Shemaroo Entertainment Ltd.
|BSE: 538685||Sector: Media|
|NSE: SHEMAROO||ISIN Code: INE363M01019|
|BSE 15:46 | 19 Jan||497.10||
|NSE 15:46 | 19 Jan||498.70||
|Mkt Cap.(Rs cr)||1,351|
|Mkt Cap.(Rs cr)||1351.12|
Shemaroo Entertainment Ltd. (SHEMAROO) - Director Report
Company director report
Your Directors take pleasure in submitting their 11th Annual Report on thebusiness and operations of your Company together with the Audited FinancialAccountsforthefinancial yearended March 31 2016.
1. Financial Results
(Rs in Lacs)
2. Overview of Companys Financial Performance
During the year under review the Standalone Revenue from Operations & Other Incomeincreased to ' 37694 Lacs as against ' 32471 Lacs in the previous year and theConsolidated Revenue from Operations & Other Income increased to ' 37668 Lacs ascompared to ' 32469 Lacs in the previous year.
Your Company had a standalone growth with a Net Profit after-tax of' 5543 Lacs ascompared to the Net Profit after tax of ' 4181 Lacs in the previous financial year and aconsolidated growth with a Net Profit after tax of ' 5215 Lacs as compared to the NetProfit after tax of' 4092 Lacs in the previous financial year.
There are no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the financial year 2015-16 and the dateofthis Report.
3. Consolidated Financial Statement
The consolidated financial statements of your Company for the financial year 2015-16are prepared in compliance with applicable provisions of the Companies Act 2013("the Act") applicable Accounting Standards and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations"). Theconsolidated financial statements have been prepared on the basis of audited financialstatements of the Company its subsidiaries and associate companies as approved by theirrespective Board of Directors.
Pursuant to the provisions of Section 136 of the Act the Financial Statements of theCompany the Consolidated Financial Statements along with all relevant documents and theAuditors Report thereon form part of this Annual Report and are also available onthe website of the Company www.shemarooent.comunder Investor Centre section.
4. Subsidiaries and Associate Companies
As on March 31 2016 the Company has 5 subsidiaries and 1 associate company. There hasbeen no change in the nature of business of the subsidiaries / associate during the yearunder review.
During the year under review the following Limited Liability Partnerships (LLPs) wereincorporated as a subsidiary of the Company:
- Contentino Media LLP was incorporated on August 25 2015 with 65% of capitalcontribution and with an objective to carry on the business of creation aggregation anddistribution of the Content on Airlines Ships and other transportations across variousmarkets within India & Overseas and providing transfer related technical services.
- Shemaroo Think Tank Entertainment LLP was incorporated on October 12 2015 with 65%of capital contribution and with an objective to carry on TV Slot business in the NonPrime Time Slots on various channels on an Advertiser Funded Format;
Pursuant to Section 136 of the Act the financial statements of the subsidiarycompanies are available for inspection by the shareholders at the Registered Office of theCompany during business hours on all days except Saturdays Sundays and public holidaysupto the date of the Annual General Meeting (AGM). Shareholders interested in obtaining acopy of the said financial statements may write to the Company Secretary at theCompanys registered office. The statements are also available on the website of theCompany www. shemarooent.com under Investor Centre section.
Pursuant to Section 129(3) of the Act a statement in Form AOC-1 containing the salientfeatures of the financial positions of the subsidiaries / associate company forms partofthis Report.
The Policy for determining Material Subsidiaries adopted by the Board pursuant toRegulation 16 of the SEBI Listing Regulations can be accessed on the Company website at
5. Management Discussion and Analysis
The Managements Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of the SEBI Listing Regulations is annexed to this Report.
Your Directors recommend payment of '1.40 per fully paid-up equity shares of'10 each(i.e. 14% of the paid- up equity share capital of Company) as final dividend for thefinancial year 2015-16 for approval of shareholders at the ensuing AGM.
The final dividend on equity shares if approved by the members would involve a cashoutflow on account of '458.02 Lacs including dividend distribution tax.
7. Appropriations - Transfer To General Reserve
The Company proposes to transfer an amount of '139 Lacs to the General Reserves out ofthe amount available for appropriation. An amount of' 5692 Lacsis proposed to be retainedin the profit and loss account.
