The Board of Directors hereby submits the report of the businesses and operations ofyour Company (the Company' or Shalimar') along with the audited financialstatements (Standalone and Consolidated) for the financial year ended March 312019. Theconsolidated performance of the Company and its subsidiaries has been referred to whereverrequired.
Financial performance Rs (in lakhs)
|Description || |
| ||Standalone ||Consolidated ||Standalone ||Consolidated |
|Revenue from Operations & Other Income ||28991.90 ||28965.20 ||27863.96 ||27838.24 |
|Expense other than Depreciation& Finance cost ||34966.59 ||34967.35 ||31181.97 ||31184.54 |
|Profit before Exceptional Items Depreciation Finance cost & tax ||(5974.69) ||(6002.15) ||(3318.01) ||(3346.31) |
|Add: || || || || |
|Exceptional Items ||(1567.77) ||(1567.77) ||- ||- |
|Less: || || || || |
|Finance Cost ||2494.37 ||2494.37 ||2602.67 ||2602.68 |
|Depreciation & Amortisation expenses ||847.45 ||849.04 ||786.37 ||787.96 |
|Profit before tax ||(10884.28) ||(10913.33) ||(6707.05) ||(6736.94) |
|Provision for taxation || || || || |
|Current Tax || || || || |
|Deferred Tax ||(2730.30) ||(2738.89) ||(2165.41) ||(2181.45) |
|Profit (loss) after tax ||(8153.98) ||(8174.45) ||(4541.64) ||(4555.50) |
|Other Comprehensive Income ||(57.43) ||(57.43) ||(12.53) ||(12.53) |
|Balance carried to Balance Sheet ||(8211.41) ||(8231.88) ||(4554.17) ||(4568.03) |
Results of our operations and state of affairs for financial year 2018-19
Your Company during the year under review suffered a loss (Total loss) of Rs 8211.41/-Lakhs as against loss (Total comprehensive loss) of Rs 4554.17/- Lakhs in the previousyear. The revenue from operations and other income of the Company for the financial year18-19 stood at Rs 28991.90 /- Lakhs as against Rs 27863.96/- Lakhs in the previous year.Decorative Paints Segment- Decorative paints are generally used for painting of domesticoffice and other buildings mainly for enhancement of aesthetic look & protection. OurCompany manufactures and markets wide range of decorative paints for interior and exteriorsurfaces - concrete plaster metal or wood etc. We have created established brand likeWeather Pro Xtra Tough premier Shaktiman exterior emulsion specially designed forexterior surfaces. We have wide range of interior emulsions brand like Signature luxuryemulsion Stay Clean interior emulsion Superlac Advance No 1 Silk and Master interioremulsion & NO.1 Distemper. Shalimar enjoys established brand in solvent based productrange like Superlac Hi-Gloss synthetic enamel Superlac satin enamel lustre finish. OurCompany's range of water based paints come with no added lead or mercury and with nearzero VOC (Volatile Organic Component).
Industrial Paints Segment- Shalimar manufactures and markets industrial coatings tocater Protective coating sector Product Finish (OEMGENERAL INDUSTRIAL SECTOR) Range ofmarine paints including antifouling paints Packaging coatings for metal decorationincluding food can lacquers are established products running successfully in differentcoating lines for years. Industrial paints can again be classified into Heavy DutyProtective Coating GI Coating Packaging Coating and Marine Coatings and primarily usedfor protect the structure from deterioration through corrosion and then beautification.Shalimar is actively involved in providing solution through their expert team to mitigatecorrosion by recommending the appropriate coating systems. Nature of Business
We are engaged in the business of manufacturing of paints.
In view of the losses incurred during the year under review the Board did notrecommend any dividend.
Standalone/ Consolidated Financial Statement
As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (hereinafter referred to as "ListingRegulations") and applicable provisions of the Companies Act 2013 read with theRules issued thereunder the Standalone as well as Consolidated Financial Statements ofthe Company with applicable Accounting Standards are approved by the Board of Directors ofthe Company. The Consolidated Financial Statements together with the Auditors' Report formpart of this Annual Report.
Operations and Business Performance
Kindly refer to Management Discussion & Analysis and Corporate Governance Reportwhich forms part of this report.
During the year under review the Authorised Share Capital of the Company has beenincreased from Rs 80000000/- to Rs 200000000/- through Postal Ballot the result ofwhich was declared on July 7 2018.
