Dear Members,
Your Directors have pleasure in presenting the 121st Annual
Report on the business and operations of your Company along with the Audited Standalone
and Consolidated Financial Statements and the Auditors' Report thereon for the
financial year ended March 31, 2023.
Financial Results
The highlights of your Company's performance (standalone and
consolidated) is summarized below:
Particulars |
Standalone |
Consolidated |
|
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
Revenue from Operations |
485.55 |
358.19 |
485.55 |
358.19 |
Other Income |
7.21 |
4.93 |
7.21 |
4.54 |
Total Income |
492.76 |
363.12 |
492.76 |
362.73 |
Total expenses |
528.86 |
416.27 |
528.91 |
416.26 |
Profit/(Loss) before Depreciation, Finance
Costs, |
(7.52) |
(17.47) |
(7.54) |
(17.85) |
Exceptional items and Tax |
|
|
|
|
Profit/(Loss) before Exceptional items and
Tax |
(36.10) |
(53.15) |
(36.15) |
(53.53) |
Exceptional items |
- |
(7.41) |
- |
(7.41) |
Profit/(Loss) before Tax |
(36.10) |
(60.56) |
(36.15) |
(60.94) |
Profit/(Loss) after Tax |
(36.10) |
(59.97) |
(36.15) |
(60.35) |
Other Comprehensive Income/(Loss) |
0.45 |
(1.83) |
0.45 |
(1.83) |
Total Comprehensive Income/(Loss) |
(35.65) |
(61.80) |
(35.70) |
(62.18) |
Results of our operations and state of affairs for financial year
2022-23
During the financial year 2022-23, your Company's revenue from
operations stood at Rs. 485.55 Crores as against Rs. 358.19 Crores in the previous year,
recording a growth of about 35.56% over last year. On standalone basis, the Company has
registered negative EBITDA of Rs. 7.52 Crores during financial year 2022-23 as compared to
negative EBITDA of Rs. 17.47 Crores during previous financial year. During the year under
review, your Company has suffered a loss of Rs. 36.10 Crores as against loss of Rs. 60.56
Crores in the previous year, on standalone basis.
Decorative Paints Segment - Decorative Paints primarily caters to
architectural needs of the industry catering to residential, commercial and institutional
constructions, combining both repainting and renovation projects. It accounts for about
70% of Paints Industry. Your Company manufactures and markets wide range of decorative
paints for interior and exterior surfaces - concrete, plasters, metals etc. During the
financial year 2022-23, your Company ventured into waterproofing with launch of Zero Damp
brand of products which is a state of art fibre reinforced product with a worry free 8
years of warranty. During the year under review, Shalimar Paints decorative segment grew
by ~36%. Your Company achieved this growth by focusing on fundamentals of the business
like increasing our channel base by ~1500 new customers which contributed to 13% of
overall revenue. We engaged closely with inactive dealers and revived 400+ customers. We
reached out and partnered with influencers – enrolled ~22K new painters. Our emulsion
mix increased by 5% which helped increase our margins as well.
Industrial Paints Segment - Industrial Paints accounts for the
remaining 30% of Paints Industry – usage spanning many different industries, such as
manufacturing, automotive, aerospace, building, marine, oil & gas and more.
Applications include structural steel protection, machinery, equipment coating and more.
Over the years, Shalimar Paints' Industrial Division has
demonstrated consistent growth and expansion, owing to its dedication to quality,
innovation and customer-centric approach. The division's ability to adapt to changing
industrial trends, technological advancements, and regulatory requirements has played a
pivotal role in its success. During the financial year 2022-23, Shalimar Paints Industrial
segment grew by ~36% driven by tailor-made solutions that cater to specific needs of the
customers, reinforcing Shalimar Paints' position as a reliable partner in the
industrial coatings landscape. Our focus on right product mix not only boosted our revenue
but our margins as well. Few verticals like pipeline and OEM have registered an
exponential growth.
