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Shalimar Agencies Ltd.

BSE: 539895 Sector: Financials
NSE: N.A. ISIN Code: INE631E01016
BSE 00:00 | 18 Sep Shalimar Agencies Ltd
NSE 05:30 | 01 Jan Shalimar Agencies Ltd
OPEN 11.11
PREVIOUS CLOSE 11.65
VOLUME 2
52-Week high 12.36
52-Week low 11.11
P/E
Mkt Cap.(Rs cr) 4
Buy Price 11.65
Buy Qty 85.00
Sell Price 11.65
Sell Qty 1.00
OPEN 11.11
CLOSE 11.65
VOLUME 2
52-Week high 12.36
52-Week low 11.11
P/E
Mkt Cap.(Rs cr) 4
Buy Price 11.65
Buy Qty 85.00
Sell Price 11.65
Sell Qty 1.00

Shalimar Agencies Ltd. (SHALIMARAGENCIE) - Director Report

Company director report

The Directors present their 38th Annual Report along with Audited Statements ofAccounts for the Financial Y ear ended 31st March 2019.

FINANCIAL RESULTS

The performance of the Company is as follows:

(Amount in Rs.)
Particulars 2018-2019 2017-2018
Income 14279362 106189166
Expenditure 15103823 107876133
Profit before Tax -824460 -1686966
Current Year Tax -1453 5661
Profit after Tax -823007 -1692628

COMPANY PERFORMANCE

Your Company posted moderate financial results during the year under review. Income ofthe company has decreased from Rs. 106189166/- to Rs. 14279362/- and incurred LossRs. 823007/- as compared to Previous Years Loss of Rs. 1692628/-

DIVIDEND

The Company does not have adequate profits for the year under review hence decided notto declare any dividend.

TRANSFER TO RESERVES

In view of the losses incurred by the Company during the year the Board of Directorsdid not propose to transfer any amount to reserves for the period under review.

FIXED/PUBLIC DEPOSITS

The Company has not accepted any deposits falling within the meaning of Sec. 73 74& 76 of the Companies Act 2013 read with the Rule 8(v) of Companies (Accounts) Rules2014 during the Financial Year under review.

CAPITAL STRUCTURE

The Authorized Share Capital ofCompany is Rs. 32500000/- (3250000 Equity Shares ofRs. 10/- each)

The Paid Up capital of Company is Rs. 30010000/- (3001000 Equity Shares of Rs.10/- each).

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes affecting the financial position of the Companysubsequent to the close of the financial year 2019 till the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORY AUTHORITIES/COURTS

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 isannexed herewith as "Annexure I" to this report.

AUDIT

Statutory Audit:

In the 35th Annual general meeting held on 26th September 2015 M/s. P. Murali &Co. Chartered Accountants were appointed as Statutory Auditors of the Company for a termof 5 years i.e. till the conclusion of 39th Annual General Meeting (AGM) to be held in2020 which was subject to ratification at every AGM.

Accordingly the appointment of M/s. P. Murali & Co. Chartered Accountants asStatutory Auditors of the Company is placed for ratification by the shareholders.

The report of the Statutory Auditors is enclosed to this report and contains noqualification reservation or adverse remarks. The observations made in the Auditor'sReport are self-explanatory and therefore do not call for any further comments.

Cost Audit

Cost Audit is not applicable to your Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed AVD Associates LLP Company Secretaries to conduct the Secretarial Audit of theCompany for the year ended 31st March 2018.

The Secretarial Audit Report in Form MR 3 is annexed herewith as "AnnexureII" to this report and contains no qualification reservation or adverse remarks.

Internal Control Systems and their Adequacy

The Company has an Internal Control System commensurate with the size scale andnature of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the suggestions of internal auditfunction Management undertakes corrective action in their respective areas and therebystrengthens the controls.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Current policy is to have an appropriate mix of Executive and Independent Directorsto maintain the Independence of the Board and separate its functions of Governance andManagement. As on date of this report your Board consists of 4 Directors including 1Promoter Executive Director and 3 are Independent Non-Executive Directors (including aWomen Director).