8. Updates on Utilisation of Funds Raised Through Initial Public Offering (IPO) ofEquity Shares
During the financial year 2014-2015 your Company had made an Initial Public Offeringof 7333335 equity shares of face value of '10 per equity shares at a price of '170 perequity share including a share premium of '160 per equity share aggregating to '12000lacs. The Company had also offered a discount of 10% (i.e. ' 17) to all Retail IndividualBidders. The IPO was subscribed 7.90 times.
During the financial year under review net issue proceeds of ' 12000 Lacs raisedthrough Initial Public Offering (IPO) of equity shares to fund working capitalrequirements was fully consumed in consonance with the objects stated in the offerdocument.
Further pursuant to Regulation 32 of the SEBI Listing Regulations there is (i) nodeviation in the use of proceeds from the Objects stated in the offer document /explanatory statement to the notice for the general meeting and (ii) no variation betweenthe actual utilisation of funds and the projected utilisation of funds made by the Companyin the offer document / explanatory statement to the notice for the general meeting.
9. Public Deposits
During the Financial Year under review your Company has not accepted any depositswithin the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits)Rules 2014.
10. Annual Return
Pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Managementand administration) Rules 2014 the extract of Annual Return in Form MGT 9 is enclosed asAnnexure A to the Boards Report.
11. Particulars of Loans Guarantees or Investments
Particulars of loans guarantees given and investments made during the year as requiredunder Section 186 of the Companies Act 2013 and Schedule V of the SEBI ListingRegulations are provided in Notes 2.112.12 2.17 & 2.25 ofthe Standalone FinancialStatements.
12. Credit Rating
During the year under review CARE a Rating Agency has reaffirmed its credit ratingfrom CARE A- to CARE A for Long term bank facilities of the Company and India Ratings andResearch (Ind -Ra) a Fitch Group Company has also assigned its IND A ratingto the same facilities ofthe Company.
The below table depicts Companys credit ratings profile in a nutshell:
13. Significant and Material Orders passed by the Regulators / Courts
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of your Company and its future operations.
14. Directors Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 the Boardof Directors to the best oftheir knowledge and ability confirm that:
1. in the preparation of the Annual Accounts for the year ended March 31 2016 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures;
2. the Directors have selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a fair viewof the state of affairs of the Company at the year ended March 31 2016 and of the profitof the Company for that period;
3. proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;
4. the Annual Accounts for the year ended March 31 2016 have been prepared on a goingconcern basis;
5. proper internal financial controls to be followed by the Company has been laid downand that such internal controls are adequate and were operating effectively; and
6. proper systems to ensure compliance with the provisions of all applicable laws hasbeen devised and that such systems were adequate and operating effectively.
15. Directors & Key Managerial Personnel
At present your Companys Board of Directors has a mix of Executive andNon-Executive Directors. Out of total Ten (10) Directors the Board comprises of Three (3)Executive Directors [(i.e. Two (2) Managing Directors and One (1) Whole Time Director& CFO)] Two (2) Non-Executive Non-Independent Directors and Five (5) Non-ExecutiveIndependent Directors [includes 1(one) Women Director]. The Chairman of the Board is anon-executive Director related to the Promoters and accordingly Half (%) ofthe Boardconsists of Independent Directors. Accordingly the Composition ofthe Board is inconformity with the SEBI Listing Regulations.
a. Re-appointment of Managing Director / Whole Time Director
During the financial year 2015-16 Mr. Raman Maroo Mr. Atul Maru and Mr. Hiren Gadawere re-appointed as Managing Director Jt. Managing Director and Whole Time Directorrespectively on the Board of Directors of your Company at the 10th AGM held onSeptember 212015 to hold office for a term of 5 (five) consecutive years up to December312020.
b. Appointment of Women Independent Directors
During the financial year 2015-16 Dr. (CA) Reeta Shah was appointed as IndependentWomen Director on the Board of Directors of your Company at the 10th AGM heldon September 212015 to hold office for a term of 5 (five) consecutive years up to March27 2020.
c. Retire by rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 andapplicable rules thereto Mr. Hiren Gada (DIN 01108194) will retire by rotation at theensuing Annual General Meeting of the Company and being eligible has offered himself forre-appointment. The Board recommends his re-appointment.
d. Key Managerial Personnel
During the year under review following Key Managerial Personnels (KMP) werere-designated with the approval of the Nomination and Remuneration Committee:
e. Number of meetings of the Board
The Board of Directors met 4 (four) times in the financial year 2015-2016. The maximuminterval between any two meetings did not exceed 120 days. The details of the Boardmeetings and the attendance of the Directors are provided in the Corporate GovernanceReport which forms part of this report.