Your Company bagged some of the prestigious projects during the last
financial year. Shalimar Paints was the single supplier for Sea water intake pipeline and
associated structures for NPCIL Kudankulam. Your Company was also able to bag maximum jobs
executed through various contractors for Adani Kutch Copper Ltd. expansion project,
L&T Offshore ONGC Platform maintenance job where high end Glass Flake epoxy were
supplied and through various contractors for supplies to Karnataka State Government
Irrigation Projects for drinking water pipeline coatings. The various jobs were executed
under the watchful eyes of NACE certified technical services team so that each job is done
to perfection. Going forward into the new year, your Company's Industrial Paints
Segment is poised to outgrow market trends and become one amongst the top 4 contenders in
protective coating space.
The detailed information on the business operations of the Company and
other relevant information is given in the Management Discussion and Analysis Report
forming part of the Annual Report.
Nature of Business
We are engaged in the business of manufacturing and selling of paints
and coatings. There are 3 operating plants, one each in north, south and west. The
manufactured products are sold directly to consumers as well as through distribution
channels.
Certifications
Your Company's Plants at Nashik, Sikandrabad and Chennai are
certified for integrated management systems comprising of Quality Management System (ISO
9001:2015) and Environment Management System (ISO 14001:2015). Further, Nashik and
Sikandrabad are also certified for Occupational Health & Safety Management System (ISO
45001:2018).
Your Company's R&D Laboratory is NABL (National Accreditation
Board for Testing and Calibration Laboratories) accredited as per laboratory management
system ISO/IEC 17025:2017.
Credit Ratings
The Company has been accorded credit rating of ‘CARE BBB-,
Stable' for long term bank facilities and ‘CARE A3' for short term bank
facilities by CARE Ratings Limited on June 03, 2022, which was reaffirmed on March 03,
2023.
Dividend and Transfer to Reserves
In view of losses during the year under review, the Board of Directors
has not recommended any dividend on the Equity Shares of the Company. Accordingly, there
has been no transfer to general reserves.
As per the requirements of Regulation 43A of SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015 ("SEBI Listing Regulations"),
the Company has adopted a Dividend Distribution Policy which may be accessed on the
Company's website at the link:
https://www.shalimarpaints.com/uploads/Dividend_Distribution_Policy.pdf
Share Capital
During the year under review, the issued, subscribed and paid up Share
Capital of the Company as on March 31, 2023, remains unchanged at Rs.14.44 crores divided
into 7,22,16,926 equity shares of face value Rs. 2/- each.
Further, the Company has not issued any equity shares with differential
rights / sweat equity shares under Rule 4 & Rule 8 of the Companies (Share Capital and
Debentures) Rules, 2014, during the year under review.
Significant Events during the year under review / current year
The Company has from time to time during the year under review and
current year informed its stakeholders about the key developments that took place by
disseminating necessary information to the stock exchanges and through various other means
of communication, inter alia, including as under:
Issue of Warrants:
During the year under review, the Company has issued and allotted
1,14,94,252 warrants, each carrying a right to subscribe to 1 fully paid up equity share
of the Company having a face value of Rs. 2/-, at a price of Rs. 130.50 to Virtuous
Tradecorp Private Limited, a Promoter Group entity, JSL Limited, a Promoter Group entity
and Hella Infra Market Private Limited, not belonging to the promoter or promoter group of
the Company.
As per the terms of issue of aforesaid Warrants, the Company has
received 25% of the issue price at the time of allotment i.e. Rs. 37.50 Crores and balance
75% of the issue price will be received upon exercising the option of conversion of
Warrants into equity shares, which is due on or before 18 months from the date of
allotment of aforesaid Warrants. Each warrant is convertible into one equity share at the
option of the warrant holders.
The funds so raised by the Company through issue of aforesaid Warrants
have not been utilised till date.
Employees Stock Option Scheme
During the year under review, no shares have been offered by the
Company pursuant to Employee Stock Option Scheme, 2013 i.e. ‘ESOP 2013' of the
Company. A report as required under the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ("SEBI (SBEB & SE) Regulations") and as per the
provisions of section 62(1)(b) of the Companies Act, 2013 ("the Act") read with
Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and other applicable
Regulations is annexed as Annexure - I to this Report. Further, during the year under
review, with a view to motivate the employees seeking their contribution to the corporate
growth, to create a sense of ownership and participation amongst them, to attract new
talents and to retain them for ensuring sustained growth, a new Employees Stock Option
Scheme i.e. "Shalimar Paints Limited Employees Stock Option Scheme - 2022"
("SPL ESOP 2022") was implemented for which approval of shareholders of the
Company was received on September 29, 2022.