During the year under review there was change in the Company's paid-up equity sharecapital. The Company has allotted 3552370 equity shares of Rs 2/- each at a premium ofRs 138/- per share on Rights basis to the eligible equity shareholders on April 27 2018which made the Company's paid up share capital to Rs 44996690/- divided into22498345 Equity Shares of Rs 2/- each. Further the Company has allotted 31143042equity shares of Rs 2/- each at a premium of Rs 62.50/- per share on Rights basis to theeligible equity shareholders on January 04 2019 which made the Company paid up sharecapital to Rs 107282774/- divided into 53641387 Equity Shares of Rs 2/- each.
Further the Company has allotted 658872 equity shares to Hind Strategic Investments- Promoter of the Company on April 08 2019 through preferential allotment pursuant to theconversion of ECB Loan into Equity. As present the paid-up share capital of the Company isRs 108600518/- divided into 54300259 Equity Shares of Rs 2/- each.
The Company has not transferred any amount to the General Reserve during the financialyear ended March 312019. Material changes and commitments affecting financial positionbetween the end of the financial year and date of the report
The Company has allotted 658872 equity shares to Hind Strategic Investments -Promoter of the Company on April 08 2019 through preferential allotment pursuant to theconversion of ECB Loan into Equity.
The Company has got the listing and trading permission from BSE Limited andNational Stock Exchange of India Limited in respect of shares allotted pursuant topreferential allotment.
Transfer of amount to Investor Education and Protection Fund
Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (the Rules') allunpaid or unclaimed dividends are required to be transferred by the Company to the IEPFestablished by Government of India after the completion of seven years. Furtheraccording to the Rules the shares on which dividend has not been paid or claimed by theshareholders for seven consecutive years or more shall be transferred to the IEPFAuthority. Accordingly the Company has transferred the unclaimed and unpaid dividends ofRs 443820.00/- (Rupees Four Lac Forty Three Thousand Eight Hundred and twenty Only) tothe IEPF.
Tinting is a vital element of the paint manufacturing process. The Company continuedwith its policy of installation of tinting systems in various retail outlets across thecountry with a view to increase the demand for its high value products especially waterbased products.
Tinting is an economic way of producing a virtually unlimited number of paint colors tomeet the exact needs of each individual customer large or small.
Presently Sikandrabad plant of the Company is certified for Quality ManagementSystem-ISO 9001.
The Company has been accorded credit rating of CARE BB+ for long term bank facilitiesand CARE A4+ for short term bank facilities by CARE Ratings Limited on February 19 2019.
Employee Stock Option Plan (ESOP)
There were no shares offered by the company pursuant to Employee Stock Option Scheme2013 i.e. ESOP 2013' of the Company during the financial year under review. Areport as required under the SEBI (Share Based Employee Benefits) Regulations 2014 and asper the provisions of section 62(1)(b) of the Companies Act read with rule 12(9) of theCompanies (Share Capital and Debenture) Rules 2014 and other applicable Regulations isannexed as Annexure A' to this report. Directors and Key Managerial PersonnelAppointments/ Re-appointments During the year under review -
Mr. Gautam Kanjilal was reappointed as Chairman cum Independent Non-Executive Directorof the Company for a further period of three years in the Board Meeting held on August 102018 and Mr. Ashok Kumar Gupta was appointed as Vice-Chairman cum Additional Director(Non-Executive Non- Independent) of the Company in the Board Meeting held on August 102018. Further their appointments were ratified by the members of the Company at the 116thAnnual General Meeting held on September 26 2018.
Ms. Urvi Jindal was appointed as Non-Executive Non Independent Director of the Companyin the Board Meeting held on May 28 2019. Your Board recommends their appointments as theDirector in the ensuing AGM.
A brief profile of the Directors proposed to be appointed and re-appointed as requiredunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is appendedas an Annexure to the Notice of the ensuing AGM. The Board recommends the same for theapproval of the shareholders of the Company.
Declaration by Independent Directors
The Company has received necessary declarations from each Independent Director undersection 149(7) of the Companies Act 2013 that he/ she meets the criteria of independencelaid down in section 149(6) of the Companies Act 2013 and Regulation 25 of the ListingRegulations.
Nomination and Remuneration Policy
This policy formulates the criteria for determining qualifications competenciespositive attributes and independence for the appointment of Director (Executive/ Non -Executive) and also the criteria for determining the remuneration of the Directors KeyManagerial Personnel and other employees.
