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Shalimar Paints

BSE: 509874|NSE: SHALPAINTS|ISIN: INE849C01026|SECTOR: Paints & Varnishes
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Directors Report Year End : Mar '15    « Mar 14
Dear Shareholders,
 
 The Directors are pleased to present the 113th Annual Report on the
 business and operations of the Company together with the audited
 financial statements for the financial year ended 31st March, 2015.
 
 Company Overview
 
 Shalimar Paints incorporated in the year 1902, is the first paint
 company in India. The name Shalimar symbolises more than a century of
 experience in providing paint solutions for decorative as well as
 industrial. It has a network of 57 branches and depots spread across
 the country. It has a strong and robust network of more than 8000
 dealers. The Company has manufacturing facilities at multiple
 locations. These units have ISO 9000 accreditation for its quality
 management. The Company has a wide product range in both Decorative as
 well as Industrial paint segments. The decorative segment offers an
 extensive product range for the interior and exterior category. The
 Company has been a pioneer in the industrial paint segment by virtue of
 its R&D strength. Our industrial paints enhance the life of assets like
 Plant & Machinery, National Infrastructure appliances, Pipelines,
 Construction machinery, Ships, Buildings. Shalimar Paints is conscious
 for health, safety and the environment. Our endeavour is to operate all
 the plants and facilities in a manner to ensure a clean and healthy
 environment and also to strive to achieve reduction of wastage and
 ensure optimize resource utilization through source reduction, recycle
 or reuse of waste by imparting training and education to all employees
 and customers to work in a manner which maximizes protection of the
 environment.
 
 Financial results
 
                                                           (Rs. in lacs)
 
 Description                                       2014-15      2013-14
 
 Revenue from Operations & Other Income           48564.47     54607.17
 
 Expenses                                         47508.29     52502.00
 
 PBIDT                                             1056.18      2105.17
 
 Exceptional Items                                       -            -
 
 Profit before tax                                (1484.76)     (360.02) 
 
 Provision for taxation
 
 Current Tax                                             -            -
 
 Deferred Tax                                      (426.36)      (80.51)
 
 Profit after tax                                 (1058.40)     (279.51)
 
 Add: Amount brought forward from last 
 year''s account                                    1820.77      2100.28
 
 Less: Prior period adjustment - Depreciation      (111.61)       (0.00)
 
 Profit available for appropriation                 650.76      1820.77
 
 Balance carried to Balance Sheet                   650.76      1820.77
 
 Review of Operations & State of Company''s Affairs
 
 A lot of initiatives were taken during the year to prepare the company
 for an accelerated growth. However, due to the unfortunate fire
 accident at Howrah plant, production at Howrah plant was compromised
 which adversely affected the financial performance of the Company for
 the year 2014-15. During the FY 2014-15, the Company suffered a loss
 (after tax) of Rs. 1058.40 lacs as against loss (after tax) of Rs.
 279.51 lacs in the previous year. The total revenue from operations &
 other income of the Company for the FY 2014-15 stood at 48564.47 lacs
 as against Rs. 54607.17 lacs in the previous year. However, in the
 current year, the Company is consolidating its position and it will
 lead to improvement in its bottom-line. New products were launched in
 the decorative paint segment in the interior as well as exterior paint
 category. The industrial paint segment also saw the addition of new
 product categories.
 
 Consolidated Financial Statement
 
 The consolidated financial statements of the Company for the financial
 year 2014-15, are prepared in compliance with applicable provisions of
 the Companies Act, 2013, Accounting Standards and Listing Agreement as
 entered into with Stock Exchanges. The consolidated financial
 statements have been prepared on the basis of audited financial
 statements of the Company and its subsidiary companies.
 
 Share Capital
 
 During the year under review, there was no change in the Company''s
 paid-up equity share capital.
 
 During the current financial year up to the date of this report, the
 Company has issued 14,750 equity shares of Rs. 2/- each upon exercise
 of stock options under the Company''s ESOP Scheme i.e. ''ESOP 2013''.
 Consequently, the paid-up equity share capital of the Company as on the
 date of this report stood at Rs. 3,78,85,700 divided into 1,89,42,850
 equity shares of Rs. 2/- each.
 