The Nomination and Remuneration Committee of the Board of Directors of
the Company, inter-alia, administers and monitors the Employees' Stock Option Schemes
of the Company in accordance with the SEBI (SBEB & SE) Regulations.
Subsequent to the year under review, under SPL ESOP 2022, the
Nomination and Remuneration Committee of the Company has granted 19,66,566 (Nineteen Lacs
Sixty Six Thousand Five Hundred Sixty Six) Stock Options to the eligible employees of the
Company till the date of this Report.
There is no other material change in the ESOP schemes of the Company
during the year.
Certificate from the Secretarial Auditors of the Company confirming
that Schemes have been implemented in accordance with the SEBI (SBEB & SE) Regulations
will be available for inspection by the members in the forthcoming Annual General Meeting
of the Company.
Transfer to Investor Education and Protection Fund
During the year under review, no amount was required to be transferred
by the Company to the Investor Education and Protection Fund.
Significant and material orders impacting the going concern status and
Company's operations in future
During the year under review, no significant and material orders were
passed by any regulator or court or tribunal which may impact the going concern status and
your Company's operations in future.
Further, during the year under review, there was no instance of one
time settlement with any bank or financial institution.
Subsidiaries
As on March 31, 2023, Your Company had two subsidiaries, viz. 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. The Company does not have any
associate and/or joint venture company.
The Company has formulated a Policy for determining material
subsidiaries which may be accessed on the Company's website at the link:
https://www.shalimarpaints.com/uploads/SPL_Material_Subsidiaries.pdf. As on March 31,
2023, the Company does not have any material subsidiary as per the provisions of
Regulation 16 of the SEBI Listing Regulations.
Financial Details of Subsidiaries
A separate statement containing the salient features of financial
statements of the Company's Subsidiaries in the prescribed Form AOC-1, annexed as
Annexure - II, forms part of the Annual Report and hence not repeated here for the sake of
brevity. This statement also provides details of performance and financial position of
each of the Subsidiaries.
The separate audited Financial Statements of the Subsidiaries shall be
kept open for inspection at the Company's Registered/ Corporate Office during working
hours for a period of 21 days before the date of the ensuing Annual General Meeting
("AGM") of the Company and are also available on the website of the Company at
https://www.shalimarpaints.com/investors-relations/financial-statements-of-subsidiary-companies
The same will also be made available upon request of any member of the Company who is
interested in obtaining the same.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company and its
Subsidiaries, prepared in terms of Section 129 of the Act, Regulation 33 of SEBI Listing
Regulations and in accordance with Ind AS 110 as specified in the Companies (Indian
Accounting Standards) Rules, 2015 ("Ind AS Rules") and provisions of Schedule
III to the Act, are attached herewith and the same together with Auditors' Report
thereon, forms part of the Annual Report.
Indian Accounting Standards, 2015
The annexed financial statements comply in all material aspects with
Indian Accounting Standards notified under Section 133 of the Act, Companies (Indian
Accounting Standards) Rules, 2015 and other relevant provisions of the Act.
Directors and Key Managerial Personnel i. Cessation of Directors:
During the year under review, Mr. Ashok Kumar Agarwal (DIN: 08154563) and Ms. Shruti
Srivastava (DIN: 08697973), Non-Executive Independent Directors, have ceased to be
directors of the Company w.e.f. August 11, 2022 and February 19, 2023, respectively.
Further, during the current year, Mr. Alok Perti (DIN: 00475747) has
ceased to be the Non-Executive Independent Director of the Company w.e.f. June 29, 2023
pursuant to completion of his second consecutive term as Non-Executive Independent
Director of the Company on June 29, 2023.
Your Directors place their sincere appreciation towards the invaluable
contributions, guidance and support received from them during their tenure as Director
towards the progress of the Company. ii. Appointment of Non-Executive Independent
Directors: During the year under review, the appointments of Mr. Sanjiv Garg (DIN:
00428757) and Ms. Shan Jain (DIN: 09661574), who were appointed as Non-Executive
Independent Directors by the Board of Directors, based on recommendation of Nomination and
Remuneration Committee ("NRC"), w.e.f. August 10, 2022 and February 13, 2023
respectively, were approved by the shareholders at the Annual General Meeting held on
September 29, 2022 and through postal ballot passed on May 10, 2023 respectively.
