The Members,
SHALIMAR PRODUCTIONS LIMITED
Your Directors are pleased to present their 38th Directors Report together
with the Audited Financial Statements for the financial year ended 31st March,
2023 and the Auditors Report thereon.
BUSINESS PERFORMANCE:
The Companys financial performance, for the year ended 31st March, 2023 is
summarised below:
(Rs. In Lacs)
| Particulars |
Year Ended 31-03-2023 |
Year Ended 31-03-2022 |
| Revenue from operations |
217.90 |
492.60 |
| Other income |
0.29 |
- |
| Gross Income |
218.19 |
492.60 |
| Total Expenses |
208.39 |
484.01 |
| Net Profit/loss Before Tax |
9.80 |
8.59 |
| Provision for Tax |
2.55 |
2.75 |
| Net Profit/loss After Tax |
7.25 |
5.83 |
OPERATIONS AND FUTURE PLANS:
The total revenue of the Company has decreased from Rs. 492.60 Lakhs in the FY 2021-22
to Rs. 218.19 Lakhs in the FY 2022-23 and significantly the net profit of the Company was
Rs. 5.83 Lakhs in FY 2021-22 as compared to the Net Profit of Rs. 7.25 Lakhs in FY
2022-23. This can be attributed towards low cost incurred by the Company. However, your
Company is optimistic about the coming year. Since the Company is trying to reduce cost
and expand its business, your Directors are hopeful that the results will be more
encouraging.
Impact of Covid-19
The sudden spread of Covid-19 pandemic and consequent Country wide lockdown since March
2021 has affected the world economy adversely, to safeguard interest of the public at
large from this epidemic, the Indian Government including various State Governments and
Municipal Authorities have issued various advisory directives including restrictions on
movement of public and other means of transport. In accordance with the directives of the
Government and in order to ensure health and well being of all employees Work from Home
policy was brought in place for your Companys employees.
DIVIDEND:
Your Directors have not recommended any dividend for the year ended 31st
March, 2023.
SHARE CAPITAL:
The Issued, Subscribed & Paid-up Capital of the Company as on 31st March
2023 stands at Rs. 98,43,28,313/- divided into 98,43,28,313 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.
The Company has not issued any equity shares with differential rights during the year
under review and hence no information as per provisions of Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
The Company has not issued any sweat equity shares during the year under 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 and hence 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 transferred to reserves for the year
2022-23.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i) Retire by Rotation:
In accordance with the provisions of Section 152 of the Act, and that of Articles of
Association of the Company, Mr. Vikramjit Singh Gill (DIN: 08875328), Director of the
Company retires by rotation at this Annual General Meeting of the Company and being
eligible, 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 the
Board of Directors and Key Managerial Personnels of the Company till the date of this
Report;
Resignations:
Ms. Payal Agarwal resigned from the post of Company Secretary and Compliance officer
w.e.f 20th March, 2023.
Accordingly, the Current composition of the Board of Directors of the Company 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 the Company
| Name |
Designation |
| Mr.Vikramjit Singh Gill |
Chief Financial Officer |
| Ms.Kiran Kaur |
Chief Executive Officer |
| Ms. Payal Agarwal* Resigned w.e.f 20th March 2023 |
Company Secretary & Compliance Officer |
iii) Board Evaluation:
The Board of Directors have carried out an Annual evaluation of its own performance,
Board Committees and individual Director pursuant to the provisions of the Companies
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 seeking inputs from all
the Directors on the basis of the criteria such as the Board composition and structure,
effectiveness of Board process, information and functioning, etc
The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee Members on the basis of the criteria such as the composition of Committee,
effectiveness of Committee Meetings, etc
The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual Directors on the basis of the criteria such as the contribution of the
individual Director to the Board and Committee Meetings like preparedness on the issue to
be discussed, meaningful and constructive contribution and inputs in Meetings, etc. In
addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, performance of the Board as a whole and performance of the Chairman was
evaluated, taking into account the review of Executive Directors and Non-Executive
Directors. The same was discussed in the Board Meeting that followed the Meeting of the
Independent Directors, at which the performance of the Board, its committees and
individual committee was also discussed. Performance evaluation of independent Directors
was done by the entire Board, excluding the Independent Director being evaluated.
iv) Meetings of the Board:
During the year ended 31st March 2023, seven (7) Board Meetings were held by
the Company on 30.05.2022, 01.08.2022, 05.09.2022, 07.10.2022, 28.10.2022, 31.01.2023 and
20.03.2023. Details of the meetings and the attendance record of the Directors are
mentioned in the Corporate 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 Committee,
Stakeholders Relationship Committee & Nomination & Remuneration Committee. The
Composition and other details related to the Committees have been stated in the 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) of the Companies Act,
2013 from all the Independent Directors confirming that they meet the criteria of
independence laid down under Section 149(6) of the Companies Act, 2013. Based on the
declaration(s) of Independent Directors, the Board of Directors recorded its opinion that
all Independent Directors are independent of the Management and have fulfilled the
conditions as specified in the Companies Act, 2013, rules made thereunder as well as
applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015.
INTERNAL CONTROL SYSTEMS AND THETR ADEQUACY:
The Company has in place an adequate budgetary control system and internal financial
controls with reference to financial statements. No reportable material weaknesses were
observed in the system during the previous fiscal. Further, the Company has laid down
internal financial control policies and procedures which ensure accuracy and completeness
of the accounting records and the same are adequate for safeguarding of its assets and for
prevention and detection of frauds and errors, commensurate with the size and nature of
operations of the Company. The policies and procedures are also adequate for orderly and
efficient conduct of business of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company
confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards read
with requirements set out under Schedule III to the Act, have 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.