f. Composition of an Audit Committee
The Board has constituted the Audit Committee which comprises of Mr. Gnanesh Gala asthe Chairman and Mr. Kirit Gala and Mr. Hiren Gada as members. More details on thecommittee are given in the Corporate Governance Report.
g. Board Independence
The Independent Directors have submitted the Declaration of Independence as requiredpursuant to the provisions of Section 149 of the Act and SEBI Listing Regulations statingthat they meet criteria of independence as provided therein.
h. Annual Performance Evaluation
In compliance with the Act and Regulation 17 of the SEBI Listing Regulations the Boardhas carried out the annual evaluation of its own performance as well as of its Committeesand Individual Directors including Chairman of the Board. This exercise was carried outthrough a structured questionnaire prepared separately for Board Committee and individualDirectors.
A structured questionnaire was prepared covering various aspects of the functioning ofthe Board such as adequacy of the constitution and composition of the Board timedevoted by the Board to Companys strategic issues quality and transparency of Boarddiscussions timeliness of the information flow between Board members and management etc.
Committee performance was evaluated on the basis of their effectiveness in carrying outrespective mandates. Directors performance was evaluated based on parameters suchas participation and contribution knowledge and experience in understanding of relevantareas and leadership qualities etc
On the basis of performance evaluation the Board and Nomination Remuneration Committeeexpressed their satisfaction with the performance of the Board Committee and IndividualDirectors.
i. Familiarisation of Independent Directors
The familiarization programme aims to familiarize Independent Directors with theirrole rights and responsibility as Directors the working of the Company nature of theindustry in which the Company operates business model significant developments so as toenable them to take well informed decisions in a timely manner etc.
The policy on Companys familiarization programme for Independent Directors is putup on the website of the Company at www. shemarooent.com under Investor Center section.
j. Remuneration Policy
The Company has formulated a Policy on Nomination & Remuneration of Directors andSenior Management Employees. The policy is approved by the Nomination & RemunerationCommittee and the Board. The main objective of the said policy is to identify person forappointing on the Board and at senior management level of the Company level andcomposition of remuneration is reasonable and sufficient to attract retain and motivate.The details of the Policy are given in the Corporate Governance Report.
16. Auditors and Auditors Report
a. Statutory Auditors
M/s. M. K. Dandeker & Co. Chartered Accountants (ICAI Firm Registration No.000679S) the Statutory Auditors of the Company holds office until the conclusion of theensuing Annual General Meeting and eligible for re-appointment as per Section 139 oftheCompanies Act 2013
M/s. M. K. Dandeker & Co have expressed their willingness to get re-appointed asthe Statutory Auditors of the Company and has furnished a certificate of their eligibilityand consent under Section 141 of the Companies Act 2013 and the rules framed thereunder. In terms of the SEBI Listing Regulations the Auditors have confirmed that theyhold a valid certificate issued by the Peer Review Board ofthe ICAI.
The Board based on the recommendation of the Audit Committee recommends theappointment of M/s. M. K. Dandeker & Co as the Statutory Auditors of the Company for aterm of 5 years from the conclusion of the 11th Annual General Meeting till theconclusion of the 16th Annual General Meeting in the calendar year 2021.
The members are requested to appoint M/s. M. K. Dandeker & Co CharteredAccountants as Statutory Auditors and to authorise the Board to fix their remuneration.
There are no observations (including any qualifications reservations or adverseremarks or disclaimers) of the Statutory Auditors in their report that may call for anyexplanation from the Directors. Further Statutory Auditors have not reported any incidentof fraud to the Audit Committee of the Company in the year under review.
b. Secretarial Auditors
M/s. Manish Ghia & Associates Practicing Company Secretary were appointed asSecretarial Auditors of the Company for the financial year 201516 pursuant to Section 204of the Companies Act 2013. The Secretarial Audit Report submitted by them in theprescribed form MR- 3 is attached and forms part of this report.
There are no qualifications or observations or other remarks of the SecretarialAuditors in the Report issued by them for the financial year 2015-16which call for anyexplanation from the Board of Directors.
17. Related Party Contracts or Arrangements
All related party transactions are placed before the Audit Committee for their priorapproval and the details of the related party transactions undertaken during a particularquarter are placed at the meeting of the Audit Committee held in the succeeding quarter.