Further, during the current year, the Board of Directors, based on the
recommendation of NRC, has appointed Mr. Atul Rasiklal Desai (DIN: 01918187), as an
additional director (in the category of Non-Executive Independent Director) for a period
of three
(3) years
w.e.f. June 28, 2023, subject to the approval of the shareholders of
the Company. ii
i. Re-appointment of Executive Director: During the year under review,
based on recommendation of NRC, Mr. Ashok Kumar Gupta (DIN: 01722395) was re-appointed as
Managing Director by the Board of Directors in their meeting held on August 10, 2022 for a
period of three
(3) years
w.e.f. December 27, 2022, which was subsequently approved by the
shareholders at the AGM held on September 29, 2022.
iv. Director retiring by rotation: In accordance with the provisions of
Section 152 of the Act and the Articles of Association of the Company, Mr. Abhyuday Jindal
(DIN: 07290474), Non-Executive Non-Independent Director of the Company is liable to retire
by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment
as director.
v. Profile of Directors seeking appointment / re-appointment: The brief
resume of the Directors seeking appointment / re-appointment along with other details as
stipulated under Regulation 36
(3) of the SEBI Listing Regulations and Secretarial Standards issued by
The Institute of Company Secretaries of India, are provided in the Notice convening the
ensuing AGM of the Company. v
i. Declaration by Independent Directors: Your Company has received
declarations from all the Independent Directors of the Company confirming that they meet
the criteria of independence provided in Section 149
(6) of the Act and Regulation 16 of the SEBI Listing Regulations and
there has been no change in the circumstances which may affect their status as Independent
director during the year under review. The Independent Directors have also confirmed that
they have complied with the Company's Code of Conduct for Board Members and Senior
Management. Further, all the Directors have also confirmed that they are not debarred to
act as a Director by virtue of any SEBI order or any other authority. vi
i. Statement regarding opinion of the Board with regard to integrity,
expertise and experience (including the proficiency) of the Independent Directors
appointed during the year: In the opinion of the Board, the Independent Directors possess
the attributes of integrity, expertise and experience as required to be disclosed under
Rule 8
(5)(iiia) of the Companies (Accounts) Rules, 2014 (as amended). vii
i. Registration in Independent Directors' Data Bank: The Company
has received confirmation from all the Independent Directors that they have registered
themselves in the Independent Director's Data Bank of Indian Institute of Corporate
Affairs at Manesar in compliance with the provisions of sub-rule
(1) of rule 6 of Companies (Appointment and Qualification of Directors)
Rules, 2014.
i
x. Cessation and appointment of Key Managerial Personnel: During the
current year, Mr. Mohit Kumar Donter, Chief Financial Officer has resigned from the
services of the Company
w.e.f. close of business hours of June 30, 2023. The Board of Directors
on the recommendation of NRC has appointed Mr. Davinder Dogra as the Chief Financial
Officer of the Company
w.e.f. July 01, 2023.
Your Directors recommend appointment/re-appointment of the above said
directors in the ensuing AGM.
Apart from the above, there is no other change in the directors and Key
Managerial Personnel ("KMP") during the year under review and thereafter.
Board Evaluation
In compliance with the applicable provisions of the Act and SEBI
Listing Regulations, the Board of Directors on recommendation of the NRC had 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.
An annual performance evaluation of all Directors, the Committees of
the Board and the Board as a whole was carried out during the year under review. For the
purpose of carrying out performance evaluation, assessment questionnaires were circulated
to all Directors and their feedback was obtained and recorded. The Board of Directors has
expressed its satisfaction with the evaluation process.
Public Deposits
During the year under review, your Company has not invited or accepted
any deposits from the public/members pursuant to the provisions of Sections 73 and 76 of
the Act read with Companies (Acceptance of Deposits) Rules, 2014 and therefore, no amount
of principal or interest was outstanding in respect of deposits from the Public as at the
beginning and end of the Financial Year 2022-23.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings & Outgo
The particulars regarding conservation of energy, technology absorption
and foreign exchange earnings & outgo, as required under Section 134 of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014 ("Accounts Rules") are given
in Annexure - III hereto and forms part of this Report.