 General Reserve
 
 The Company has not transferred any amount to the General Reserve
 during the financial year ended 31st March, 2015.
 
 Dividend
 
 In view of the loss during the year under review, the Directors did not
 recommend any dividend.
 
 Transfer of amount to Investor Education and Protection Fund
 
 In terms of Sections 205C of the Companies Act, 1956, the Company is
 required to transfer the amount of dividend remaining unclaimed for a
 period of seven years from the date of transfer to the unpaid dividend
 account to the Investor Education and Protection Fund (IEPF). The
 dividend for the financial year 2006-07, which remained
 unpaid/unclaimed, aggregating to Rs. Rs.2,87,310 (Rupees two lakh
 eighty-seven thousand three hundred ten only) was transferred to IEPF
 during the year under review.
 
 Deposits
 
 The Company has neither accepted nor renewed any deposit during the
 year. There was no unpaid/unclaimed deposit as at 31st March, 2015.
 
 Tinting Systems
 
 The Company continued with its policy of installation of tinting
 systems in various retail outlets across the country with a view to
 increase the demand for its high value products, especially water based
 products.
 
 ISO Certifications
 
 Nashik and Sikandrabad Plants of the Company are ISO 9001:2008
 accredited.
 
 Credit Ratings
 
 The Company has been accorded credit rating of CARE BBB  for long term
 bank facilities, CARE BBB /CARE A3  for long/short term bank facilities
 and CARE A3  for short term bank facilities by Credit Analysis and
 Research Limited on 13th October, 2014.
 
 Employee Stock Option Plan (ESOP)
 
 Pursuant to Employee Stock Option Scheme, 2013 i.e. ''ESOP 2013'' of the
 Company, the details of ESOPs granted, vested and exercised by
 permanent employees of the Company during the financial year under
 review, as required under the Securities and Exchange Board of India
 (Share Based Employee Benefits) Regulations, 2014 and as per the
 provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the
 Companies (Share Capital and Debenture) Rules, 2014 and other
 applicable Regulations, is annexed as ''Annexure - A'' to this report.
 
 Directors and Key Managerial Personnel
 
 Appointments, Re-appointments, Retirements & Resignations
 
 During the financial year 2014-15, in compliance with the provisions of
 Sections 149, 150 and 152, read with Schedule IV and other applicable
 provisions of the Companies Act, 2013 and relevant Rules made
 thereunder (including any statutory modification(s) or re-enactment
 thereof, for the time being in force Mr. Aditya Vikram Lodha, Mr. Pujit
 Ravikiran Aggarwal, M r.  Rajiv Rajvanshi and Ms. Pushpa Chowdhary were
 appointed as Independent Directors on the Board of Directors of the
 Company at the 112th Annual General Meeting of the Company held on 26th
 September, 2014 to hold office for a term of 5 (five) consecutive years
 with effect from the date of the said Annual General Meeting.
 
 Dr. R. Srinivasan, Non-Executive, Independent Director had expressed
 his unwillingness to be re-appointed at the 112th AGM of the Company
 held on 26th September, 2014 and accordingly ceased to be a Director
 with effect from 26th September, 2014.  Mr. Sameer Nagpal, Managing
 Director and CEO and Mr. Pujit Aggarwal, Non-Executive, Independent
 Director, had resigned from the Board of the Company with effect from
 30th May, 2015 and 16th June, 2015, respectively. The Board placed on
 record their sincere appreciation for the guidance and contribution
 made by them during their tenure on the Board.
 
 Mr. Chandan Arora, who was appointed as the Chief Financial Officer
 with effect from 1st September, 2014, had resigned from the Company
 with effect from 30th April, 2015. Mr. Pumit Kumar Chellaramani,
 Company Secretary, had resigned with effect from 15th November, 2014.
 The Board at its meeting held on 30th May, 2015 had appointed Ms.
 Bernadette Dominic as the Company Secretary and Compliance Officer.
 