All contracts / arrangements / transactions with related parties that were executed infinancial year 2015-2016 were in the ordinary course of business and at an armslength. During the year there were no related party transactions which were materiallysignificant and that could have a potential conflict with the interests of the Company atlarge. Accordingly there are no transactions that are required to be reported in Form AOC2. All related party transactions are mentioned in the notes to the accounts.
The policy on Related Party Transactions as approved by the Board is placed on thewebsite on the companys website at www.shemarooent.comunder Investor Center section.
18. Managerial Remuneration and Particulars of Employees
The disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure B. and forms partof the Boards report of this Annual Report.
Further a statement showing the names and other particulars of employees drawingremuneration in excess of the limits as set out in the Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisreport. However in terms of Section 136 of the Act the Annual Report and Accounts arebeing sent to the members and other entitled thereto excluding the aforesaid information.The said information is available for inspection by members at the Registered Office ofthe Company during working hours for a period of 21 days before the ensuing Annual GeneralMeeting and shall be made available to any shareholder on request.
19. Internal Control System and Compliance Framework
According to Section 134(5) of the Act the term Internal Financial Control means thepolicies and procedures adopted by the company for ensuring the orderly and efficientconduct of its business including adherence to companys policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation.
The Company has laid down certain guidelines processes and structure which enablesimplementation of appropriate internal financial controls across the organisation whichensures that all assets are safeguarded and protected and that the transactions areauthorised recorded and reported correctly. The Companys internal financial controlsystem also comprises due compliances with Company's policies and Standard OperatingProcedures (SOPs) for various processes. It includes control processes both on manual andIT applications including the ERP application wherein the transactions are approved andrecorded
In this regards Company has appointed M/s Gawande & Associates CharteredAccountants as Internal Auditors of the Company. The Internal Auditors independentlyevaluate the adequacy of internal controls and significant audit observations and followup actions thereon are reported to the Audit Committee.
The Board is of the opinion that the Companys internal financial controls wereadequate and effective during the financial year2015-2016.
20. Risk Management Policy
Pursuant to the provisions of Section 134 of the Act and Regulation 17 of the SEBIListing Regulations your Company has adopted the policy and procedures with regard torisk management. The Company has implemented a Business Risk Management Policy which laysdown the framework to identify business risks at both Corporate level and at BusinessSegment level. The policy ensures timely identification of risks assessment andevaluation of the same in line with overall business objectives and defines adequatemitigation strategy.
In terms of Regulation 21 of the SEBI Listing Regulations the Constitution of RiskManagement Committee was not applicable during the financial year2015-2016.
21. Whistle Blower Policy/Vigil Mechanism
The Company has a vigil mechanism to report concerns about unethical behaviour actual/ suspected frauds malpractices wrongful conduct within the Company. Protecteddisclosures can be made by a whistle blower through several channels.
The Board of Directors have formulated a Whistle Blower Policy which is in compliancewith the provisions of Section 177 of the Act and SEBI Listing Regulations and details ofthe Whistle Blower Policy are available on the website of the Company at
22. Transfer of Unclaimed Dividend / Share Application money due for refund to IEPF
Pursuant to the provisions of Section 205C of the Companies Act 1956 Companies arerequired to transfer unclaimed / unpaid dividend share application money due for refunddebenture interest and interest on deposits as well as the principal amount of debenturesand deposits as applicable etc. remaining unclaimed / unpaid for a period of seven yearsfrom the due date of their payment to Investor Education and Protection Fund (IEPF)established by the Central Government. In terms of the provisions of Section 205C of theCompanies Act 1956 no claim shall lie against the Company or the said Fund after suchtransfer. Shareholders are requested to ensure that they claim the dividend(s) from theCompany before transfer of the said amounts to the IEPF. The details of unclaimed dividend/ application money as on March 312016 are as follows:
23. Corporate Governance
The Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by Securities andExchange Board of India.
The Company has complied with the corporate governance requirements as stipulated underSEBI Listing Regulations. The Report on Corporate Governance alongwith Certificate fromthe Auditors of the Company confirming compliance with the conditions of CorporateGovernance as stipulated under the aforementioned
Listing Regulations is annexed and forms part of this Annual Report.
24. Conservation of Energy and Technology Absorption and Foreign Exchange
Particulars relating to conservation of energy and technology absorption stipulatedunder Section 134(3) (m) of the Act read with Companies (Accounts) Rules 2014 are notapplicable as the Company does not have manufacturing operations and company consumespower to the extent required in administrative functions.