Auditors and Audit Reports i) Statutory Auditors and Audit Report:
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s.
Walker Chandiok & Co. LLP, Chartered Accountants (Regn. No. 001076N/N500013), were
appointed by the members at the 120th AGM of the Company held on September 29,
2022, as Statutory Auditors of the Company, for a period of five (5) consecutive years
till the conclusion of the 125th AGM of the Company.
M/s. Walker Chandiok & Co. LLP has confirmed that they are not
disqualified from continuing as Statutory Auditors of the Company. The Auditors'
Report does not contain any qualification, reservation or adverse remark on the financial
statements for the year ended March 31, 2023. The management response to the
observations/comments contained in the Auditors' Report and Annexure thereto has been
suitably given in the respective Notes to the Financial Statements referred to therein.
Further, the Key Audit Matter as contained in the Auditors' Report
on the Standalone Financial Statements is also mentioned as Key Audit Matter in the
Auditors' Report on the Consolidated Financial Statements in similar manner. The
management response thereto has been suitably given in the respective Notes to the
Financial Statements referred to therein.
The Notes to financial statements and other observations, if any, in
the Auditors' Report are self-explanatory and therefore, do not call for any further
comments.
During the financial year 2022-23, the Statutory Auditors have not
reported any incident related to fraud to the Audit Committee or the Board under Section
143(12) of the Act, therefore no detail is required to be disclosed under Section
134(3)(ca) of the Act. ii) Secretarial Auditors and Secretarial Audit Report: Pursuant to
the provisions of Section 204 of the Act read with Rule 9 of the Managerial Personnel
Rules, the Board of Directors had appointed M/s. NSP & Associates, Practicing Company
Secretaries to conduct Secretarial Audit of the Company for the financial year 2022-23.
The Secretarial Audit Report issued by them is annexed as Annexure - IV to this Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
During the financial year 2022-23, the Secretarial 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.
In addition to the above and in compliance with SEBI Circular No.
CIR/CFD/CMD/1/27/2019 dated February 08, 2019, a report on secretarial compliance issued
by M/s. NSP & Associates, Practicing Company Secretaries for the year ended March 31,
2023 has been submitted to stock exchanges. The same is available on the website of the
Company at https://www.shalimarpaints.com/investors-relations/corporate-announcements The
Board of Directors, upon the recommendation of the Audit Committee, at their meeting held
on August 11, 2023 has appointed M/s. MAKS & Co., Practicing Company Secretaries, as
Secretarial Auditors, for conducting Secretarial Audit of the Company for the financial
year 2023-24. iii) Cost Auditors and Audit Report: Pursuant to Section 148
(1) of the Act, for the financial year 2023-24, the Company is required
to maintain cost records as specified by the Central Government. In accordance with the
provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit)
Rules, 2014, your Company is required to get its cost accounting records audited by a Cost
Auditor. The Board of Directors, upon the recommendation of the Audit Committee, has
appointed M/s. Sanjay Gupta & Associates, Cost Accountants, for this purpose for the
financial year 2023-24.
The remuneration payable to the Cost Auditors for the financial year
2023-24, as recommended by the Audit Committee and approved by the Board, shall be placed
for ratification by members at the ensuing AGM in terms of Section 148 of the Act read
with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.
Risk Management
Risk management is integral to your Company's strategy and for the
achievement of our long-term goals. Our success as an organization depends on our ability
to identify and leverage the opportunities while managing the risks. Your Company has
developed and implemented comprehensive risk assessment and mitigation procedures as laid
down in the Company's Risk Management Policy duly approved by the Board. The Risk
Management Policy of the Company is available on the Company's website at the link:
https://www.shalimarpaints.com/uploads/Risk-Management-Policy.pdf Pursuant to Regulation
21 of SEBI Listing Regulations, the Board of Directors had constituted a Risk Management
Committee. The purpose of Risk Management Committee is to assist the Board in fulfilling
its responsibilities with regard to the identification, evaluation and mitigation of
operational, strategic and environmental risks. It involves identifying potential events
that may affect the Company, reviewing all risks, finalizing the risk document and
formulating strategy to manage these events while ensuring that the risk exposure remains
at the defined appropriate levels. The details of the composition and terms of reference
of the Risk Management Committee are given in the Corporate Governance Report, forming
integral part of Annual Report.