 Mr. Surender Kumar was appointed as an Additional Director by the Board
 of Directors of the Company at its meeting held on 30th May, 2015 and
 will vacate his office at the ensuing Annual General Meeting. A notice
 in writing was received from a member of the Company in terms of
 Section 160 of the Companies Act, 2013 signifying the intention to
 propose the appointment Mr. Surender Kumar as a Director of the
 Company.
 
 Mr. Surender Kumar, was also appointed as the Whole-time Director and
 Chief Operating Officer (COO) and Chief Financial Officer (COO) by the
 Board of Directors of the Company at its meeting held on 30th May, 2015
 for a period of three years with immediate effect, subject to the
 approval of the members of the Company and the Central Government.
 
 Mr. Girish Jhunjhnuwala, Non-Executive, Non-Independent Director is
 liable to retire by rotation at the ensuing Annual General Meeting
 (AGM) pursuant to the provisions of Section 152 of the Companies Act,
 2013 read with the Companies (Appointment and Qualification of
 Directors) Rules, 2014 and the Articles of Association of the Company
 and being eligible has offered himself for re-appointment.
 
 A brief profile of the Directors proposed to be appointed and
 re-appointed, as required under Secretarial Standard 2 and Clause 49 of
 the Listing Agreement, is appended as an Annexure to the Notice of the
 ensuing AGM. The Board recommends the same for the approval of the
 shareholders of the Company.
 
 Declaration by Independent Directors
 
 The Company has received declarations from all the Independent
 Directors of the Company confirming that they meet with the criteria of
 independence, as prescribed under Sub Section (6) of Section 149 of the
 Companies Act, 2013 and Clause 49 of the Listing Agreement. The
 Independent Directors have also confirmed that they have complied with
 the Company''s Code of Conduct.
 
 Nomination and Remuneration Policy
 
 Considering the requirement of skill set on the Board, eminent people
 having an independent standing in their respective field/profession and
 who can effectively contribute to Company''s business and policy
 decisions are considered by the Nomination and Remuneration Committee
 for appointment as a Director on the Board. The Committee considers
 ethical standards of integrity, qualification, expertise and experience
 of the person for appointment as Director and accordingly recommend to
 the Board his/her appointment.
 
 In compliance with the provisions of Section 178 of the Companies Act,
 2013 and Clause 49 of the Listing Agreement, the Board of Directors on
 the recommendation of the Nomination and Remuneration Committee has
 approved and adopted the Nomination and Remuneration Policy which sets
 out the criteria for determining qualifications, positive attributes,
 independence of a director, board diversity, remuneration for the
 directors, key managerial personnel and other employees etc.
 
 The detailed policy is available on the Company''s website link at:
 http://www.shalimarpaints.com/upload/investor reports/
 Nomination%20and%20Remuneration%20Policy.pdf and is also annexed as
 ''Annexure - B'' to this report.
 
 Annual Evaluation of Directors, Committees and Board
 
 In compliance with the provisions of the Companies Act, 2013 and Clause
 49 of the Listing Agreement, the Board of Directors on recommendation
 of the Nomination and Remuneration Committee has approved and adopted
 the Evaluation Policy, setting out the process, format, attributes and
 criteria for the performance evaluation of the Board, Board Committees
 and individual Directors.
 
 On the basis of the consolidated report on questionnaire/feedback form
 received from the individual directors, the Board evaluated the
 performance of the Board, Board Committees and Individual Directors and
 noted its satisfaction on the outcome.
 
 Board and its Committees
 
 The Board of Directors met four times during the financial year
 2014-15. The details of the Composition of the Board and its Committees
 and number of Board and Committee meetings held during Financial Year
 2014-15 and attendance of Directors and members of the Committee at the
 said meetings are provided in the Report on Corporate Governance, which
 forms part of this Report.
 
 Subsidiaries
 
 As on 31st March, 2015, the Company has two subsidiaries, namely
 Shalimar Adhunik Nirman Limited (SANL) and Eastern Speciality Paints &
 Coatings Private Limited (ESPCPL). None of the Companies has become or
 ceased to be the Company''s subsidiaries, during the year under review.
 Since no business activity was carried out either by SANL or by ESPCPL
 during the year under review, these subsidiaries have not prepared the
 Statement of Profit & Loss for the year 2014-15.
 
