SHALIMAR PRODUCTIONS LIMITED
Your Directors are pleased to present their 34thAnnual Report togetherwith the Audited Financial Statements for the financial year ended 31stMarch2019 and the Auditors Report thereon.
The Company's financial performance for the year ended 31stMarch 2019 issummarised below:
(Rs. In Lacs)
|Particulars ||Year Ended 31-03-2018 ||Year Ended 31-03-2019 |
|Revenue from operations ||813.00 ||1015.00 |
|Other income ||0.78 ||- |
|Gross Income ||813.78 ||1015.00 |
|Total Expenses ||812.17 ||1007.87 |
|Net Profit Before Tax ||1.60 ||7.13 |
|Provision for Tax ||0.3 ||2.20 |
|Net Profit After Tax ||1.30 ||4.93 |
OPERATIONS AND FUTURE PLANS:
The total revenue of the Company has decreased from Rs. 1015.00 Lakhs in the FY 2017-18to Rs. 813.00 Lakhs in the FY 2018-19 and significantly the net profit of the Company hasalso decreased to Rs.1.30 Lakhs in FY 2018-19 from Rs. 4.93 Lakhs in FY 2017-18. This canattributed towards low cost incurred by the Company.However your Company is optimisticabout the coming year. Since the Company is trying to reduce cost and expand its businessyour Directors are hopeful that the results will be more encouraging.
In order to plough back the profit your Directors have not recommended any dividendfor the year ended 31stMarch 2019.
The Issued Subscribed & Paid up Capital of the Company as on 31st March2019 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 2018-19 andinstead intends to retain the net profit of Rs. 130655/- in the Profit & Loss Accountfor the year ended 31stMarch 2019.
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:
Pursuant to the provisions of Companies Act 2013 following are the changes in theBoard of Directors and Key Managerial Personnels of the Company till the date of thisReport;
Mrs.JignashaKhut were appointed on the Board as an Additional Non-Executive IndependentDirector w.e.f 2nd November 2018.
Also Mr. Kuldeep Kumar and Ms.Madhubala Vaishnav appointed on the Board as anAdditional Non- Executive Indepedndent Director w.e.f. 8th March 2019 subjectto approval of shareholders at the ensuing Annual General Meeting.
Mr. Sanjay Rajak appointed on the Board as an Additional Non-Executive IndependentDirector w.e.f. 24th April 2019.
Ms. Kiran Kaur appointed as Chief Executive Officer of the Company w.e.f24thApril 2019.
During the financial year 2018-19 under review Mr.Sainath Mhatre and Mr. Suraj Kadamwere resigned from the Board w.e.f8th March 2019. The Board places on recordits sincere appreciation for the valuable contribution made by them during their tenure asdirector of the Company.
Mrs. JignashaKhutand Ms. Renu Sharma resigned from the Board w.e.f 24thApril 2019. Mr. Pankaj Dave resigned from the position of Managing Direcctor w.e.f. 24thApril 2019.
Accordingly the Current composition of the Board of Directors of the Company are asfollows:
|Name of the Director ||DIN ||Designation |
|Tilokchand Kothari ||00413627 ||Executive Director |
|Chandrashekhar Sharma ||02327769 ||Executive Director |
|Kuldeep Kumar ||08373716 ||Independent Director |
|Madhu Bala Vaishnav ||08376551 ||Independent Director |
|Sanjay Rajak ||08417877 ||Independent Director |
Details of current composition of Key Managerial Personnel of the Company
|Name ||Designation |
|Ms.Preeti Panchal ||Company Secretary & Compliance Officer |
|Mr.Chandrashekhar Sharma ||Chief Financial Officer |
|Ms.Kiran Kaur ||Chief Executive Officer |
iii) Board Evaluation:
The Board of Directors have carried out an Annual evaluation of its own performanceBoard Committees and individual Director pursuant to the provisions of the Companies Act2013 and the Corporate Governance requirements as prescribed by SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the crieteria such as the Board composition and structureeffectiveness of Board process information and functioning etc
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee Members on the basis of the crieteria such as the composition of Committeeeffectiveness of Committee Meetings etc
The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and Committee Meetings like preparedness on the issue tobe discussed meaningful and constructive contribution and inputs in Meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the review of Executive Directors and Non-ExecutiveDirectors. The same was discussedin the Board Meeting that followed the Meeting of theIndepednent Directors at which the performance of the Board its committees andindividual committee was also discussed. Performance evaluation of independent Directorswas done by the entire Board excluding the Independent Director being evaluated.
iv) Meetings of the Board:
During the year ended 31st March 2019 Six(6) Board Meetings were held bythe Company on 29th May 2018 10thAugust 2018 2ndNovember 2018 13th February 2019 8th March 2019 and 30thMarch 2019.Details of themeetings and the attendancerecord of the Directors are mentionedin theCorporate Governance 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 IndependentDirectors confirming that they meet the criteria ofindependencelaid 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.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.