There are no risks identified by the Board which may threaten the
existence of the Company. The detailed Risk Review is provided in the Management
Discussion and Analysis Report, forming integral part of Annual Report.
Internal Financial Controls
Your Company has in place adequate internal financial controls
commensurate to the size and nature of its business. The Company has policies and
procedures in place for ensuring orderly and efficient conduct of its business and
operations including adherence to the Company's policies, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy and completeness of the accounting
records and timely preparation of reliable financial information. The internal financial
controls operate effectively and no material weakness exists. The Company has a process in
place to continuously monitor the same and identify gaps, if any, and implement new and /
or improved controls whenever the effect of such gaps have a material effect on the
Company's operations.
Board Meetings
The Board of Directors met four (4) times during the financial year
2022-23. The intervening gap between two Board Meetings was within the maximum period
prescribed under the Act. The details of Board Meetings and the attendance of the
Directors are provided in the Corporate Governance Report forming part of the Annual
Report.
Audit Committee
The Composition of the Audit Committee along with the details of
meetings held during the financial year 2022-23 and attendance of Committee members at the
said meetings, have been provided in the Corporate Governance Report, forming part of the
Annual Report. All the recommendations made by the Audit Committee during the financial
year 2022-23 were accepted by the Board.
Nomination and Remuneration Policy
Pursuant to the provisions of Section 178(3) of the Act, Regulation
19(4) of SEBI Listing Regulations and as per the recommendations of NRC, the Board has
adopted a policy for appointment and remuneration of the Directors, Key Managerial
Personnel, Senior Management Personnel and other employees of the Company. The
compensation and packages of the aforesaid persons are designed in terms of remuneration
policy framed by the NRC. The remuneration policy of your Company may be accessed on the
Company's website at the link:
https://www.shalimarpaints.com/uploads/Nomination_and_Remuneration_Policy.pdf.
Weblink of Annual Return
As required pursuant to Section 134 and 92(3) of the Act, the Annual
Return of the Company for the financial year ended on March 31, 2023 is available on the
Company's website and can be viewed at:
https://www.shalimarpaints.com/investors-relations/annual-returns
Related Party Transactions
All contracts/arrangements/transactions entered by the Company with
Related Parties during the year under review were in ordinary course of Business and at
arm's length basis. As per the provisions of Section 177 of the Act and Rules made
thereunder read with Regulation 23 of the SEBI Listing Regulations, your Company had
obtained approval of the Audit Committee under omnibus approval route and / or under
specific agenda items for entering into such transactions.
The Company has not entered into any material related party
transactions during the year under review. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in the prescribed Form AOC-2 is not applicable.
Your Directors draw attention of the members to notes to the financial
statements which inter-alia set out related party disclosures. As per the provisions of
the Section 188 of the Act and Regulation 23 of SEBI Listing Regulations, your Company has
formulated a policy on Related Party Transactions which is available on Company's
website at the link https://www.shalimarpaints.com/uploads/Related-Party-Policy.pdf The
policy intends to ensure that proper reporting, approval and disclosure processes are in
place for all transactions between the Company and the Related Parties.
Particulars of Employees and Related disclosures
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 ("Managerial Personnel Rules")
are provided in the prescribed format and annexed herewith as Annexure - V to this Report.
The statement containing particulars of employees as required under
Section 197(12) of the Act read with Rule 5(2) & (3) of the Managerial Personnel
Rules, is provided in a separate annexure forming part of this Report. Having regard to
the provisions of the second proviso to Section 136(1) of the Act, the Annual Report
excluding the aforesaid information is being sent to the members of the Company. The said
information is available for inspection at the Registered/Corporate Office of the Company
during working hours till the date of AGM and any member interested in obtaining such
information may write to the Secretarial Department of the Company and the same will be
furnished on request.
Particulars of Loans, Guarantees or Investments
The Company has made investments or extended loans to its wholly owned
subsidiaries for their business purposes. The particulars of loans and guarantees given,
security provided and investments made, if any, covered under the provisions of Section
186 of the Act have been disclosed in the notes to the Financial Statements forming part
of the Annual Report.