 In accordance with Section 129(3) of the Companies Act, 2013 read with
 Rule 5 of Companies (Accounts of Companies) Rules, 2014, the Company
 has prepared consolidated financial statements of the Company and its
 subsidiaries which forms part of the Annual Report. A statement in Form
 AOC- 1, containing the salient features of financial statements of the
 above mentioned subsidiaries of the Company is annexed as ''Annexure - C
 to this Report.
 
 The audited financial statements of the subsidiary companies are
 available for inspection at the Company''s Registered Office.
 
 Any member desirous of obtaining a copy of said financial statements
 may write to the Company Secretary at Company''s Registered Office.
 
 The Company does not have any associate and/or joint venture company.
 
 Auditors & Audit Report
 
 Statutory Auditors
 
 Messrs Chaturvedi and Partners, the Auditors of the Company, retire at
 the forthcoming Annual General Meeting, and being eligible, offer
 themselves for re-appointment.
 
 The Company has received confirmation from Messrs Chaturvedi and
 Partners, Chartered Accountants to the effect that their
 re-appointment, if made, would be within the prescribed limits under
 Section 141(3)(g) of the Companies Act, 2013 and that they are not
 disqualified to act as Auditors of the Company, if re-appointed.
 
 The Audit report on the financial statements for the year 2014-15 does
 not contain any qualifications, reservations or adverse remarks
 
 Cost Auditors
 
 Your Board had appointed Messrs D. Sabyasachi & Co., Cost Accountants,
 to carry out the Cost Audit in respect of Paints & Varnishes for the
 financial year 2014-15. However, in terms of Rule 4(2) of the Companies
 (Cost Records and Audit) Rules, 2014, the Cost Audit is not applicable
 to the Company for the financial year 2015-16.
 
 The Cost Audit report for the financial year ended 31st March, 2014 has
 been filed with the Ministry of Corporate Affairs, Cost Audit Branch,
 Government of India on 16th December, 2014, vide SRN S34705392.
 
 Secretarial Auditors
 
 The Company had appointed Ms. Shipra Chattree, Practicing Company
 Secretary, to conduct Secretarial Audit for the financial year ended
 31st March, 2015. The Secretarial Auditor has submitted her report in
 the prescribed Form MR-3, confirming compliance by the Company of all
 the provisions of applicable corporate laws. The Report does not
 contain any qualification, reservation or adverse remark. The
 Secretarial Audit Report is annexed as ''Annexure - D'' to this Report.
 
 Corporate Social Responsibility
 
 Corporate Social Responsibility (CSR) is traditionally driven by a
 moral obligation and philanthropic spirit. Through CSR there is a
 formation of a dynamic relationship between a Company on one hand and
 the society and environment on the other. The main responsibilities of
 the Company towards society at large are to eradicate hunger, poverty
 and malnutrition; promote education, promote preventive health care and
 sanitation and making available safe drinking water, promoting gender
 equality and empowering women.
 
 In accordance with the requirements of Section 135 of the Companies
 Act, 2013, the Company had constituted a CSR Committee. The composition
 and terms of reference of the CSR Committee is provided in the Report
 on Corporate Governance, which forms part of this Report.
 
 The CSR Policy of the Company, is available on the Company''s website
 link at: http://www.shalimarpaints.com/upload/ investor
 reports/Corporate%20Social%20Responsibility%20Policy.pdf.
 
 The Annual Report on CSR activities in accordance with the Companies
 (Corporate Social Responsibility Policy) Rules, 2014 is annexed as
 ''Annexure - E'' to this Report.
 
 Management Discussion and Analysis
 
 The Management Discussion and Analysis Report for the year under
 review, as stipulated under Clause 49 of the Listing is included in
 Point No.11 of the Report on Corporate Governance, which forms part of
 this Report.
 