The detailed policy is available on the Company's website link at:https://www.shalimarpaints.com/uploads/Nomination and Remuneration Policy.pdf PerformanceEvaluation
In compliance with the applicable provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors on recommendation of the Nomination and Remuneration Committee has approved andadopted the Evaluation Policy setting out the process format attributes and criteria forthe performance evaluation of the Board Board Committees and Individual Directors.
The Directors carried out the annual performance evaluation of the Board Committees ofBoard and individual Directors along with accessing the quality quantity and timelinessof flow of information between the Company management and the Board that is necessary forthe Board to effectively and reasonably perform their duties. The performance evaluationof independent directors was done by the entire Board of Directors excluding the directorbeing evaluated.
Directors were evaluated on various aspects including inter alia active participationspecialization on subject and expressing views dissemination of information andexplanation or response on various queries in the meeting.
The Independent Directors had met separately on February 08 2019 without the presenceof Non Independent Directors and the members of management and discussed inter-alia theperformance of Non Independent Directors and Board as a whole and the performance of theChairman of the Company after taking into consideration the views of Executive andNon-Executive Directors.
Board and Committee Meetings
During the year under review Board Meetings and Committee Meetings were held and theintervening gap between the meetings did not exceed the period prescribed under the Actthe details of which are given in the Corporate Governance Report. Subsidiaries
As on March 31 2019 the Company has two subsidiaries namely Shalimar Adhunik NirmanLimited (SANL) and Eastern Speciality Paints & Coatings Private Limited (ESPCPL). Noneof the Companies has become or ceased to be the Company's subsidiaries during the yearunder review.
In accordance with Section 129(3) of the Companies Act 2013 read with Rule 5 ofCompanies (Accounts of Companies) Rules 2014 the Company has prepared consolidatedfinancial statements of the Company and its subsidiaries which form part of the AnnualReport. A statement in Form AOC- 1 containing the salient features of financialstatements of the above mentioned subsidiaries of the Company is annexed as Annexure- B' to this Report.
The audited financial statements of the subsidiary companies are available forinspection at the Company's Registered Office.
Any member desirous of obtaining a copy of said financial statements may write to theCompany Secretary at Company's Registered Office. The Company does not have any associateand/or joint venture company.
Auditor reports and auditors Audit reports
The Auditors' Report for financial year 2018-19 does not contain anyqualifications reservations or adverse remarks. The Auditors' Report is enclosed with thefinancial statements in this Annual Report.
The Secretarial Auditors' Report for financial year 2018-19 does not contain anyqualifications reservations or adverse remarks. The Secretarial Auditors' Report isenclosed as Annexure-C' to the Director's Report in this Annual Report
As required by the Listing Regulations the auditors' certificate on corporategovernance is forming part to this Director's Report. The auditors' certificate forfinancial year 2018-19 does not contain any qualifications reservations or adverseremarks.
As per Section 139 of the Companies Act 2013 (the Act') read with the Companies(Audit and Auditors) Rules 2014 the Members of the Company in 115th AnnualGeneral Meeting approved the appointment of M/s. A K Dubey & Co. CharteredAccountants (Firm Registration Number: 329518E) as the Statutory Auditors of the Companyfor an initial term of 5 years i.e. from the conclusion of 115th Annual GeneralMeeting till the conclusion of 120th Annual General Meeting of the Company.Pursuant to amendments in Section 139 of the Companies Act 2013 the requirements toplace the matter relating to such appointment for ratification by members at every annualgeneral meeting has been omitted with effect from 7th May 2018. The Reportgiven by M/s. A K Dubey & Co. Chartered Accountants on the financial statement of theCompany for the financial year 2018-19 is part of the Annual Report. During the financialyear 2018-19 the Auditors had not reported any matter under Section 143 (12) of the Acttherefore no detail is required to be disclosed under Section 134(3)(CA) of the Act.
Secretarial Auditors and Secretarial Standards
The Secretarial Audit was carried out by M/s. Jayant Gupta and Associates CompanySecretaries (CP No. 9738) for the financial year 2018-19. The Report given by theSecretarial Auditors is annexed as Annexure-C and forms integral part of this Report.There has been no qualification reservation or adverse remark or disclaimer in theirReport. During the financial year 2018-19 the Secretarial Auditors had not reported anymatter under Section 143 (12) of the Act therefore no detail is required to be disclosedunder Section 134 (3)(ca) of the Act.
During the financial year 2018-19 your Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India.
