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Shalimar Productions Ltd.

BSE: 512499 Sector: Media
NSE: N.A. ISIN Code: INE435E01020
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VOLUME 1000
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Mkt Cap.(Rs cr) 48
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Sell Price 0.49
Sell Qty 117091.00

Shalimar Productions Ltd. (SHALIMARPROD) - Director Report

Company director report

The Members

SHALIMAR PRODUCTIONS LIMITED

Your Directors are pleased to present their 31st Annual Report together with theAudited Financial Statements for the financial year ended 31st March 2016 and theAuditors Report thereon.

BUSINESS PERFORMANCE:

The Company’s financial performance for the year ended 31stMarch 2016 issummarised below:

(Rs. In Lacs)
Particulars Year Ended 31-03-2016 Year Ended 31-03-2015
Revenue from Operations 268.20 348.39
Profit before depreciation and Tax 15.14 28.89
Less: Depreciation 12.37 16.87
Profit after depreciation and before Tax 2.77 12.02
Less : Provision For Tax 0.90 3.80
Less : Deffered Tax - 2.04
Less : Short/ Excess earlier year (8.90) -
Net Profit 10.77 6.17
Add: Profit & Loss A/c balance of previous years 256.56 250.39
Appropriations:
Proposed Dividend - -
Interim Dividend - -
Dividend Distribution Tax - -
Transfer to General Reserve - -
Balance c/f to Balance Sheet as at 31.03.2016 267.33 256.56

OPERATIONS AND FUTURE PLANS:

The total revenue of the Company has decreased to Rs. 268.20 Lakhs in the FY 2015-16from Rs. 348.39 Lakhs in the FY 2014-15. However the net profit of the Company hasincreased from Rs. 6.17 Lakhs in FY 2014-15 to Rs. 10.77 Lakhs in FY 2015-16. This canattributed towards low cost incurred by the Company. Your Directors are optimistic aboutthe coming year. Since the Company is trying to start new projects your Directors arehopeful that the business of the Company will further expand.

DIVIDEND:

In order to plough back the profit your Directors have not recommended any dividendfor the year ended 31st March 2016.

SHARE CAPITAL:

The Issued Subscribed & Paid up Capital of the Company as on 31st March 2016stands at Rs. 984328313/- divided into 984328313 Equity Shares of Re. 1/- each.During the period under review the Company has not issued shares with differential votingrights nor granted any stocks options or sweat equity.

TRANSFER TO RESERVE:

The Board does not propose to make transfer to reserves for the year 2015-16 andinstead intends to retain the net profit of Rs. 1076841/- in the Profit & LossAccount for the year ended 31stMarch 2016.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i) Retire by Rotation:

In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Mr. Chandrashekhar Sharma (DIN: 02327769) Director of theCompany retires by rotation at this Annual General Meeting of the Company and beingeligible offers himself for reappointment.

ii) Change in Directors and Key Managerial Personnels:

During the year under review Mr. Abhishek Palaparthy has resigned from thedirectorship of the company w.e.f. 01.01.2016 citing personal reasons. The board hasaccepted his resignation in the Board Meeting held on 30th December 2015.

Currently the Key Managerial Personnel’s of the Company are Mr. Pankaj Dave(Managing Director) Mr. Chandrashekhar Sharma (Director & Chief Financial Officer)and Ms. Neha Pravin Kumar Karkera (Company Secretary).

During the year Mr. Chandrashekhar Sharma who already being an Executive Director wasappointed as Chief Financial Officer with effect from 01st April 2015. Ms. Neha PravinKumar Karkera was appointed as Company Secretary with effect from 7th July 2015. She isalso designated as Compliance Officer in accordance with SEBI (Listing Obligations andDisclosure requirements) Regulations 2015.

iii) Appointment of Independent Directors:

In accordance with the provisions of Section 149 and 152 and other applicableprovisions of the Companies Act 2013 the Articles of Association of the Company andrelevant regulations of SEBI (Listing Obligations and Disclosure requirements)Regulations 2015 entered with Stock Exchange the Board of Directors have appointed Mr.Sainath Mhatre (DIN: 06778655) and Mr. Suraj Kadam (DIN: 06778687) by way of CircularResolution w.e.f. 08th January 2016 as an Additional Director (IndependentNon-Executive) who shall hold office up to the ensuing Annual General Meeting.

