DIRECTORS' REPORT The Members, SHALEMAR PRODUCTIONS LIMITED Your Directors are pleased to present their 30th Annual Report together with the Balance Sheet and the Profit and Loss Accounts for the financial year ended March 31, 2015 and the Auditors Report thereon. OPERATIONS AND FUTURE PLANS: Your Company posted good financial results during the year under review. Turnover of the Company has increased from Rs. 113.43 Lakhs to Rs. 311.26 Lakhs. However, the expenses during the year have raised significantly from Rs. 84.17 Lakhs to Rs. 336.37 Lakhs due to which the net profit of the Company has reduced from Rs. 16.35 Lakhs to Rs. 6.17 Lakhs. However, your Company is optimistic about the coming year. Since the Company is trying to reduce cost and expand its business, your Director are hopeful that the results will be more encouraging. DIVIDEND: In order to plough back the profit, your Directors have not recommended any dividend for the year ended 31st March, 2015. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED: In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Mr. Tilokchand Kothari, (DIN No. 00413627) Director of the Company retires by rotation at this Annual General Meeting of the Company and being eligible, offers himself for reappointment. In accordance with the provision of the Act, the Articles of Association of the Company and as per the Clause 49 of the listing agreement entered with Stock Exchange, the Board of Directors in their Meeting held on 30th March, 2015 appointed Ms. Renu Sharma as an Additional Director (Woman Director & NonExecutive Independent) up to the ensuing Annual General Meeting. The Company has received notice in writing from her signifying own candidature for appointment as Non-Executive Independent Director of the Company with requisite deposit as prescribed u/s 160 of the Companies Act, 2013. Ms. Renu Sharma is proposed to be appointed as an Independent Director for five consecutive years for a term up to March 29, 2020 or as on the date of 35th Annual General Meeting, whichever is earlier in accordance with Section 149 of the Companies Act, 2013. In the opinion of the Board, Ms. Sharma fulfills the conditions specified in the Companies Act, 2013 and rules made thereunder for her appointment as an Independent Director of the Company. The Board recommends her appointment at the ensuing Annual General Meeting. Mr. Chandrashekhar Sharma who was appointed as an Independent Director in the AGM held on 30th September 2014 was re-designated as Executive Director in the Board Meeting held on 13th February 2015 and has been appointed as a Chief Financial Officer w.e.f. 01st April 2014 pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. DECLARATION FROM INDEPENDENT DIRECTORS: The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the BSE. MEETINGS OF THE BOARD: During the year ended 31st March 2015, Seven (7) Board Meetings were held by the Company on 29th May 2014, 25th July 2014, 14th August 2014, 27th August 2014, 14th November 2014, 13th February 2015 and 30th March 2015. The intervening gap between the meetings was as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the BSE. The details of the Committee Meetings held during the period under review forms part of the Corporate Governance Report. None of the Directors on the Company's Board is a Member of more than 10 Committees and Chairman of more than 5 Committees [Committees being Audit Committee and Stakeholders' Relationship Committee] across all companies in which they are Directors. None of the Independent Director serves as an Independent Director in more than 7 listed companies. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has in place an established internal control system designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Services of internal auditors are utilized from time to time, as also in-house expertise and resources. The Company continuously upgrades these systems in line with the best available practices. Internal Audit is conducted throughout the organization by qualified independent Internal Auditors. Findings of the Internal Audit Report are reviewed by the Management and by the Audit Committee of the Board and proper follow up actions are ensured wherever required. CHANGE IN THE NATURE OF BUSINESS: During the period under review, there is no change in the nature of business of the Company. The Company continues to operate in the Media Sector. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") forms an integral part of this Report as "Annexure A". DIRECTORS' RESPONSIBILITY STATEMENT As required under Section 134(5) of the Companies Act, 2013, the Directors state that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively and f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 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, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. AUDIT COMMITTEE: Audit Committee assists the Board in fulfilling responsibilities of monitoring financial reporting processes, review the Company's established systems of procedures for internal financial controls, governance and reviewing the statutory and internal audits. The Audit Committee of the Board of Directors of the Company, comprises of three (3) Members, namely Mr. Abhishek Palaparthy, Ms. Renu Sharma and Mr. Pankaj Dave. Two-third of the Members are Independent Directors and one is Executive Director. The Chairman of the Committee is Mr. Abhishek Palaparthy who is an Independent Director. The detail of terms of reference of Audit Committee, number and dates of meetings held and attendance of the Members therein have been specified separately in the attached Corporate Governance Report. