SHALIMAR PRODUCTIONS LIMITED
Your Directors are pleased to present their 35th AnnualReport together with the Audited Financial Statements for the financial year ended 31stMarch2020 and the Auditors Report thereon.
The Company's financial performance for the year ended 31stMarch2020 is summarised below:
(Rs. In Lacs)
|Particulars ||Year Ended 31-03-2020 ||Year Ended 31-03-2019 |
|Revenue from operations ||486.00 ||813.00 |
|Other income ||- ||0.78 |
|Gross Income ||486.00 ||813.78 |
|Total Expenses ||487.06 ||812.17 |
|Net Profit/loss Before Tax ||(1.06) ||1.60 |
|Provision for Tax ||- ||0.3 |
|Net Profit/loss After Tax ||(1.06) ||1.30 |
OPERATIONS AND FUTURE PLANS:
The total revenue of the Company has decreased from Rs. 813.00 Lakhs inthe FY 2018-19 to Rs. 486.00 Lakhs in the FY 2019-20 and significantly the net loss of theCompany was Rs.(1.06) Lakhs in FY 2019-20 as compared to the Net Profit of Rs. 1.30 Lakhsin FY 2018-19. This can attributed towards low cost incurred by the Company. However yourCompany is optimistic about the coming year. Since the Company is trying to reduce costand expand its business your Directors are hopeful that the results will be moreencouraging.
Impact of Covid-19
During the last quarter of the year under review the incidence ofCovid-19 developed into a global pandemic. The directors have assessed the impact ofCovid-19 on the business at the balance sheet date and there are significant adverseimpact in business revenue and changes as of the balance sheet date. The company continuesto provide the services to its customers although some parts of the business have beendisrupted due to the current lockdown conditions in most part of the country. Due to theworldwide uncertainty caused by Covid-19 and its potential to impact the company thecompany has put in place mitigation plans to minimize the adverse impact on both revenueand profitability. There are no material changes or commitments affecting the financialposition of the Company between the
end of the financial year and the date of the report.
Your Directors have not recommended any dividend for the year ended 31stMarch2020.
The Issued Subscribed & Paid up Capital of the Company as on 31stMarch 2020 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 differentialvoting rights nor granted any stocks options or sweat equity.
The Company has not issued any equity shares with differential rightsduring the year under review and hence no information as per provisions of Rule 4(4) ofthe Companies (Share Capital and Debenture) Rules 2014 is furnished.
The Company has not issued any sweat equity shares during the yearunder review and hence no information as per provisions of Rule 8(13) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.
There are no shares held by trustees for the benefit of employees andhence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures)Rules 2014 has been furnished.
TRANSFER TO RESERVE:
During the year under review no profit was transfered to reserves forthe year 2019-20.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i) Retire by Rotation:
In accordance with the provisions of Section 152 of the Act and thatof Articles of Association of the Company Mr. Tilokchand Kothari (DIN: 00413627)Director of the Company retires by rotation at this Annual General Meeting of the Companyand being eligible offers himself for reappointment.
ii) Change in Directors and Key Managerial Personnels:
Pursuant to the provisions of Companies Act 2013 following are thechanges in the Board of Directors and Key Managerial Personnels of the Company till thedate of this Report;
1. Mr. Sanjay Rajak appointed on the Board as an AdditionalNon-Executive Independent Director w.e.f. 24th April 2019.
2. Ms. Kiran Kaur appointed as Chief Executive Officer of the Companyw.e.f 24th April 2019.
3. Ms.Mariam Khalil Bahnan appointed as Company Secretary of theCompany w.e.f 13th January 2020.
4. Mr. Vikramjit Singh Gill appointed as Additional Director of theCompany w.e.f 23rd September 2020.
5. Mr. Praveen Kumar Jain appointed as Company Secretary and ComplianceOfficer w.e.f 24th November2020.
6. Mr. Kailash Ram Gopal Chhaparwal appointed as Additional Directorw.e.f 05 th May 2020. Resignations:
During the financial year 2019-20 under review Mrs. Jignasha Khut andMs. Renu Sharma resigned from the Board w.e.f 24th April 2019. The Boardplaces on record its sincere appreciation for the valuable contribution made by themduring their tenure as director of the Company.
Mr. Pankaj Dave resigned from the position of Managing Direcctor w.e.f.24th April 2019.
Ms. Preeti Panchal resigned from the post of Company Secretary andCompliance officer w.e.f 13th January 2020.
Ms.Mariam Khalil Bahnan resigned from the post of Company Secretary andCompliance officer w.e.f 27th August 2020
Mr. Chandrashekhar Rajendra Sharma resigned from the post of Directorand Chief Financial Officer w.e.f 23rd September 2020
Accordingly the Current composition of the Board of Directors of theCompany are as follows:
|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 theCompany
|Name ||Designation |
|Ms.Preeti Panchal* ||Company Secretary & Compliance Officer |
|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. Preeti Panchal resigned from the post of Company Secretary andCompliance officer w.e.f 13th January 2020.
