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Shalimar Productions Ltd.

BSE: 512499 Sector: Media
NSE: N.A. ISIN Code: INE435E01020
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VOLUME 10003
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Mkt Cap.(Rs cr) 48
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Shalimar Productions Ltd. (SHALIMARPROD) - Director Report

Company director report

The Members

SHALIMAR PRODUCTIONS LIMITED

Your Directors are pleased to present their 32nd Annual Report togetherwith the Audited Financial Statements for the financial year ended 31st March2017 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

The Company's financial performance for the year ended 31st March 2017 issummarised below:

(Rs. In Lacs)
Particulars Year Ended 31-03-2017 Year Ended 31-03-2016
Revenue from Operations 442.94 266.29
Other Income 2.69 1.91
Total 445.63 268.21
Profit / (Loss) before Exceptional items and Taxation 3.76 2.77
Exceptional items Income / (Loss) - -
Profit / (Loss) before Taxation 3.76 2.77
Provision for Taxation 1.13 0.90
Net Profit 2.63 10.77
Appropriations:
Proposed Dividend - -
Interim Dividend - -
Dividend Distribution Tax -
Transfer to General Reserve - -
Balance c/f to Balance Sheet as at 31.03.2017 2.63 10.77

OPERATIONS AND FUTURE PLANS:

The total revenue of the Company has increased to Rs. 442.94 Lakhs in the FY 2016-17from Rs. 266.29 Lakhs in the FY 2015-16. However the net profit of the Company hasdecreased to Rs. 2.63 Lakhs in FY 2016-17 from Rs. 10.77 Lakhs in FY 2015-16. This canattributed towards low cost incurred by the Company.

However your Company is optimistic about the coming year. Since the Company is tryingto reduce cost and expand its business your Directors are hopeful that the results willbe more encouraging.

DIVIDEND:

In order to plough back the profit your Directors have not recommended any dividendfor the year ended 31st March 2017.

SHARE CAPITAL:

The Issued Subscribed & Paid up Capital of the Company as on 31st March2017 stands 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 2016-17 andinstead intends to retain the net profit of Rs. 263169/- in the Profit & Loss Accountfor the year ended 31st March 2017.

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. Tilokchand Kothari (DIN: 00413627) Director of the Companyretires by rotation at this Annual General Meeting of the Company and being eligibleoffers himself for reappointment.

ii) Change in Directors and Key Managerial Personnels:

During the year under review no change has been observed in Directors and KeyManagerial Personnel of the Company.

Currently the Key Managerial Personnel's of the Company are Mr. Pankaj Dave (ManagingDirector) Mr. Chandrashekhar Sharma (Director & Chief Financial Officer) and Ms. NehaKarkera (Company Secretary).

iii) 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

iv) Meetings of the Board:

During the year ended 31st March 2017 Five (5) Board Meetings were held bythe Company on 28th May 2016 11th August 2016 11thNovember 2016 9th February 2017 and 17th March 2017.Details of themeetings and the attendance record of the Directors are mentioned in the CorporateGovernance section which forms part of this Report.

v) Committees of the Board:

At present there are three (3) Committees of Board i.e. Audit CommitteeStakeholders' Relationship Committee & Nomination & Remuneration Committee. TheComposition and other details related to the Committees have been stated in the CorporateGovernance 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) Change in Statutory Auditor:

In terms of the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. Lakhpat M Trivedi & Co. CharteredAccountants (Membership No. 109047) Mumbai the Auditors of your Company shall holdoffice till the conclusion of the ensuing AGM and they shall not be eligible for reappointment due to expiry of the maximum permissible tenure as the Auditors of yourCompany. Your Board places on record its deep appreciation for the valuable contributionsof the Auditors during their long association and wishes them success in the future.

Based on the recommendation of the Audit Committee your Board at its meeting held onMay 29 2017 appointed M/s. Sorabh R Agrawal & Co. (Firm Registration No. 144123W) asthe Auditors of the Company in place of the retiring auditors M/s. Lakhpat M Trivedi& Co. Chartered Accountants to hold office from the conclusion of the ensuing 32ndAGM until conclusion of the 37th AGM of your Company to be held in the year 2022 subjectto approval of the Members of the Company at the ensuing AGM and ratification by theMembers of the Company every year thereafter if required.

Your Company has received a certificate from M/s. Sorabh R Agrawal & Co. CharteredAccountants confirming their eligibility to be appointed as Auditors of the Company interms of the provisions of Section 141 of the Companies Act 2013 and Rules framedthereunder. The proposal for their appointment has been included in the Notice conveningthe 32nd AGM for obtaining approval of the Members of the Company.

b) Secretarial Auditor:

In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 the Board of Directors have appointed Mrs. Averil Pinto PractisingCompany Secretary as Secretarial Auditors to undertake secretarial audit of the Companyfor the financial year ended 31st March 2017. 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 to time. These procedures are reviewed to ensure that executivemanagement controls risk through means of a properly defined framework. The policy hasbeen hosted on Company's website

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 2017 the Company has not given any loansor guarantees 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 2017 there were no material changes andcommitments affecting the financial position of the Company have occurred between theperiod ended 31st March 2017 to which financial results relate and the date ofthe 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.INE435E01020 has 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 2016-17.

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.

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

(Pankaj Dave)

Place: Mumbai

Managing Director Date: 29.05.2017

DIN: 00425977