Corporate Social Responsibility
Shalimar has been an early adopter of CSR initiatives. Your Company's overarchingaspiration to create significant and sustainable societal value is manifest in its CSRinitiatives. CSR is traditionally driven by a moral obligation and philanthropic spirit.Through CSR there is a formation of a dynamic relationship between a Company on one handand the society and environment on the other.
The CSR Policy of the Company is available on the Company's website link at:https://www.shalimarpaints.com/uploads/ Corporate Social Responsibility Policy.pdf
The Annual Report on CSR activities in accordance with the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed as Annexure - D' to this Report.
Listing on stock exchanges
The Company's shares are listed on BSE Limited and National Stock Exchange of IndiaLimited.
The Company has paid annual listing fees to the respective Stock Exchanges. As thetrading in equity shares of the Company is permitted only in dematerialized form theCompany has made the requisite arrangements with National Securities Depository Limitedand Central Depository Services (India) Limited to enable investors to hold shares indematerialized form. Risk Management
The purpose of Risk Management is to assist the Board in fulfilling itsresponsibilities with regard to the identification evaluation and mitigation ofoperational strategic and environmental risks. It involves identifying potential eventsthat may affect the Company and formulating strategy to manage these events while ensuringthat the risk exposure remains at the defined appropriate levels. The Company hasdeveloped and implemented comprehensive risk assessment and mitigation procedures as laiddown in the Company's Risk Management Policy duly approved by the Board.
There are no risks identified by the Board which may threaten the existence of theCompany. The detailed Risk Review is provided in the Management Discussion & Analysissection forming integral part of Annual Report.
The Risk Management Policy of the Company is available on the Company's website linkat: https://www.shalimarpaints.com/uploads/Risk-Management-Policy.pdf
Internal financial control and its adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of fraud error reporting mechanisms accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures. The Board of Directors of the Company had discussed in their meeting aboutthe effectiveness and appropriateness of a sound Internal Financial Control System alreadyestablished in the Company. They also discussed the strength and weakness of the system.They also discussed the various suggestions recommended by the audit committee with theinternal auditors. Internal audit department provide an annual overall assessment of therobustness of the Internal Financial Control System in the Company.
During the year under review the Audit Committee comprised Independent Non-ExecutiveDirectors namely Mr. Gautam Kanjilal (Chairperson) Mr. Alok Perti and Ms. PushpaChowdhary. Powers and role of the Audit Committee are included in Corporate GovernanceReport. All the recommendations made by the Audit Committee were accepted by the Board ofDirectors.
Further Mr. Ashok Kumar Gupta Non-Executive Directors was inducted to the Committeeas new member pursuant to the resignation of Ms. Pushpa Chowdhary in the Board Meetingheld on May 28 2019 Vigil Mechanism
The Whistle - blower Policy has been approved and adopted by the Board of Directors ofthe Company in compliance with the provisions of Section 177 (10) of the Companies Act2013 and Regulation 22 of the Listing Regulations. The Policy also provides protection tothe Directors/ employees and business associates who report unethical practices andirregularities.
The Whistle Blower Policy of the Company is available on the Company's website linkat: https://www.shalimarpaints.com/ uploads/Whistleblower-Policy1.pdf
The Code provides for adequate safeguards against victimization of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee in exceptional cases.
Extract of Annual Return
The extract of annual return in Form MGT 9 as required under Section 92(3) of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 is annexed as Annexure - E and Forms part of this report. The same is available onthe website of the Company: www.shalimarpaints.com Significant and Material Orders Thereare no significant material orders.
Particulars of Loans Guarantees or Investments
Details of loans guarantees and investments under the provisions of Section 186 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014 as on March 312019 are set out in Note 8 9.
Related Party Transactions
All contracts/arrangements/transactions entered by the Company with Related Partieswere in ordinary course of Business and at arm's length basis.
During the year under review the Company has not entered into anycontracts/arrangements/transactions with the Policy of the Company on materiality ofrelated party transactions.
All transactions with related parties were reviewed and approved by the Audit Committeeand are in accordance with the Policy on Related Party Transactions formulated by theCompany.
The details of the related party transactions as per Indian Accounting Standards (INDAS) - 24 are set out in Note 46 to the Standalone Financial Statements of the Company.
Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is set out in the Annexure-F' to thisreport.