Material changes and commitments, if any, affecting the financial
position of the Company
As required under Section 134(3) of the Act, the Board of Directors
inform the members that during the year under review, there have been no material changes,
except as disclosed elsewhere in the Annual Report: in the nature of Company's
business; in the Company's subsidiaries or in the nature of business carried out by
them; and in the classes of business in which the Company has an interest.
Further, except as disclosed elsewhere in the Annual Report, there have
been no material changes and commitments which can affect the financial position of the
Company between the end of the financial year and the date of this Report.
Secretarial Standards
The Directors state that applicable Secretarial Standards, i.e., SS-1
and SS-2, issued by The Institute of Company Secretaries of India relating to
‘Meetings of the Board of Directors' and ‘General Meetings',
respectively have been duly followed by the Company, during the year under review.
Directors' Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Act with
respect to directors' responsibility statement, it is hereby confirmed that: a) in
the preparation of the annual accounts for the financial year ended March 31, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to 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 as at March 31,
2023 and of the loss of the Company for the year ended March 31, 2023; c) the directors
have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the 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 were 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.
Listing on Stock Exchanges
The Equity Shares of the Company continue to be listed on BSE Limited
and National Stock Exchange of India Limited. The requisite annual listing fees for the
financial year 2023-24 have been paid to these Exchanges. The addresses of these Stock
Exchanges and other information for shareholders are given in the Corporate Governance
Report as contained in the Annual Report.
Report on Corporate Governance
Your Company strive to maintain the high standards of transparency and
Corporate Governance. The report on Corporate Governance for the year under review, as
stipulated under Regulation 34 read with Schedule V of SEBI Listing Regulations is
presented in a separate section and forms an integral part of the Annual Report. The
certificate from the Practicing Company Secretary confirming compliance with the
conditions of Corporate Governance is attached thereto and forms part of the Annual
Report.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the financial year
2022-23, as required pursuant to Regulation 34 read with Schedule V of SEBI Listing
Regulations, is presented in a separate section and forms an integral part of the Annual
Report. It speaks about the overall industry structure, global and domestic economic
scenarios, developments in business operations/ performance of the Company's various
businesses viz., decorative business, international operations, industrial and home
improvement business, internal controls and their adequacy, risk management systems and
other material developments during the financial year 2022-23.
Business Responsibility and Sustainability Report
SEBI vide its notification dated May 05, 2021, had made it mandatory to
publish a Business Responsibility and Sustainability Report ("BRSR") by the top
1000 listed companies based on market capitalization replacing Business Responsibility
Report in their Annual Report in terms of Regulation 34(2)(f) of the SEBI Listing
Regulations with the Stock Exchanges w.e.f. FY 2022-23. The BRSR requires disclosure on
the Company's performance against the nine principles of the National Guidelines on
Responsible Business Conduct. The BRSR for the financial year 2022-23, as required
pursuant to Regulation 34 of SEBI Listing Regulations, describing the initiatives taken by
the Company from an environmental, social and governance perspective, can be viewed on the
Company's website at:
https://www.shalimarpaints.com/investors-relations/annual-reports and forms an integral
part of the Annual Report.
The policies referred in the above said report can be viewed on the
Company's website at:
https://www.shalimarpaints.com/investors-relations/corporate-governance
Inter-Se Promoter Transfer
During the year under review, Mr. Prithavi Raj Jindal, member of the
promoter group of the Company has transferred 85,500 equity shares of the Company
representing 0.12% of the equity share capital of the Company on November 23, 2022 to Ms.
Arti Jindal, member of the promoter group of the Company. The details of the transfer are
set out below:
. Name of Transferor / Transferee |
Category |
No. of Shares |
1. Mr. Prithavi Raj Jindal (Transferor) |
Promoter Group |
85,500 |
2. Ms. Arti Jindal (Transferee) |
Promoter Group |
85,500 |
All the necessary disclosures in regard to the aforesaid transfer as
required under SEBI Takeover Regulations, SEBI (Prohibition of Insider Trading)
Regulations, 2015 and other applicable provisions have been intimated to the Stock
Exchanges.