** Ms.Mariam Khalil Bahnan appointed as Company Secretary of theCompany w.e.f 13th January 2020 and resigned on 27th August 2020
*** Mr.Praveen Kumar Jain appointed as Company Secretary of the Companyw.e.f. 24th November 2020.
iii) Board Evaluation:
The Board of Directors have carried out an Annual evaluation of its ownperformance Board Committees and individual Director pursuant to the provisions of theCompanies Act 2013 and the Corporate Governance requirements as prescribed by SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seekinginputs from all the Directors on the basis of the crieteria such as the Board compositionand structure effectiveness of Board process information and functioning etc
The performance of the Committees was evaluated by the Board afterseeking inputs from the Committee Members on the basis of the crieteria such as thecomposition of Committee effectiveness of Committee Meetings etc
The Board and the Nomination and Remuneration Committee reviewed theperformance of the individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and Committee Meetings likepreparedness on the issue to be discussed meaningful and constructive contribution andinputs in Meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of Independent Directors performance ofNon-Independent Directors performance of the Board as a whole and performance of theChairman was evaluated taking into
account the review of Executive Directors and Non-Executive Directors.The same was discussedin the Board Meeting that followed the Meeting of the IndepednentDirectors at which the performance of the Board its committees and individual committeewas also discussed. Performance evaluation of independent Directors was done by the entireBoard excluding the Independent Director being evaluated.
iv) Meetings of the Board:
During the year ended 31st March 2020 Seven (7) BoardMeetings were held by the Company on 24th April 2019 29th May 201914thAugust 2019 29th August 2019 13th November 2019;13th January 2020 and 13th February 2020. Details of themeetingsand the attendancerecord of the Directors are mentioned in theCorporate Governance sectionwhich forms part of this Report.
v) Committees of the Board:
At present there are three (3) Committees of Board i.e. AuditCommittee Stakeholders' Relationship Committee & Nomination & RemunerationCommittee. The Composition and other details related to the Committees have been stated inthe Corporate Governance Report which forms part of this report.
DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:
Your Company has received declarations pursuant to Section 149(7) ofthe Companies Act 2013 from all the IndependentDirectors confirming that they meet thecriteria of independencelaid down under Section 149(6) of the Companies Act 2013. Basedon the declaration(s) of Independent Directors the Board of Directors recorded itsopinion that all Independent Directors are independent of the Management and havefulfilled the conditions as specified in the Companies Act 2013 rules made thereunder aswell as applicable provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place an adequate budgetary control system andinternal financial controls with reference to financial statements. No reportable materialweaknesses were observed in the system during the previous fiscal. Further the Companyhas laid down internal financial control policies and procedures which ensure accuracy andcompleteness of the accounting records and the same are adequate for safeguarding of itsassets and for prevention and detection of frauds and errors commensurate with the sizeand nature of operations of the Company. The policies and procedures are also adequate fororderly and efficient conduct of business of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Directors ofyour Company confirm that:
a) in the preparation of the annual accounts the applicable accountingstandards read with requirements set out under Schedule III to the Act have been followedalong with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
d) the directors had prepared the annual accounts on a going concernbasis;
e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively and
f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provided upon request. In terms of Section136 of the Act the reports and accounts are being sent to the members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the members at the Registered office of the company during business hours onworking days of the company up to the date of ensuing Annual General Meeting. If anymember is interested in inspecting the same such member may write to the companysecretary in advance.
No employee has received remuneration in excess of the limits set outin rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 during FY 2019-20.
CHANGE IN THE NATURE OF BUSINESS:
During the period under review there is no change in the nature ofbusiness of the Company. 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 92of the Companies Act 2013 (herein after referred to as "the Act") forms anintegral part of this Report as "Annexure A".
NOMINATION AND REMUNERATION COMMITTEE POLICY:
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Nomination & Remuneration Policy is annexed as "AnnexureB" to this Report.
Your Company has an Audit Committee in compliance with the provisionsof the Companies Act 2013 as well as Part C of Schedule II of the Listing Regulations.Thecomposition of the Audit Committee detail of terms of reference number and dates ofmeetings held and attendance of the Members therein have been specified separately in theattached Corporate Governance Report. The Board accepted the recommendations of the AuditCommittee whenever made by the Committee during the year.
AUDITORS THEIR REPORT:
a) Statutory Auditor:
M/s. S C Mehra & Associates LLP (Firm Registration No. 106156W)Chartered Accountant were in the 32ndAnnual General Meeting (AGM) appointed asthe Statutory Auditors of the Company for a period of five years i.e. till the conclusionof 37thAGM to be held in the year 2022.The Board accepted the recommendation ofthe Audit Committee whenever made by the Committee during the year.