 Listing
 
 During the year, The Company''s equity shares continue to be listed with
 BSE Limited, the National Stock Exchange of India Limited and the
 Calcutta Stock Exchange Limited.
 
 In wake of an application made by the Company pursuant to the
 Securities & Exchange Board of India (Delisting of Equity Shares)
 Regulations, 2009, the Company''s equity shares have been delisted from
 the Calcutta Stock Exchange Limited with effect from 3rd July, 2015.
 
 The Company has paid annual listing fees to the respective Stock
 Exchanges. As the trading in equity shares of the Company is permitted
 only in dematerialized form, the Company has made the requisite
 arrangements with National Securities Depository Limited and Central
 Depository Services (India) Limited to enable investors to hold shares
 in dematerialized form.
 
 Risk Management
 
 Risks Management is an integral part of Company''s operating framework
 and is committed towards identifying key risks and managing them in a
 proactive and efficient manner. The Company periodically assesses both
 internal as well as external risks to which the Company is exposed to.
 Company, through its risk management system strives for timely
 identification, assessment, minimization and management of risks
 affecting the Company in the foreseeable future. Detailed discussion on
 Risk Management has been given as a part of Management Discussion &
 Analysis under the section ''Risks and Concerns'', in the Report on
 Corporate Governance, which forms part of this Annual Report.
 
 Internal Financial Control
 
 The Company has in place adequate and comprehensive internal financial
 control system ensuring orderly, effective and efficient conduct of its
 business. Detailed discussion on internal control has been given as a
 part of Management Discussion & Analysis under the section ''Internal
 Control System'', in the Report on Corporate Governance, which forms
 part of this Annual Report.
 
 Audit Committee
 
 As on 31st March, 2015, the Audit Committee of the Board of Directors
 of the Company comprised of Mr. Rajiv Rajvanshi, Mr. Aditya Vikram
 Lodha, Mr. Pujit Aggarwal and Ms. Pushpa Chowdhary, under the
 Chairmanship of Mr. Rajiv Rajvanshi. All the recommendations made by
 the Audit Committee were accepted by the Board.
 
 Whistle Blower Policy/Vigil Mechanism
 
 In compliance with the provisions of Section 177 (9) and (10) of the
 Companies Act, 2013 and the Clause 49 of the Listing Agreement, the
 Company has established a Vigil Mechanism for Directors and Employees
 to report concerns about unethical behavior, actual or suspected fraud
 or violation of the Company''s Code of Conduct. This mechanism provides
 adequate safeguards against victimization of whistle blower who avails
 of the mechanism and it also provides direct access to the Chairman of
 the Audit Committee in exceptional cases. During the year under report,
 there has been no incidence reported under Vigil Mechanism and no
 personnel has been denied access to the audit committee.
 
 The Company has adopted a Whistle Blower Policy which is posted on the
 Company''s website link at:
 http://www.shalimarpaints.com/upload/investor_reports/Whistleblower
 -Policy.pdf.
 
 Extract of Annual Return
 
 In terms of provisions of Section 92, 134(3)(a) of the Companies Act,
 2013 read with Rule 12 of the Companies (Management and Administration)
 Rules, 2014, the extracts of Annual Return of the Company in the
 prescribed Form MGT-9 is annexed as ''Annexure - F'' to this Report.
 
 Significant and Material Orders
 
 There are no significant and material orders passed by the regulators
 or courts or tribunals impacting the going concern status and Company''s
 operations in future.
 
 Particulars of Loans, Guarantees or Investments
 
 Particulars of loans, guarantees and investments form part of Note no
 2.12 to the Financial Statements provided in the Annual Report.
 
 Related Party Transactions
 
 All transactions entered into by the Company, during the year under
 review, with the Related Parties, as defined under the Companies Act,
 2013, Rules framed thereunder and revised Clause 49 of the Listing
 Agreement with the Stock Exchanges, were in the ''ordinary course of
 business'' and ''on arm''s length'' basis. As such, provisions of Section
 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules 2014,
 are not applicable to the Company during the year under review.
 