The Related Party Transactions policy of the Company is available on the Company'swebsite link at:https://www.shalimarpaints.com/uploads/Related-Partv-Transaction-Policv.pdf
Policy on Prevention of Insider Trading
Pursuant to the amendments in the SEBI (Prohibition of Insider Trading) Regulations2015 the Board of Directors has amended the Code of Internal Procedures and Conduct forRegulating Monitoring and Reporting of Trading by Insiders and Code of Fair Disclosure.The Board has also framed a policy on investigation in case of leak / suspected leak ofunpublished price sensitive information. The Company's Code inter alia prohibits dealingin the shares of the Company by an insider while in possession of unpublished pricesensitive information in relation to the Company and also during certain prohibitedperiods Sexual Harassment
To foster a positive workplace environment free from harassment of any nature we haveadopted a policy on prevention of sexual harassment at workplace. Our policy assuresdiscretion and guarantees non-retaliation to complainants. We follow a gender-neutralapproach in handling complaints of sexual harassment and we are complaint with the law ofthe land wherever we operate. We also constituted an Internal Complaints Committee (ICC)in all locations across India to consider and address sexual harassment complaints inaccordance with the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the Calendar year the Company has not received anycomplaint. Particulars of Employees
The ratio of the remuneration of Director and Key Managerial Personnel (KMP) to themedian of employees' remuneration as per section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 forms part of the Director's Report as "Annexure-G".
Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is set out in the Annexure-H' to this report.
In terms of Regulation 34 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter "ListingRegulations") a Report on Corporate Governance along with Compliance Certificateissued by Practicing Company Secretary is attached as Annexure-I and forms integral partof this Report (hereinafter "Corporate Governance Report").
Management Discussion and Analysis Report
Management Discussion and Analysis as stipulated under the Listing Regulations ispresented in a separate section forming part of this Annual Report. It speaks about theoverall industry structure global and domestic economic scenarios developments inbusiness operations/ performance of the Company's various businesses viz. decorativebusiness international operations industrial and home improvement business internalcontrols and their adequacy risk management systems and other material developmentsduring the financial year 2018-19.
Directors' Responsibility Statement
The financial statements are prepared in accordance with Indian Accounting Standards(Ind AS) (to the extent notified) and guidelines issued by SEBI. The Ind AS is prescribedunder section 133 of the Companies Act 2013 (the Act') read with Rule 3 of theCompanies (Indian Accounting Standards) Rules 2015 and Companies (Indian AccountingStandards) Amendment Rules 2016. Effective April 12017 the Company has adopted all theInd AS standards and the adoption was carried out in accordance with applicable transitionguidance. Accounting policies have been consistently applied except where a newly issuedaccounting standard is initially adopted or a revision to an existing accounting standardrequires a change in the accounting policy hitherto in use.
The directors confirm that:
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
b) They had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for that period;
c) They had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d) They had prepared the annual accounts on a going concern basis;
e) They had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and
f) They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Electronic copies of the Annual Report 2018-19 and the notice of the 117thAnnual General Meeting are sent to all members whose email addresses are registered withthe Company/ depository participant(s). For members who have not registered their emailaddresses physical copies are sent in the permitted mode.
a. During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules enactment(s) thereof for the time being in force);
b. The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings;
c. The Managing Director and CEO of the Company have not received any remuneration orcommission from any of Companies subsidiary;
d. None of the Auditors of the Company have reported any fraud as specified under thesecond proviso of Section 143 (12) of Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force).
e. The Company does not have any scheme or provision of money for the purchase of itsown shares by employees/ directors or by trustees for the benefit of employees/Directors.
The statements in the Board's Report and the Management Discussion & AnalysisReport describing the Company's objectives expectations or forecasts may be forwardlooking within the meaning of applicable laws. Actual results may differ materially fromthose expressed in the statement. Important factors that could influence the Company'soperations includes demand and supply conditions affecting selling prices raw materialavailability and prices changes in government regulations tax laws economicdevelopments within the country and other factors such as litigation and industrialrelations. Acknowledgements
We thank our customers vendors investors bankers employees for their continuedsupport during the year. We place on record our appreciation of the contribution made byour employees at all levels. Our continuous operation was made possible by their hardwork solidarity cooperation and support. We thank the Government of India and governmentagencies for their support and look forward to their continued support in the future.
| || ||By Order of the Board |
| || ||For Shalimar Paints Limited |
| ||Ashok Kumar Gupta ||Alok Perti |
|Dated : May 28 2019 ||Director ||Director |
|Place : Gurugram ||DIN: 01722395 ||DIN: 00475747 |