The Board recommends appointment of Mr. Sainath Mhatre and Mr. Suraj Kadam at theensuing Annual General Meeting as Non-Executive Independent Director for five consecutiveyears for a term up to September 29 2021 or as on the date of 36th Annual GeneralMeeting whichever is earlier in accordance with Section 149 of the Companies Act 2013.In the opinion of the Board Mr. Mhatre and Mr. Kadam fulfill the conditions specified inthe Companies Act 2013 and rules made thereunder for their appointment as an IndependentDirector of the Company.

iv) Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 read with the Rules made thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015 theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of its various Committees. The criteriaapplied in the evaluation process are detailed in the Corporate Governance Report whichforms part of this report

v) Meetings of the Board:

During the year ended 31st March 2016 Seven (7) Board Meetings were held by theCompany on 29th May 2015 22nd June 2015 7th July 2015 13th August 2015 9th November2015 30th December 2015 and 11th February 2016.Details of the meetings and the attendancerecord of the Directors are mentioned in the Corporate Governance section which forms partof this Report.

vi) Committees of the Board:

At present there are three (3) Committees of Board i.e. Audit CommitteeStakeholders’ Relationship Committee & Nomination & Remuneration Committee.The Composition and other details related to the Committees have been stated in theCorporate Governance Report which forms part of this report.

DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:

Your Company has received declarations pursuant to Section 149(7) of the Companies Act2013 from all the Independent Directors confirming that they meet the criteria ofindependence laid down under Section 149(6) of the Companies Act 2013. Based on thedeclaration(s) of Independent Directors the Board of Directors recorded its opinion thatall Independent Directors are independent of the Management and have fulfilled theconditions as specified in the Companies Act 2013 rules made thereunder as well asapplicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an adequate budgetary control system and internal financialcontrols with reference to financial statements. No reportable material weaknesses wereobserved in the system during the previous fiscal. Further the Company has laid downinternal financial control policies and procedures which ensure accuracy and completenessof the accounting records and the same are adequate for safeguarding of its assets and forprevention and detection of frauds and errors commensurate with the size and nature ofoperations of the Company. The policies and procedures are also adequate for orderly andefficient conduct of business of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Directors of your Companyconfirm that:

a) in the preparation of the annual accounts the applicable accounting standards readwith requirements set out under Schedule III to the Act have been followed along withproper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively and

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

CHANGE IN THE NATURE OF BUSINESS:

During the period under review there is no change in the nature of business of theCompany. The Company continues to operate in the Media Sector.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form MGT-9 as required under Section 92 of theCompanies Act 2013 (herein after referred to as "the Act") forms an integralpart of this Report as "Annexure A".

NOMINATION AND REMUNERATION COMMITTEE POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination & Remuneration Policy is annexed as "AnnexureB" to this Report.

AUDIT COMMITTEE:

Your Company has an Audit Committee in compliance with the provisions of the CompaniesAct 2013as well as Part C of Schedule II of the Listing Regulations.The composition ofthe Audit Committee detail of terms of reference number and dates of meetings held andattendance of the Members therein have been specified separately in the attached CorporateGovernance Report. The Board accepted the recommendations of the Audit Committee whenevermade by the Committee during the year.

AUDITORS &THEIR REPORT:

a) Statutory Auditor:

M/s. Lakhpat M Trivedi& Co. (Reg. No. 109047) Chartered Accountant Mumbai theStatutory Auditors of the Company hold office till the conclusion of the ensuing AnnualGeneral Meeting are eligible for re-appointment. They have expressed their willingness tobe re-appointed and have confirmed that their appointment if made will be in accordancewith the provisions of Section 139 & 141 of the Companies Act 2013. The StatutoryAuditors M/s. Lakhpat M Trivedi & Co. Chartered Accountants have issued their reportson Financial Statements for the year ended 31st March 2016. There are no adverse remarksor qualifications in the said report. The Notes on Accounts referred to in theAuditors’ Report are self-explanatory and do not call for any further comments.