 There has been no materially significant Related Party Transactions
 during the period under review, which would have any potential conflict
 with the interest of the Company. Your Company did not have any Related
 Party Transaction which required prior approval of the Shareholders.
 Necessary disclosures required under the Accounting Standards (AS-18)
 have been made in the Notes to Financial Statements.
 
 Your Board has approved and adopted a Related Party Transaction Policy
 and the same is available on the Company''s Website link at:
 http://www.shalimarpaints.com/upload/investor_reports/Related-Party
 -Transaction-policy.pdf.
 
 Sexual Harassment of Women at Workplace
 
 As required under the provisions of the Sexual Harassment of Women at
 the Workplace Prevention, Prohibition & Redressal) Act, 2013 read with
 the Sexual Harassment of Women at the Workplace (Prevention,
 Prohibition & Redressal) Rules, 2013, an Internal Complaints Committee
 (ICC) with requisite number of representatives has been set up to
 redress complaints sexual harassment, if any.
 
 The following is a summary of sexual harassment complaints received and
 disposed off during the year ended 31st March, 2015:
 
 No. Of Complaints received : Nil
 
 No. Of Complaints disposed off : Nil
 
 Energy Conservation, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 The details of energy conservation, technology absorption and foreign
 exchange earnings and outgo as required under Section 134(3)of the
 Companies Act, 2013, read with Rule8 of the Companies Rules,
 2014isannexed as ''Annexure-G'' to this Report.
 
 Particulars of Employees
 
 The information, as required to be provided in terms of Section 197(12)
 of the Companies Act, 2013, read with Rule 5(1) &5 (2) of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules,
 2014inrespect of Directors/employees of your Company is set out In
 ''Annexure-H'' to this Report.
 
 Corporate Governance
 
 The Company continues to comply with the requirements of the Listing
 Agreement with the Stock Exchanges where the Company''s shares are
 listed. The report on Corporate Governance for the financial year ended
 31st March, 2015, together with Certificate on its compliance, pursuant
 to requirements of Clause 49 of the Listing Agreement with Stock
 Exchanges is annexed as ''Annexure-I'' to this Report.
 
 Directors'' Responsibility Statement
 
 Pursuant to Section 134(5) of the Companies Act, 2013, the board of
 directors, to the best of their knowledge and ability, confirm that:
 
 (a) in the preparation of the annual accounts for the year under
 review, the applicable accounting standards have been followed and
 there are no material departures;
 
 (b) the Directors have 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 i.e.,as at 31st
 March,2015 and of the profit and loss of the Company for that period;
 
 (c) the Directors have 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 have prepared the annual accounts on a going concern
 basis;
 
 (e) the Directors have laid down internal financial controls to be
 followed by the Company and that such internal financial Controls are
 adequate and are operating effectively; and
 
 (f) the Directors have devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such Systems were
 adequate and operating effectively.
 
 Based on the framework of internal controls and compliance systems
 established and maintained by the Company, work performed by the
 internal, statutory and secretarial auditors and external consultants
 and the reviews performed by management and the relevant board
 committees, including the audit committee, the board is of the opinion
 that the Company''s internal financial controls were adequate and
 effective during the financial year 2014-15.
 
 Industrial Relations and Personnel
 
 Industrial relations remained cordial and satisfactory. Your Directors
 wish to place on record their deep sense of appreciation of the devoted
 services rendered by all officers, staff and workers of the Company.
 
 Acknowledgements
 
 The Directors would like to place on record their grateful appreciation
 of the co-operation and assistance received from the financial
 institutions, banks, investors, valued customers, various government
 agencies and business associates during the year under review.
 
 The Directors value the trust shown by the shareholders in their
 ability to manage the Company. We expect that with the ongoing
 encouragement and support of our shareholders, we shall be successful
 in achieving the desired objectives in the near future.
 
                          For and on behalf of the Board
 
                          Surender Kumar         Rajiv Rajvanshi
 
 Date :20th July, 2015    Whole-time Director
                          and COO & CFO             Director
 
 Place:New Delhi           DIN: 00510137        DIN: 00036605
Source : Dion Global Solutions Limited
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