|
Salient terms of the
contracts or arrangements or transactions including actual / expected contractual amount |
56.69 Lakhs |
|
Date of approval by the
Board (DD/MM/YYYY) |
February 13, 2024 |
|
Amount paid as advances,
if any |
Nil |
|
2. |
Name(s) of the related
party |
M/s. Autotech Non-Wovens
Private Limited |
|
Nature of relationship |
Common Directors |
|
Nature of contracts /
arrangements / transactions |
Sale, purchase or supply of
any goods materials, availing or rendering of any services |
|
Duration of the contracts
/ arrangements / transactions |
01-04-2024 to 31-03-2025 |
|
Salient terms of the
contracts or arrangements or transactions including actual / expected contractual amount |
53.79 Lakhs |
|
Date of approval by the
Board (DD/MM/YYYY) |
February 13, 2024 |
|
Amount paid as advances,
if any |
Nil |
3. |
Name(s) of the related
party |
M/s. Shahlon Enterprises LLP |
|
Nature of relationship |
Relative of Directors are
partners |
|
Nature of contracts /
arrangements / transactions |
Sale, purchase or supply of
any goods materials, availing or rendering of any services |
|
Duration of the contracts
/ arrangements / transactions |
01-04-2024 to 31-03-2025 |
|
Salient terms of the
contracts or arrangements or transactions including actual / expected contractual amount |
786.48 lakhs |
|
Date of approval by the
Board (DD/MM/YYYY) |
February 13, 2024 |
|
Amount paid as advances,
if any |
Nil |
|
4. |
Name(s) of the related
party |
M/s. Fairdeal Textile Park
Private Limited |
|
Nature of relationship |
Common Directors |
|
Nature of contracts /
arrangements / transactions |
Sale, purchase or supply of
any goods materials, availing or rendering of any services including payment of lease rent
and other charges |
|
Duration of the contracts
/ arrangements / transactions |
01-04-2024 to 31-03-2025 |
|
Salient terms of the
contracts or arrangements or transactions including actual / expected contractual amount |
24.19 Lakhs |
|
Date of approval by the
Board (DD/MM/YYYY) |
February 13, 2024 |
|
Amount paid as advances,
if any |
Nil |
5. Name(s) of the related party M/s. Fairdeal Eco Infra Private
Limited
Nature of relationship Common Directors
Nature of contracts / arrangements / Sale, purchase or supply of
any goods materials,
transactions availing or rendering of any services
Duration of the contracts / arrangements / 01-04-2024 to 31-03-2025
transactions
Salient terms of the contracts or arrangements 0.18 Lakhs or
transactions including actual / expected contractual amount
Date of approval by the Board (DD/MM/YYYY) February 13, 2024 Amount
paid as advances, if any Nil
* All transaction entered by the Company is at market rate i.e. on
arm's length basis and in ordinary course of business.
ANNEXURE - 5
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
[Pursuant to Section 135 of the Companies Act, 2013]
1. A brief outline of Company's CSR Policy:
The Company follows community development strategy with initiatives
interlinked to its long term objectives for sustainable development. Its business and
economic growth has always been underlined / complimented by adherence to environmental
preservation, societal upliftment and financial prudence. The contributions by the Company
in the field of corporate social responsibility fall within the
broad framework of Schedule VII to the Companies Act, 2013 which
inter-alia include wide range of areas aligned to national priorities and sustainable
development such as education, healthcare, sustainable livelihood, women empowerment,
rural and infrastructure development, environment protection, supporting widows/dependents
of martyrs of armed forces and promotion of art, culture & sports, epitomizing a
holistic approach to inclusive growth.
2. Composition of CSR Committee*:
Sr.
No. |
Name of
Committee Member |
Designation / Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1. |
Mr. Shah Dhirajlal Raychand |
Chairperson |
1 |
1 |
|
(DIN: 00010480) |
(Executive Chairman) |
|
|
2. |
Mr. Arvind Raichand Shah |
Member |
1 |
1 |
|
(DIN: 00010483) |
(Managing Director) |
|
|
3. |
Mr. Rajendra Kundanlal Desai |
Member |
1 |
1 |
|
(DIN: 00198139) |
(Independent Director) |
|
|
* CSR Committee was constituted at the duly convened Board Meeting of
the Board of Directors of the Company held on August 12, 2024.