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year. BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors at their separate meeting. AUDITORS & AUDITORS REPORT: M/s. Lakhpat M Trivedi & Co., (Reg. No. 109047) the Statutory Auditors, to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting of the Company to be held in the year 2016 and that the Board of Directors' of the Company be and is hereby authorized to fix their remuneration for the said period and re-imbursement of actual out of pocket expenses, as may be incurred in the performance of their duties." The Statutory Auditors M/s. Lakhpat M Trivedi & Co., Chartered Accountants have issued their reports on Financial Statements for the year ended 31st March 2015. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments. Your Directors recommend reappointment of M/s. Lakhpat M Trivedi & Co. as the Auditors of the Company. SECRETARIAL AUDIT REPORT: In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, a secretarial audit was conducted during the year by Secretarial Auditors M/s. Rituraj & Associates. The Secretarial Auditor's Report is attached as annexure and form part of this report. Observation: The Companies has not appointed Company Secretary as per under Section 203 for the Financial Year 2014-15 The abovementioned is the observation made by the Secretarial Auditor in their Audit Report. In this regard, your Directors want to clarify that the Company had made an honest attempt to appoint a Company Secretary in the year under review. However, we were unable to zero in on any candidate. After due searching, we have appointed Ms. Neha Karkera as Company Secretary w.e.f. 07th July 2015. Hence, we wish to state that the Company had complied with the relevant provisions at present. The Secretarial Audit Report forms part of this Notice as "Annexure B". INTERNAL AUDITOR: The Company has appointed M/s. RNA & Associates, Chartered Accountants, (Firm Registration No. 136734W) as Internal Auditor of the Company as per Section 138 of the Act. RISK MANAGEMENT: Risk Management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The policy has been hosted on Company's website www.shalimarpro. com PUBLIC DEPOSITS: The Company has not accepted any deposit from the general public within the meaning of section 73 of the Companies Act, 2013 and the rules made there under. RELATED PARTY TRANSACTIONS: During the year, there were no related party transactions made in the Company, therefore Form AOC-2 is not applicable to the Company. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board 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 SECTION 186: Details of Loan, Guarantees and Investments covered under the provisions of the Act, are disclosed in the notes to the Financial Statements. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY: During the year ended 31st March 2015, there were no material changes and commitments affecting the financial position of the Company have occurred between the period ended 31st March 2015 to which financial results relate and the date of the Report. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: Since the provisions as laid down in the Section 135 of the Companies Act, 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 social development activities. SHARE CAPITAL: The Issued, Subscribed & Paid up Capital of the Company as on 31st March 2015 stands at Rs. 984,328,313 /-divided into 984,328,313 Equity Shares of Re. 1/- each. During the period under review, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity. DEMATERIALISATION OF SHARES: Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization 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 electronic mode with their Depository Participant. LISTING OF SHARES: Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Annual Listing Fees to the Stock Exchange has been duly paid by the Company. INSURANCE: The fixed assets of the Company have been adequately insured. VIGIL MECHANISM/WHISTLE BLOWER POLICY: The Company has a vigil mechanism policy in place to enable the Directors and employees to report their genuine concerns or grievances by having a direct access to the Chairman of the Audit Committee and the Chief Financial Officer of the Company. The details of the vigil mechanism is explained in the Corporate Governance Report and also posted on the website of the Company, the web link of which is <http://www.shalimarpro.com/attachments/VIGILMechanism.pdf>. CORPORATE GOVERNANCE: As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on Corporate Governance practices followed by the Company, together with a Certificate from the Company's Auditors confirming compliance forms an integral part of this Report. Further, as per Clause 49 of the Listing Agreement entered with the BSE, CEO/CFO Certification confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee 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 which would 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 forming part of this Annual Report. 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 employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO: There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as Nil. The Company has not entered into any technology transfer agreement. ACKNOWLEDGEMENT: Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Bankers, Business Associates and the Government and other regulatory authorities and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year. By Order of the Board of Directors For Shalimar Productions Limited Sd/- Pankaj Dave Managing Director (DIN: 00425977) Place: Mumbai Date: 29.05.2015 |