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
reports 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 ensuing Annual General Meeting. If any member is interested in
inspecting 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) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
during FY 2022-23.
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:
As required under Section 134 (3) (a) & Section 92 (3) of the Act, the Annual
Return is put up on the Companys website and can be accessed at http://www.shalimarpro.com
& Extracts of the Annual return in form MGT 9 for the Financial Year 2022-23 is
uploaded on the website of the Company and can be accessed at http://www.shalimarpro.com.
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 Nomination & Remuneration Policy is annexed as "Annexure
A" to this Report.
AUDIT COMMITTEE:
Your Company has an Audit Committee in compliance with the provisions of the Companies
Act, 2013 as well as Part C of Schedule II of the Listing Regulations. The composition of
the Audit Committee, detail of terms of reference, 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.
AUDITORS THETR REPORT:
a) Statutory Auditor:
M/s. S.C. Mehra & Associates LLP., Chartered Accountants (ICAI Registration No.
106156W/W100305) were appointed as statutory auditors of the company. Currently, they are
holding office of the auditors up to the conclusion of the 37th Annual General
Meeting.
Accordingly, as per the said requirements of the Act, M/s. Bhatter&Associates,
Chartered Accountants (Firm Registration No. 131411W)are proposed to be appointed as
auditors for a period of 5 years commencing from the conclusion of 37th Annual
General Meeting till the conclusion of the 42nd Annual General Meeting, in
place of M/s. S.C. Mehra & Associates LLP., Chartered Accountants (ICAI Registration
No. 106156W/W100305).
M/s. Bhatter&Associates, Chartered Accountants (Firm Registration No. 131411W),
have consented to the said appointment and confirmed that their appointment, if made,
would be within the limits specified under Section 141(3) (g) of the Act. They have
further confirmed that they are not disqualified to be appointed as statutory auditors in
terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section
141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.
The Audit Committee and the Board of Directors have recommended the appointment of M/s.
Bhatter&Associates, Chartered Accountants (Firm Registration No. 131411W), as
statutory auditors of the Company from the conclusion of the 37th Annual
General Meeting till the conclusion of 42nd Annual General Meeting, to the
shareholders.
The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide
section 40 of the Companies (Amendment) Act, 2017 notified on 7th May, 2018.
Therefore, it is not mandatory for the Company to place the matter relating to appointment
of statutory auditor for ratification by members at every Annual General Meeting. Hence
the Company has not included the ratification of statutory auditors in the Notice of AGM.
The Report given by M/s. Bhatter&Associates, Chartered Accountants , on the
financial statements of the Company for the Financial Year 2021-2022 is a part of the
Annual Report. There has been no quafication, reservation or adverse remark or disclaimer
in their Report.
During the Year under review, the Auditors have not reported any matter under Section
143 (12) of the Act, therefore no detail is required to be disclosed under Section 134
(3)(ca) of the Act.
b) Secretarial Auditor:
In compliance with the provisions of Sec 204 and other applicable provisions of
Companies Act 2013, the Board of Directors have appointed Ms.Kirti Sharma, Practising
Company Secretary as Secretarial Auditors to undertake secretarial audit of the Company
for the financial year ended 31st March, 2023. The Secretarial Audit Report is
attached herewith marked as "Annexure B" and forms an integral part of
this 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 in
electronic mode.
2. Company has appointed Independent Directors but the name of the Independent
Directors has not registered under the Database of Independent Directors.
c) Inte rnal Auditor:
M/s. Lakhpat M. Trivedi, Chartered Accountants, Mumbai (Membership No. 109047) was
appointed as Internal Auditor of the Company for the FY 2022-2023 and the Internal Audit
Report prepared by them was placed before the Audit Committee.
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 Companys
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.
PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTY:
All related party transactions that were entered into by the Company during the
financial year under review were on arms length basis and in the ordinary course of
business. There are no material significant related party transactions entered into by the
Company with its Promoters, Directors, Key Managerial Personnel or other designated
persons, which may have a potential conflict with the interest of the Company at large,
hence 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 Boa rd
may be accessed on the Companys 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 2023, the Company has not given any loans
or 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 2023, there were no material changes and
commitments affecting the financial position of the Company have occurred between the
period ended 31st March 2023 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.
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:
The shares of your Company are listed at BSE Limited. The applicable Annual Listing
fees have been paid to the Stock Exchange for the financial year 2022-23.
VIGIL MECHANTSM/WHTSTLE BLOWER POLICY:
Pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meeting
of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, every listed Company is required to have a Vigil
Mechanism/ Whistle Blower Policy for the Directors and employees to report their concerns
and grievances. The Company has a Whistle 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 the
Vigil mechanism.
CORPORATE GOVERNANCE:
In compliance with Regulation 34 of the Listing Regulations, a separate report on
Corporate Governance along with a certificate from the Companys Auditors on its
compliance 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.
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.
SEXUAL HARRASSMENT AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual harassment at workplace 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 year under
review, there were no cases filed or reported pursuant to the provisions of the said Act.
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/- |
Sd/- |
|
Tilokchand Kothari |
Vikramjit Singh Gill |
| Place: Mumbai |
Director |
Director |
| Date: 12.05.2023 |
DIN: 00413627 |
DIN: 08875328 |
+91-9892691696