3. Provide the web-link(s) where Composition of CSR Committee, CSR
Policy and CSR Projects approved by the board are disclosed on the website of the company.
> CSR Committee: https://www.shahlon.com/
Committees.php
> CSR Policy & Project: https://www.shahlon .
com/Policies.php
4. Provide the executive summary along with web- link(s) of Impact
Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if
applicable.
The impact assessment is not applicable to the Company.
5. (a) Average net profit of the company as per Section 135(5):
Sr. No. |
Financial Year |
Net Profit as per Section
198 (in RS.) |
1. |
2021-22 |
575.58 |
2. |
2022-23 |
-97.41 |
3. |
2023-24 |
578.80 |
|
Total |
1056.97 |
|
Average Net Profit |
352.32 |
(b) Two per cent of average net profit of the company as per section
135(5): 7.05 Lakhs
(c) Surplus arising out of the CSR Projects or programmes or activities
of the previous financial years. : N.A.
(d) Amount required to be set-off for the financial year, if any. : N.A.
(e) Total CSR obligation for the financial year [(b)+(c)-(d)]. : 7.05
Lakhs
6. (a) Amount spent on CSR Projects(both Ongoing and other than Ongoing
Project): 7.25 Lakhs
(b) Amount spent in Administrative Overheads: Nil
(c) Amount spent on Impact Assessment, if applicable: Not
Applicable
(d) Total amount spent for the Financial Year [(a)+(b)+(c)]. : 7.25
Lakhs
(e) CSR amount spent or unspent for the financial year:
Total Amount Spent
for the Financial Year. (Rs. In lakhs) |
Amount Unspent
(in Rs.) |
Total Amount
transferred to Unspent CSR Account as per section 135 (6) |
Amount
transferred to any fund specified under Schedule VII as per second proviso to 135 (5) |
| Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
7.25 Lakhs |
Not Applicable |
(f) Excess amount for set-off, if any:
Sr.
No. |
Particular |
Amount (Rs. In Lakhs) |
(I) |
Two percent of average net
profit of the company as per sub-section (5) of section 135 |
7.05 Lakhs |
(ii) |
Total amount spent for the
Financial Year |
7.25 Lakhs |
(iii) |
Excess amount spent for the
Financial Year [(ii)-(I)] |
0.20 Lakhs |
(iv) |
Surplus arising out of the
CSR projects or programmes or activities of the previous Financial Years, if any |
Nil |
(v) |
Amount available for set off in
succeeding Financial Years [(iii)-(iv)] |
0.20 Lakhs |
7. Details of Unspent CSR amount for the preceding three financial
years:
Sr. No |
Preceding Financial
Year |
Amount transferred
to Unspent CSR Account under |
Balance Amount in
Unspent CSR Account under |
Amount spent in
the Financial Year (Rs.) |
Amount
transferred to any fund specified under Schedule VII as per second
proviso to Section 135(5), if any |
Amount remaining
to be spent in succeeding financial |
Deficiency, if any |
|
|
Section 135 (6)
(Rs.) |
section 135(6)
(Rs.) |
|
Amount (in Rs) |
Date of transfer |
years. (in Rs.) |
|
Not Applicable |
8. Whether any capital assets have been created or acquired through
Corporate Social Responsibility amount spent in the Financial Year: No
If Yes, enter the number of Capital assets
created/acquired: Not applicable
Details relating to such asset(s) so created or acquired through
Corporate Social Responsibility amount spent in the Financial Year
Sr. No |
Short particulars of the
property or asset(s) |
Pin code of the
property |
Date of creation |
Amount of CSR amount |
Details of
entity/ Authority/ beneficiary of the registered owner |
|
[including complete address
and location of the property] |
or asset(s) |
|
spent |
CSR Registration Number,
if applicable |
Name |
Date of transfer |
Not Applicable |
(All the fields should be captured as appearing in the revenue record,
flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be
specified and also the area of the immovable property as well as boundaries)
9. Specify the reason(s), if the Company has failed to spend two per
cent of the average net profit as per section 135(5): N.A.