The Policy of the Company on Appointment and Remuneration including criteria fordetermining qualifications positive attributes independence of directors and othermatters as required under Section 178 (3) of the Companies Act 2013 has been framed bythe Company. We affirm that the Remuneration paid to the Directors is as per terms laidout in the Nomination and Remuneration Policy.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 read with therules made thereunder and Regulation 16of SEBI (LODR) Regulations 2015.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Particulars of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the FinancialYear with related parties were on an arm's length basis in the ordinary course ofbusiness and were in compliance with the applicable provisions of the Companies Act andSEBI (LODR) Regulations. The prior approval of the Audit committee was sought for allrelated party transactions.

During the financial year ended 31st March 2019 there have been no related partytransactions made by the Company with Promoters Directors Key Managerial Personnel orother designated persons which may have a potential conflict with the interest of theCompany at large. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website.

Detailed information about the Related Party Transactions is enclosed in Form AOC 2 as"Annexure III" to this report.

NON - APPLICABILTY OF CORPORATE GOVERNANCE

As per the SEBI Circular CIR/CFD/POLICYCELL/7/2014 dated 15th September 2014 the PaidUp Capital of the Company is less than Rs. 10 Crores and Net worth being less than Rs. 25Crores Corporate Governance and its report is Not Applicable to the Company.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATES

During the Year under review there were no Subsidiaries/Associates/Joint Ventures ofour Company. By virtue of Open Offer Quebec Tech Solutions Pvt Ltd is holding 60.57% ofshareholding in the Company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activity relating to conservation of energy or technologyabsorption. Further the company did not have any foreign exchange earnings or outgo duringthe year. Hence no information pursuant to Section 134 of the Companies Act 2013 readwith (disclosure of particulars in the report of Board of Directors) Rules 1988 isprovided.

RISK MANAGEMENT

The Company has adopted a Risk Management Plan for implementation of Enterprise RiskManagement (ERM) framework. As per the Companies Act 2013 and SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 the Board shall establish a Risk ManagementPlan/ Policy and the Risk Management Committee shall evaluate the Risk Management systemsperiodically.

In line with this requirement the Board is responsible for initiating and institutingthe ERM framework and setting the requisite tone at the top for implementation of the ERMframework. Further the Board shall be responsible for overseeing measures for managingrisk. The Plan also envisages a key role for the Risk Management Committee which shallperiodically (at least annually) review the adequacy of Risk Management Systems recommendimprovements if needed discuss with external consultants Internal Auditors to test theadequacy and effectiveness of the Risk Management System.

Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk. As a matter of policy these risks are assessed and steps as appropriateare taken to mitigate the same.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions under section 135 of the Companies Act 2013 are notapplicable to the company.

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate internal financial controls commensurate with thesize and needs of the business. These controls ensures the orderly and efficient conductof its Business including adherence to the Company's policies identification of areas ofimprovement safeguarding of its assets from unauthorized use the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand timely preparation of reliable financial statements and/or disclosures.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy framed to deal with instance of Fraud andMis-Management if any in the Group pursuant to the provisions of section 177(9) &(10) of the Companies Act 2013 and Regulation 22 & 34 (3) of SEBI (LODR) Regulations2015. The details of the Policy are posted on the website:www.shalimaragencieslimited.com. Employees can report to the Management concernedunethical behaviour act or suspected fraud or violation of the Company's Code of ConductPolicy no employee has been denied access to the Audit Committee.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSALACT 2013

The Company has in place an anti-sexual harassment policy in line with the requirementsof the Sexual Harassment of Women at the work place (Prevention Prohibition andRedressal) Act 2013. All Employees (Permanent Contractual temporary Trainees) arecovered under this policy. There was no case of sexual harassment reported during the yearunder review.

