Shalimar Productions Ltd.
|BSE: 512499||Sector: Media|
|NSE: N.A.||ISIN Code: INE435E01020|
|BSE 00:00 | 11 Jul||Shalimar Productions Ltd|
|NSE 05:30 | 01 Jan||Shalimar Productions Ltd|
Shalimar Productions Ltd. (SHALIMARPROD) - Director Report
Company director report
SHALIMAR PRODUCTIONS LIMITED
Your Directors are pleased to present their 33rdAnnual Report together withthe Audited Financial Statements for the financial year ended 31stMarch2018and the Auditors Report thereon.
The Company's financial performance for the year ended 31stMarch 2018 issummarised below:
OPERATIONS AND FUTURE PLANS:
The total revenue of the Companyhas increased toRs. 1015.00 Lakhsin the FY 2017-18 fromRs. 442.94 Lakhs in the FY 2016-17 and the net profit of the Company has increasedtoRs.4.93 Lakhs in FY 2017-18 fromRs. 2.63 Lakhs in FY 2016-17. This can attributedtowards low cost incurred by the Company.However your Company is optimistic about thecoming year. Since the Company is trying to reduce cost and expand its business yourDirectors 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 2018.
The Issued Subscribed & Paid up Capital of the Company as on 31st March2018 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 2017-18 andinstead intends to retain the net profit of Rs. 492943/- in the Profit & Loss Accountfor the year ended 31stMarch 2018.
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. Chandrashekhar Sharma (DIN: 02327769) Director of theCompany retires by rotation at this Annual General Meeting of the Company and beingeligible offers himself for reappointment.
ii) Change in Directors and Key Managerial Personnels:
During the year under review Ms. Neha Karkera was resigned from the post of CompanySecretary w.e.f 13th December 2017 and in her place Ms. Preeti Panchal wasappointed as Company Secretary w.e.f 13th February 2018.
Mr. Pankaj Dave Managing Director of the Company was disqualified being acted as aDirector as per list issued by Ministry of Corporate Affair in the month of September2017.
iii) Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 read with the Rules madethereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015the Board 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 2018 Seven (7) Board Meetings were held bythe Company on 29th May 2017 11th August 2017 7thSeptember 20176th December 2017 and 13th December 2017 13thFebruary 2018 and 29th March 2018. Details of themeetings and theattendancerecord of the Directors are mentioned in theCorporate Governance section whichforms 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 2017 - 18.
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 (Firm Registration No. 106156W) Chartered Accountantwere in the 32ndAnnual General Meeting (AGM) appointed as the StatutoryAuditors of the Company for a period of five years i.e. till the conclusion of 37thAGMto be held in the year 2022 subject to ratification of the Members in every AGM. TheBoard accepted the recommendation of the Audit Committee whenever made by the Committeeduring 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 have issued their reports onStandalone Financial Statements for the year ended 31st March 2018. There are no adverseremarks or qualifications in the said report. The Notes on Accounts referred to in theAuditors' Report are self-explanatory and do not call for any further comments.
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 2018. The Secretarial Audit Report isattached herewith marked as "Annexure C" and forms an integral part of thisreport.
The said report does not contain any adverse remarks or qualifications or reservation.
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.
With respect to above observation made by the Secretarial Auditor Your Directors wouldlike to clarify that disqualification of Mr. Pankaj Dave as Director is due to non filingof necessary Annual return by another Company M/s Ballord Trading Private Limited in whichMr. Pankaj Dave also acts as a Director. As per discussion The Director has alreadyinitiated the required procedure for removal of said disqualification and soon the nameshall be removed from the list of disqualification.
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 2017-2018 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.shalimarpro.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:
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 of relatedparty transactions and dealing with related party transactions as approved by the Boardmay be accessed on the Company's website at the link:
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186:
During the year ended 31st March 2018 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 2018 there were no material changes andcommitments affecting the financial position of the Company have occurred between theperiod ended 31st March 2018 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/ orinvestors may keep their shareholdings in the electronic mode with their DepositoryParticipant.
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 2017-18.
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 the web-linkhttp: / /
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 cooperation 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