1. Conservation of Energy
Your Company has undertaken several initiatives in the conservation of energy which areas follows:
- Advocated switching off of lights and ACs when not required turning off of PCs whennot in use setting higher temperatures on air conditioners etc. to reduce consumption.
- Put controls on usage of Lifts Air Conditioners Common Passage lights and otherelectrical equipments.
- Changing of lights to energy efficient LED.
- Regular monitoring of temperature inside the buildings and controlling theair-conditioning system.
Further since energy costs comprise a very small part of your Companys totalexpenses the financial implications of these measures are not material.
2. Technology Absorption
The activity in which the Company is engaged does not involve any specialized orinnovative technology. However your Company in its endeavour to obtain and deliver thebest adopts the best technology in the field upgrades itself continuously..
The Company is predominantly a service provider and therefore has not set up a formalR&D unit however continuous research and development is carried out at to upgrade andmodernize its processes by adopting latest technology developments in the field.
3. Foreign Exchange Earnings & Outgo
Details of foreign exchange earnings and outgo during the year are given in Note 2.27and 2.29 of the Financial Statements forming part of Annual Report.
25. Human Resources
The Company recognizes the importance of human value and ensures that properencouragement both moral and financial is extended to employees to motivate them.Employees are our most valuable asset and your Company places the engagement development
and retention of talent as its highest priority to enable achievement oforganisational vision. With their skills and achievements the Company is driving aculture of innovation sustained growth and profitability for the Company. We arecommitted to creating a transparent organisation that helps our employees enhance theirskills and enable them to deliver superior performance. Company believes in fosteringequal employment opportunities where employees are selected on the basis of their meritsand abilities and are treated fairly without any discrimination on the grounds of genderrace colour nationality religion etc.
Companys senior management team was strengthened through hiring of leaders instrategic roles. With utmost respect to human values the Company served its humanresources with integrity through a variety of services by using appropriate trainingmotivation techniques and employee welfare activities. The total employee strength at theend offinancial year 2015-16 is 395.
During the year under review no complaints were received in regards to SexualHarassment of Women at Workplace.
Your Directors wish to place on record their appreciation for the sincere and devotedefforts of the employees at all levels.
26. Corporate Social Responsibility - Social Commitments
The Company has constituted a Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of the Act. The role of the Committee is to monitor the CSRPolicy indicate activities to be undertaken towards CSR and implementation of the samefrom time to time
As a responsible corporate citizen the Company is committed to focus on inclusivegrowth and improve lives by contributing towards communities around which it operates.This year the Company has contributed towards society through undertaking social welfareand environment friendly initiatives by spending 88% of the prescribed CSR amount towardsCSR activities. The rest of the budgeted CSR amount will be spent on the long termmultiyear projects to be decided by the CSR Committee in the subsequent year. The Companyis committed to increase its CSR impact and spend over the coming years by activelyengaging with the NGOs to execute the said events or projects and programs and incurexpenditure in accordance with Section 135 of the Act read with Companies (CorporateSocial Responsibility Policy) Rules 2014.
The contents of the CSR policy and initiatives taken by the Company on Corporate SocialResponsibility during the year 2015-16 is attached as Annexure C to this
Report and contents of the CSR policy is available on our website at
27. Cautionary Statement
Statements in the Annual Report particularly those which relate to ManagementDiscussion and Analysis describing the Companys objectives projections estimatesand expectations may constitute forward looking statements within the meaningof applicable laws and regulations. Although the expectations are based on reasonableassumptions the actual results might differ substantially or materially from thoseexpressed or implied. Important developments that could affect the Companysoperations includes but not limited to changes in exchange rate fluctuations tax lawslitigation labour relations interest costs political and economic environment.
Your Directors take this opportunity to express their deep sense of gratitude to theBanks Central and State governments and their departments and the local authorities fortheir continued guidance and support.
We would also like to place on record our sincere appreciation forthe continuedassistance and co-operation received from customers shareholders suppliers businesspartners / associates regulatory authorities viz. the Ministry of Information &Broadcasting Ministry of Corporate Affairs Reserve Bank of India Securities andExchange Board of India Stock Exchanges Depositories and other stakeholders for theirconsistent support and encouragement to the Company.
The Directors also acknowledge the unstinted commitment and dedication of its employeesacross all levels who have contributed to the growth and sustained success of the Companyand its subsidiaries. Their dedication and competence has ensured that the Companycontinues to remain in the forefront of media and entertainment business.
For and on behalf of the Board of Directors