BOARD MEETINGS

The Board of Directors duly met 7 (Seven) times in the FY 2018-2019 on 26/05/201810/08/2018 29/082018 17/09/2018 13/11/2018 11/02/2019 and 26/03/2019 in respect ofwhich meetings proper notices were given and the proceedings were properly recorded andsigned in the Minutes Book maintained for the purpose.

DIRECTORS AND KEY MANANGERIAL PERSONNEL

During the year under review the following appointments and resignations occurred inthe Company:

1. Ms. Nishita Kalantri Company Secretary and Compliance Officer resigned from thepost w.e.f. 26th March 2019.

2. Mr. Sundeep Renapurkar CFO resigned from the post w.e.f. 26th March 2019

3. Mr. Vishnukanth Bhangadia Wholetime Director resigned from the post w.e.f. 26thMarch 2019

4. Mr. Aditya Sreeramji Magapu Wholetime Director appointed as Additional Directorfrom w.e.f. 26th March 2019

5. Mr. Mallu Reddy Subramanyam appointed as Additional Director from w.e.f. 26th March2019 DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory andSecretarial Auditors and the reviews performed by Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the Financial Year 2017-18.

Accordingly pursuant to Section 134 (5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:

(I) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(II) They have selected such accounting policies as mentioned in the notes to thefinancial statements and applied consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year 2017-18 and of the loss of the Company for thatperiod;

(iii) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accor dance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) The annual accounts for the year 2018-19 have been prepared on a going concernbasis.

(v) They have laid down proper internal financial control to be followed by the Companyand that theinternal financial controls were adequate and are operating effectively.

(vi) They have devised proper systems to ensure compliance with the provisions of allapplicable laws was and such systems are adequate and operating effectively.

COMPLIANCE DEPARTMENT:

Details of complaints/ requests received resolved and pending during the FinancialYear 2018-19:

During the year Received Resolved Pending
2017-18 Nil Nil Nil

The compliance department of the company is responsible for independently ensuring thatthe operating and business units comply with regulatory and internal guidelines. Newinstructions/guidelines issued by the regulatory authorities were disseminated across thecompany to ensure that the business and business units operate within the boundaries setby the regulators and that compliance risks are suitably monitored and mitigated in courseof their activities & processes.

COMMITTEES

Audit Committee

The purpose of the Audit Committee is to assist the Board of Directors in reviewing thefinancial information which will be provided to the Members and others reviewing thesystems of internal controls established in the Company appointing retaining andreviewing the performance of internal accountants/internal auditors and overseeing theCompany's accounting and financial reporting process and the audit of the Company'sfinancial statements.

The power and terms of reference of the Audit Committee are as mentioned in Regulation18 and Part C of Schedule II of SEBI (LODR) Regulations 2015 read with Section 177 ofthe Companies Act 2013.

During the FY 2018-2019 Audit committee met on 7 (Seven) times on 26/05/201810/08/2018 29/38/201817/09/2018 13/11/2018 11/02/2019 and 26/03/2019 The Compositionis as follows:

Name Designation Category
Mr. Natwarlal Ramgopal Modani Chairman Independent Non Executive
Ms. Sarapu Sowjanya Member Independent Non Executive
Mr. Vishnu Kant Bhangadia/ Aditya Sreeramji Magapu Member Promoter Executive

Nomination & Remuneration Committee

The power and terms of reference of the Nomination and Remuneration Committee are asmentioned in Regulation 19 and part D of Schedule II ofSEBI (LODR) Regulations 2015 readwith Section 178 ofthe Companies Act 2013

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision ofremuneration of the Managing Director/Whole Time Director of the Company and whileapproving:

* To take into account the financial position of the Company trend in the industryappointee's qualification experience past performance past remuneration etc.

* To bring out objectivity in determining the remuneration package while striking abalance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit. The remuneration levels are governed by industry pattern qualifications andexperience of the Directors responsibilities shouldered individual performance etc.