Your Directors recommend reappointment of M/s. Lakhpat M Trivedi & Co. as theAuditors of the Company for the financial year 2016-17.

b) Secretarial Auditor:

In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 the Board of Directors have appointed M/s. Rituraj & AssociatesPractising Company Secretary as Secretarial Auditors to undertake secretarial audit of theCompany for the financial year ended 31st March 2016. The Secretarial Audit Report isattached herewith marked as "Annexure C" and forms an integral part ofthis report.

The said report does not contain any adverse remarks or qualifications or reservation.

RISK MANAGEMENT:

Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Audit committee and approved by the Board from time totime. These procedures are reviewed to ensure that executive management controls riskthrough means of a properly defined framework. The policy has been hosted onCompany’s website www.shalimarpro.com.

PUBLIC DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning ofsection 73 of the Companies Act 2013 and the rules made there under.

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTY:

During the year there were no related party transactions made in the Companytherefore Form AOC-2 is not applicable to the Company. The policy on materiality ofrelated party transactions and dealing with related party transactions as approved by theBoard may be accessed on the Company’s website at the link:http://www.shalimarpro.com/attachments/policyrtp.pdf.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION186:

During the year ended 31st March 2016 the Company has not given any loans orguarantees covered under the provisions of Section 186 of the Companies Act 2013.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year ended 31st March 2016 there were no material changes and commitmentsaffecting the financial position of the Company have occurred between the period ended31st March 2016 to which financial results relate and the date of the Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Since the provisions as laid down in the Section 135 of the Companies Act 2013 are notapplicable to the Company hence no such Committee has been formed. However Company hadalways tried in its best possible ways to involve itself in social development activities.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL)& Central Depository Services (India) Limited (CDSL) for dematerialization of itsEquity Shares. The ISIN No.INE435E01020has been allotted for the Company Shares.Therefore the members and/or investors may keep their shareholdings in the electronicmode with their Depository Participant.

LISTING OF SHARES:

The shares of your Company are listed at BSE Limited. The applicable Annual Listingfees have been paid to the Stock Exchange for the financial year 2015-16.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of the Companies Act 2013 read with the Companies (Meetingof Board and its Powers) Rules 2014 and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 every listed Company is required to have a VigilMechanism/ Whistle Blower Policy for the Directors and employees to report their concernsand grievances. The Company has a Whistle Blower Policy in place and the same is alsoavailable on the web-site at theweb-linkhttp://www.shalimarpro.com/attachments/VIGILMechanism.pdf.

The Audit Committee of Directors are entrusted with the responsibility to oversee theVigil mechanism.

CORPORATE GOVERNANCE:

In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a certificate from the Company’s Auditors on itscompliance forms an integral part of this report.

SECRETARIAL STANDARDS OF ICSI:

Pursuant to the approval given on 10th April 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from1stJuly 2015. The Company is in compliance with the same.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is presented in a separate section formingpart of this Annual Report.

PARTICULARS OF EMPLOYEES:

Particulars of employees in accordance with the provisions of Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not given as none of the employees qualifies forsuch disclosure.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

There was no technology absorption and no foreign exchange earnings or outgo duringthe year under review. Hence the information as required under Section 134(3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is to be regarded asNil. The Company has not entered into any technology transfer agreement.

SEXUAL HARRASSMENT AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rule made there under. During the year underreview there were no cases filed or reported pursuant to the provisions of the said Act.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and co-operation received from all our Clients Bankers BusinessAssociates and the Government and other regulatory authorities and thank all stakeholdersfor their valuable sustained support and encouragement towards the conduct of theproficient operation of the Company. Your Directors would like to place on record theirgratitude to all the employees who have continued their support during the year.

By Order of the Board of Directors
For Shalimar Productions Limited
Tilokchand Kothari
Place: Mumbai Chairman &Director
Date: 28.05.2016 (DIN:00413627)