Corporate Social Responsibility
Shalimar has been an early adopter of Corporate Social Responsibility
("CSR") initiatives. Your Company's overarching aspiration to create
significant and sustainable societal value is manifest in its CSR initiatives. CSR is
traditionally driven by a moral obligation and philanthropic spirit. Through CSR there is
a formation of a dynamic relationship between Company on one hand and the society and
environment on the other. However, as there were no profits in terms of the provisions of
Section 198 of the Act during last three financial years, the Company was not required
under Section 135 of the Act, to incur expenditure on CSR during the financial year
2022-23.
The CSR Committee has formulated and recommended to the Board, a CSR
Policy indicating the focus areas of Company's CSR activities. The CSR Policy of the
Company is available on the Company's website at the link:
https://www.shalimarpaints.com/uploads/Corporate_Social_Responsibility_Policy.pdf The
details of the composition and terms of reference of the CSR Committee are given in the
Corporate Governance Report, forming part of the Annual Report. The Annual Report on CSR
Activities (including the details of the development and implementation of the CSR Policy)
as prescribed under Section 135 of the Act and the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is attached as Annexure - VI to this Report.
Vigil Mechanism/ Whistle Blower Policy
Pursuant to the provisions of Section 177(9) of the Act read with Rule
7 of the Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 22 of SEBI
Listing Regulations and Regulation 9A of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, your Company has a Vigil Mechanism /
Whistle Blower Policy for directors, employees and business associates to report genuine
concerns regarding any unethical behavior or wrongful conduct and to enable employees to
report instances of leak of unpublished price sensitive information. This Policy is
available on the website of the Company and can be accessed at
https://www.shalimarpaints.com/uploads/Whistle_Blower_Policy.pdf The Policy provides for
adequate safeguards against victimization of whistle blower who avail of the mechanism and
also provides for direct access to the Chairman of the Audit Committee in exceptional
cases.
Your Company hereby affirms that no director / employee has been denied
access to the Chairman of the Audit Committee and that no complaint has been received
during the year under review.
Policy on Prevention of Sexual Harassment at Workplace
To foster a positive workplace environment free from harassment of any
nature, your Company has in place a Policy on prevention of sexual harassment at workplace
in line with the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The Policy aims
at prevention of harassment of women employees and guarantees non-retaliation to
complainants. Your Company has complied with the provisions relating to constitution of
Internal Committee under the POSH Act for dealing with the complaint, if any, relating to
sexual harassment of women at workplace.
Further, in terms of the provisions of the SEBI Listing Regulations,
the details in relation to the POSH Act, for the financial year ended on March 31, 2023
are as under: a) Number of complaints pertaining to sexual harassment filed during the
financial year: NIL b) Number of complaints pertaining to sexual harassment disposed off
during the financial year: NIL c) Number of complaints pertaining to sexual harassment
pending as at the end of the financial year: NIL
Insolvency and Bankruptcy Code, 2016
During the year under review, no application has been admitted against
the Company under Insolvency and Bankruptcy Code, 2016.
Green initiatives
Electronic copies of the Annual Report 2022-23 and the notice of the
121st Annual General Meeting are being sent to all members whose email
addresses are registered with the Company/ depository participant(s). The Members holding
shares in physical form who have not registered their email addresses with the Company and
who wish to receive the Annual Report for the year 2022-23 can now register their e-mail
addresses with the Company. For this purpose they can send scanned copy of signed request
letter mentioning folio number, complete address and the email address to be registered
along with self-attested copy of the PAN Card and any document supporting the registered
address of the Member, by email to the Company at askus@shalimarpaints.com.
Acknowledgements
Your Directors wish to express their grateful appreciation for the
valuable support and co-operation received from the shareholders, investors, financial
institutions, banks/other lenders, customers, vendors and other business associates during
the year. Your Directors also place on record their appreciation for the contribution made
by our employees at all levels. Our continuous operation has been made possible due to
their hard work, solidarity, cooperation and support. Your Directors would also like to
express their gratitude to the Government of India and government agencies for their
support and look forward to their continued support in the future.
|
For and on behalf of the
Board of Directors |
|
Ashok Kumar Gupta |
Vijay Kumar Sharma |
Dated: August 11, 2023 |
Managing Director |
Director |
Place: Gurugram |
DIN: 01722395 |
DIN : 01468701 |
|