No employee has received remuneration in excess of the limits set out in rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during FY 2018-19.
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.
Your Company has an Audit Committee in compliance with the provisions of the CompaniesAct 2013as well as Part C of Schedule II of the Listing Regulations.The composition ofthe Audit Committee detail of terms of reference number and dates of meetings held andattendance of the Members therein have been specified separately in the attached CorporateGovernance Report. The Board accepted the recommendations of the Audit Committee whenevermade by the Committee during the year.
AUDITORS THEIR REPORT:
a) Statutory Auditor:
M/s. S C Mehra & Associates LLP (Firm Registration No. 106156W) CharteredAccountant were in the 32ndAnnual General Meeting (AGM) appointed as theStatutory Auditors of the Company for a period of five years i.e. till the conclusion of37thAGM to be held in the year 2022 subject to ratification of the Members inevery AGM. The Board accepted the recommendation of the Audit Committee whenever made bythe Committee during the year.
Pursuant to the first proviso to Section 139 of the Companies Act 2013 theappointment of the Statutory Auditors was required to be placed for ratification at everyAnnual General Meeting. The said proviso has been omitted by MCA vide its notificationdated 7th May 2018 with immediate effect.
The Company has received a letter from Auditors to the effect that their appointment ifmade it would be within the prescribed limits under Section 139 of the Companies Act 2013for Financial Year 2018-19.
The Statutory Auditors M/s. S.C. Mehra & Associates LLP have issued their reportson Standalone Financial Statements for the year ended 31st March 2018. Thereare no adverse remarks or qualifications in the said report. The Notes on Accountsreferred to in the Auditors' Report are selfexplanatory and do not call for any furthercomments.
b) Secretarial Auditor:
In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 the Board of Directors have appointed Ms. Pooja Jain PractisingCompany Secretary as Secretarial Auditors to undertake secretarial audit of the Companyforthe financial year ended 31st March 2019. The Secretarial Audit Report isattached herewith marked as "Annexure C" and forms an integral part ofthis report.
There were following remark made by Secretarial Auditor in their Report:
1. As per the list of disqualified Directors u/s 164(2) of the Companies Act 2013issued by Ministry of Corporate Affairs name of Mr. Pankaj Dave Directors of the Companywas mentioned. His name was appearing in the above mentioned list due to non filing ofnecessary Annual Returns with the office of Registrar of Companies by the defaultingCompanies.
However Mr. Pankaj Dave has been resigned from the position of Managing Director ofthe Company w.e.f 24.04.2019
c) Internal Auditor:
M/s. Sudhir M Desai & Co. Chartered Accountants Mumbai (Registration No. 041999)was appointed as Internal Auditor of the Company for the FY 2018-2019 and the InternalAudit Report prepared by them was placed before the Audit Committee.
Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Audit committee and approved by the Board from time totime. These procedures are reviewed to ensure that executive management controls riskthrough means of a properly defined framework. The policy has been hosted on Company'swebsite www.shaiimarpro.com.
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:
All related party transactions that were entered into by the Company during thefinancial year under review were on arms' length basis and in the ordinary course ofbusiness. There are no material significant related party transactions entered into by theCompany with its Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at largehence Form AOC-2 is not applicable to the Company. The policy on materiality of relatedparty transactions and dealing with related party transactions as approved by the Boardmay 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 2019 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 2019 there were no material changes andcommitments affecting the financial position of the Company have occurred between theperiod ended 31st March 2019 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.INE435E01020has been allotted for the Company Shares.Therefore the members and/or investors may keep their shareholdings in the electronicmode with their Depository Participant.
LISTING OF SHARES:
The shares of your Company are listed at BSE Limited. The applicable Annual Listingfees have been paid to the Stock Exchange for the financial year 2018-19.
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 Vigil Mechanism/ Whistle Blower Policyfor the Directors and employees to report their concerns and grievances. The Company has aWhistle Blower Policy in place and the same is also available on the web-site at the web-linkhttp://www.shalimarpro.com/attachments/VIGILMechanism.pdf.
The Audit Committee of Directors are entrusted with the responsibility to oversee theVigil mechanism.
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 anintegral 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.
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 preventionprohibition and redressal of sexual harassment at workplace in linewith the requirements of the Sexual Harassment ofWomen at Workplace (PreventionProhibition and Redressal) Act 2013 and Rule made thereunder. During the yearunderreview there were no cases filed or reported pursuant to the provisions of the said Act.
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 |
| || ||Sd/- |
| ||Tilokchand Kothari ||Chandrashekhar Sharma |
|Place: Mumbai ||Director ||Director |
|Date: 29.05.2019 ||DIN:00413627 ||DIN:02327769 |