Remuneration to the Managerial Personnel for the financial year 2018-2019 - Stated in "AnnexureIII"

During the FY 2018-2019 the Nomination and Remuneration Committee Meeting was held on29/08/2018.

The Composition is as follows:

Name Designation Category
Mr. Natwarlal Ramgopal Modani Chairman Independent Non Executive
Ms. Sarapu Sowjanya Member Independent Non Executive
Mr. Rahul Manoj Rawlyani Member Independent Non Executive

Stakeholders Relationship Committee

The Powers of the Committee are as follows:

The power and terms of reference of the Stakeholders Relationship Committee are asmentioned in Regulation 20 and part D of Schedule II of SEBI (LODR) Regulations 2015.

The Committee has been delegated with the following powers:

To redress shareholder and investor complaints relating to transfer of SharesDematerialization of Shares non-receipt of Annual Reports non-receipt of declareddividend and other allied complaints etc.

To approve transfer transmission and issue of duplicate/fresh share certificate(s)Consolidate and sub-division of share certificates etc.

To redress approve and dispose off any other complaints transactions and requestsetc. received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of Shares tothe Registrar and Share Transfer Agents of the Company; M/s. Alankit Assignments LimitedAlankit Heights 1E/13 Jhandewalan Exten- sion New Delhi - 110 055.

The Company has designated an exclusive E-mail ID shalimaragenciesltd@gmail.com forComplaints/Grievances.

During the FY 2018-2019 7(Seven) meetings of the Stakeholders Relationship CommitteeMeeting were held on 7 on 26/05/2018 10/08/2018 29/38201817/09/2018 13/11/201811/02/2019 and 26/03/2019.

The Composition is as follows:

Name Designation Category
Mr. Natwarlal Ramgopal Modani Chairman Independent Non Executive
Ms. Sarapu Sowjanya Member Independent Non Executive
Mr. Rahul Manoj Rawlyani Member Independent Non Executive

Independent Directors Committee

During under the review the Independent Directors Committee has met 1 (One) time-17/09/2018 - Framing and Review of Formal Annual Evaluation of Non-Independent Directorsof the Company and to give recommendations on Open Offer.

Declaration from Independent Directors on Annual Basis:

FY 2018-2019 - The Company has received a declaration from Mr. Natwarlal RamgopalModani Ms. Sarapu Sowjanya Mr. Rahul Manoj Rawalyani - Independent Non-ExecutiveDirectors of the Company to the effect that they are meeting the criteria of independenceas provided in Sub-section (6) of Section 149 of the Companies Act 2013.

The Composition is as follows:

Name Designation Category
Mr. Natwarlal Ramgopal Modani Chairman Independent Non Executive
Ms. Sarapu Sowjanya Member Independent Non Executive
Mr. Rahul Manoj Rawlyani Member Independent Non Executive

DECLARATIONBYDIRECTOROFAFFIRMATIONBYDIRECTORSANDSENIORMANAGEMENTPERSONNELOFCOMPLI- ANCEWITH THE CODE OF CONDUCT

The Company do hereby declare that the directors and senior management of the Companyhave exercised their authority and powers and discharged their duties and functions inaccordance with the requirements of the code of conduct as prescribed by the company andhave adhered to the provisions of the same.

ACKNOWLEDGMENT

Your Directors place on record their appreciation for the valuable support extended byvarious departments viz. Central and State Governments Stock Exchanges SEBI NSDLCDSL RTA Banks Auditors and other Regulatory Bodies etc for their continued support tothe Company's growth.

The Directors record their special appreciation to all employees for their efforts andcontribution towards the growth and achieving this performance.

Your Directors also wish to express their thanks to the Shareholders for the confidencewhich they reposed in them.

For and on behalf of the Board
Shalimar Agencies Limited
Place: Hyderabad
Date: 30th August 2019 Sd/-
Aditya Sreeramji Magapu
Whole-Time Director
(DIN: 03424739)

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