The Statutory Auditors M/s. S.C. Mehra & Associates LLP have issuedtheir reports on Standalone Financial Statements for the year ended 31st March2019. There are no adverse remarks or qualifications in the said report. The Notes onAccounts referred to in the Auditors' Report are selfexplanatory and do not call for anyfurther comments.
b) Secretarial Auditor:
In compliance with the provisions of Sec 204 and other applicableprovisions of Companies Act 2013 the Board of Directors have appointed Mr. Vijay RameshGupta Practising Company Secretary as Secretarial Auditors to undertake secretarial auditof the Company for the financial year ended 31st March 2020. The SecretarialAudit Report is attached herewith marked as "Annexure C" and forms anintegral part of this report.
There were following remark made by Secretarial Auditor in theirReport:
1. During the year company has maintain minutes of board meeting andother committee in electronic mode.
2. As per Regulation 30 (LODR) Newspaper cutting is not uploaded forun-audited financial result for the quarter ended 31st December 2019 30thSeptember 2019 and 31st March 2020.
As per Regulation 30 (LODR) Newspaper cutting is not uploaded forIntimation of Board Meeting for the quarter ended 29th May 201914th August 2019 and13th November 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 FY2019-2020 and the Internal Audit Report prepared by them was placed before the AuditCommittee.
Risk Management is the process of identification assessment andprioritization of risks followed by coordinated efforts to minimize monitor andmitigate/control the probability and/or impact of unfortunate events or to maximize therealization of opportunities. The Company has laid a comprehensive Risk Assessment andMinimization Procedure which is reviewed by the Audit committee and approved by the Boardfrom time to time. These procedures are reviewed to ensure that executive managementcontrols risk through means of a properly defined framework. The policy has been hosted onCompany's website www.shalimarpro.com.
The Company has not accepted any deposit from the general public withinthe meaning of section 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 Companyduring the financial year under review were on arms' length basis and in the ordinarycourse of business. There are no material significant related party transactions enteredinto by the Company with its Promoters Directors Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interest of the Companyat large hence 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 UNDERSECTION186:
During the year ended 31st March 2020 the Company has notgiven any loans or guarantees covered under the provisions of Section 186 of the CompaniesAct 2013.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the year ended 31st March 2020 there were nomaterial changes and commitments affecting the financial position of the Company haveoccurred between the period ended 31st March 2020 to which financial resultsrelate and the date of the Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Since the provisions as laid down in the Section 135 of the CompaniesAct 2013 are not applicable to the Company hence no such Committee has been formed.However Company had always tried in its best possible ways to involve itself in socialdevelopment activities.
DEMATERIALISATION OF SHARES:
Your Company has connectivity with the National Securities DepositoryLimited (NSDL) & Central Depository Services (India) Limited (CDSL) fordematerialization of its Equity 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 applicableAnnual Listing fees have been paid to the Stock Exchange for the financial year 2019-20.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to the provisions of the Companies Act 2013 read with theCompanies (Meeting of Board and its Powers) Rules 2014 and SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 every listed Company is required to havea Vigil Mechanism/ Whistle Blower Policy for the Directors and employees to report theirconcerns and grievances. The Company has a Whistle Blower Policy in place and the same isalso available on the web-site at the web- linkhttp:/ /www.shalimarpro.com/attachments/VIGILMechanism.pdf.
The Audit Committee of Directors are entrusted with the responsibilityto oversee the Vigil mechanism. CORPORATE GOVERNANCE:
In compliance with Regulation 34 of the Listing Regulations a separatereport on Corporate 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 theRegulators/Courts which would impact the going concern status of the Company and itsfuture operations.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report is presented in a separatesection forming part of this Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING & OUTGO:
There was no technology absorption and no foreign exchange earnings oroutgo during the year under review. Hence the information as required under Section134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 is tobe regarded as Nil.The Company has not entered into any technology transfer agreement.
SEXUAL HARRASSMENT AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at workplaceand has adopted a Policy on preventionprohibition and redressal of sexual harassment atworkplace in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013
and Rule made thereunder. During the yearunder review there were nocases filed or reported pursuant to the provisions of the said Act.
Your Directors take this opportunity to express their gratefulappreciation for the excellent assistance and co-operation received from all our ClientsBankers Business Associates and the Government and other regulatory authorities and thankall stakeholders for their valuable sustained support and encouragement towards theconduct of the proficient operation of the Company. Your Directors would like to place onrecord their gratitude to all the employees who have continued their support during theyear.
By Order of the Board of Directors For Shalimar Productions Limited
| ||Sd/- ||Sd/- |
| ||Tilokchand Kothari ||Chandrashekhar Sharma |
| ||Director ||Director |
| ||DIN: 00413627 ||DIN: 02327769 |
|Place: Mumbai || || |
|Date :04.12.2020 || || |