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.
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
(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
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.
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.
The Company has not transferred any amount to the General Reserve
during the financial year ended 31st March, 2015.
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.
The Company has neither accepted nor renewed any deposit during the
year. There was no unpaid/unclaimed deposit as at 31st March, 2015.
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
Nashik and Sikandrabad Plants of the Company are ISO 9001:2008
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
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:
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.
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
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
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.
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
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
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.
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.
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:
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:
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.
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
(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.
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