SHALIMAR PRODUCTIONS LIMITED
Your Directors are pleased to present their 36thAnnual Report together withthe Audited Financial Statements for the financial year ended 31stMarch2021and the Auditors Report thereon.
The Company's financial performance for the year ended 31stMarch 2021 issummarised below:
(Rs. In Lacs)
|Particulars ||Year Ended 31-03-2021 ||Year Ended 31-03-2020 |
|Revenue from operations ||446.50 ||486.00 |
|Other income ||- ||- |
|Gross Income ||446.50 ||486.00 |
|Total Expenses ||438.65 ||487.06 |
|Net Profit/loss Before Tax ||7.85 ||(1.06) |
|Provision for Tax ||1.98 ||- |
|Net Profit/loss After Tax ||5.87 ||(1.06) |
OPERATIONS AND FUTURE PLANS:
The total revenue of the Companyhas decreased from Rs. 486.00Lakhsin the FY 2019-20toRs. 446.50Lakhs in the FY 2020-21 and significantlythe net profit of the Company wasRs.5.87 Lakhs in FY 2020-21as compared to the Net Loss of Rs. 1.06 Lakhs in FY 2019-20. Thiscan attributed towards low cost incurred by the Company.However your Company isoptimistic about the coming year. Since the Company is trying to reduce cost and expandits business your Directors are hopeful that the results will be more encouraging.
Impact of Covid-19
During the year under review the incidence of Covid-19 developed into a globalpandemic. The directors have assessed the impact of Covid-19 on the business at thebalance sheet date and there are significant adverse impact in business revenue andchanges as of the balance sheet date. The company continues to provide the services to itscustomers although some parts of the business have been disrupted due to the currentlockdown conditions in most part of the country. Due to the worldwide uncertainty causedby Covid-19 and its potential to impact the company the company has put in placemitigation plans to minimize the adverse impact on both revenue and profitability. Thereare no material changes or commitments affecting the financial position of the Companybetween the end of the financial year and the date of the report.
Your Directors have not recommended any dividend for the year ended 31stMarch2021.
The Issued Subscribed &Paid up Capital of the Company as on 31st March2021 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.
The Company has not issued any equity shares with differential rights during theyearunder review and hence no information as per provisions of Rule 4(4) of theCompanies(Share Capital and Debenture) Rules 2014 is furnished.
The Company has not issued any sweat equity shares during the year under reviewandhence no information as per provisions of Rule 8(13) of the Companies (Share CapitalandDebenture) Rules 2014 is furnished.
There are no shares held by trustees for the benefit of employees and hencenodisclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules2014has been furnished.
TRANSFER TO RESERVE:
During the year under review no profit wastransfered to reserves for the year 2020-21.
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. Vikramjit Singh Gill (DIN: 08875328) 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:
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;
1. Mr. Vikramjit Singh Gill appointed as Additional Director of the Company w.e.f 23rdSeptember 2020.
2. Mr. Praveen Kumar Jain appointed as Company Secretary and Compliance Officer w.e.f24thNovember2020.
3. Mr. Kailash Ram Gopal Chhaparwal appointed as Additional Director w.e.f 05thMay 2020. Resignations:
During the financial year 2020-21 under review Mr. Chandrashekhar Sharma resigned fromthe Board w.e.f23rd September 2020. The Board places on record its sincereappreciation for the valuable contribution made by them during their tenure as director ofthe Company.
Ms.Mariam Khalil Bahnan resigned from the post of Company Secretary and Complianceofficer w.e.f 27th August 2020
Mr. Chandrashekhar Rajendra Sharma resigned from the post of Director and ChiefFinancial Officer w.e.f 23rd September 2020
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 |
|Vikramjit Singh Gill ||08875328 ||Executive Director |
|Kuldeep Kumar ||08373716 ||Independent Director |
|Madhu Bala Vaishnav ||08376551 ||Independent Director |
|Sanjay Rajak ||08417877 ||Independent Director |
|Kailash Ram Gopal Chhaparwal ||01211651 ||Non-Executive Director |
Details of current composition of Key Managerial Personnel of the Company
|Name ||Designation |
|Mr.Chandrashekhar Sharma ||Chief Financial Officer |
|Ms.Kiran Kaur ||Chief Executive Officer |
|Ms. Maryam Khali Bahman** ||Company Secretary & Compliance Officer |
|Mr. Praveen Kumar Jain*** ||Company Secretary & Compliance Officer |
**Ms.Mariam Khalil Bahnan appointed as Company Secretary of the Company w.e.f 13thJanuary 2020 and resigned on 27th August 2020
*** Mr.Praveen Kumar Jain appointed as Company Secretary of the Company w.e.f. 24thNovember 2020.
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 2021 Nine(9) Board Meetings were held bythe Company on05th May 2020 29thJune 202014th August2020 14thSeptember 202023rd September 2020 12thNovember2020 24th November 2020 04th December 2020 and 12thFebruary 2021.Details of themeetings and the attendancerecord of the Directors arementioned in 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 2020-21.
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 yearsi.e. till the conclusion of 37thAGMto be held in the year 2022.The Board accepted the recommendation of the Audit Committeewhenever made by the Committee during the year.
The Statutory Auditors M/ s. S.C. Mehra & Associates LLP have issued their reportson Standalone Financial Statements for the year ended 31st March 2019. 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) S ecretarialAuditor:
In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 the Board of Directors have appointed Mr. Vijay Ramesh GuptaPractising Company Secretary as Secretarial Auditors to undertake secretarial audit of theCompanyfor the financial year ended 31st March 2021. The Secretarial AuditReport is attached herewith marked as "Annexure C" and forms an integral part ofthis report.
There were following remark made by Secretarial Auditor in their Report:
1. During the year company has maintain minutes of board meeting and other committee inelectronic mode.
2. As per Regulation 30 (LODR) Newspaper cutting is not uploaded for Intimation ofBoard Meeting for the quarter ended 29th June 2020.
3. Company has received notice from Stock Exchange (BSE) for Regulation 17(1) 17(1A)18(1) 19(1) 19(2) 20(2)/(2A) 21(2) of SEBI (LODR) Regulations 2015. Non-compliancewith corporate governance requirements of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 i.e. during the period from 01.04.2020 to 30.06.2020 theCommittee consisted of 2 Executive Directors & 3 Independent Director and not 6Directors on Board as Members as Company under Top 2000 Market Cap as on March 31 2020.
4. Company has appointed Independent Directors but the name of the IndependentDirectors has not registered under the Database of Independent Directors.
c) Internal Auditor:
M/s. Lakhpat M. Trivedi Chartered Accountants Mumbai (Membership No. 109047) wasappointed as Internal Auditor of the Company for the FY 2020-2021 and the Internal AuditReport 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:
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 2021 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 2021 there were no material changes andcommitments affecting the financial position of the Company have occurred between theperiod ended 31st March 2021 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 2020-21.
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:/ /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 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 |
|Place: Mumbai Date:03.09.2021 ||Sd/- Tilokchand Kothari Director DIN:00413627 ||Sd/- Vikramjit Singh Gill Director DIN: 08875328 |