ANNUAL REPORT 2014-15

CONTENTS

Chairmans Message

01

Whole-time Directors Message

02

Decorative Paints

03

Industrial Paints

04

Board of Directors

05

Corporate Information

06

Notice

07

Boards Report

16

Report on Corporate Governance

44

Standalone Financial Statements

56

Consolidated Financial Statements

78

Attendance Slip and Proxy

CHAIRMAN'S

MESSAGE

Girish Jhunjhnuwala

Chairman

Analysis of the key drivers and challenges of paint industry indicate that the growth in
real-estate construction & automotive-industry coupled with growth in disposable
income & increased government expenditure on infrastructure had a positive impact on
the paint industry. Low per capita consumption of paints in India also provides avenue for
further growth in this sector. However, the industry is also facing a few challenges like rise
in input prices in the first half of the year and stringent environmental regulations.
Shalimar's century old foundation and expertise in making high quality paints and
coatings makes it withstand the tests of time. With all the change initiatives that we have
been taking in the last year, today your company is structurally stronger than ever before
to become a leading player in the Indian paint industry.
In order to expand the company's current product portfolio, five new products were
successfully launched in the decorative segment namely No.1 Silk, Master acrylic
emulsion, No. 1 Primer, Super Shaktiman and Shakti Primer.
In the industrial segment also, a few new product categories were added during the year
namely Single coat primer-cum-finish, Epoxy based DTM coating, Solvent Free Epoxy
Coating, Bitumen coating for potable water application, Surface tolerant (self-priming)
anti-corrosive coating, Zinc Silicate fast drying primer and Coating system for LPG
cylinders.
With a clear vision for the future substantiated with elaborate planning, the company is
now poised to traverse the growth trajectory in the near future.
We continue to stay committed to our rich legacy of making paints that add value to our
customer's lives.
I thank you all for your unwavering support in our journey.
Best regards

ANNUAL REPORT 2014-15

01

Whole-time
DIRECTOR'S

MESSAGE

Surender Kumar

02

Director
Surender Kumar Whole-time
and COO & CFO

DECORATIVE

PAINTS
NEW LAUNCHES

Interior Emulsions

A water-based acrylic emulsion offering smooth matt finish with higher opacity
and excellent coverage. Designed for fast drying and quick recoatability,
makes it a quality emulsion paint. It also has long lasting durability.

Exterior Emulsions

ANNUAL REPORT 2014-15

03

INDUSTRIAL

PAINTS
Designed for application on steel & concrete structures, the
unique chemical formulation of our coating is carefully
engineered for optimum protection in harsh environments,
ensuring maximum corrosion protection.

04

BOARD OF

DIRECTORS
Chairman

Surender Kumar

ANNUAL REPORT 2014-15

05

06

Notice
SHALIMAR PAINTS LIMITED
CIN:L24222WB1902PLC001540
Registered Office: Goaberia, P.O.: Danesh Shaikh Lane, Howrah - 711 109
Phone: 033-2644-3201; Fax: 033-2644-3540; E-mail Id : [email protected]
Website: www.shalimarpaints.com

Notice of the Annual General Meeting

NOTICE is hereby given that the 113th Annual General Meeting of the Company will be held on Monday, 28th day of
September, 2015 at 12.00 Noon, at The Lake Land Country Club, Kona Expressway, P.O.: Munshidanga, P.S.: Domjur, Howrah
- 711403, to transact the following business:
ORDINARY BUSINESS:
1.

To receive, consider and adopt the Audited Financial Statements for the year ended 31st March, 2015 and the Reports of
the Board and Auditors thereon.

2.

To appoint a Director in place of Mr. Girish Jhunjhnuwala (DIN 01093551), who retires by rotation and being eligible,
offers himself for re-appointment.

3.

To appoint Auditors and to fix their remuneration and to pass with or without modification the following resolution, as an
Ordinary Resolution :
RESOLVED THAT pursuant to the provisions of Section 139(2) of the Companies Act, 2013, Messrs Chaturvedi &
Partners, Chartered Accountants (Firm Registration No. 307068E), be and are hereby re-appointed as Auditors of the
Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting
and that the Board of Directors of the Company be and is hereby authorised to fix the remuneration payable to the
Auditors.

SPECIAL BUSINESS:
To consider and if thought fit, to pass with or without modification(s), the following Resolutions:
4.

As an Ordinary Resolution:
RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions, if any, of the
Companies Act, 2013 and the Rules made thereunder (including any statutory modification or re-enactment thereof for
the time being in force and as amended from time to time), Mr. Surender Kumar (DIN: 00510137) who was appointed as
an Additional Director on the Board of Directors of the Company on 30th May, 2015 to hold office up to the date of the
113th Annual General Meeting of the Company pursuant to the provisions of Section 161 of the Companies Act, 2013 and
Rules framed thereunder, be and is hereby appointed as a Director of the Company, whose period of office would be
liable to be determined by retirement of Directors by rotation.

5.

As a Special Resolution:
RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration Committee and approval of the
Board and subject to the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act,
2013 and the rules made thereunder (including any statutory modification or re-enactment thereof) read with Schedule
V of the Companies Act, 2013, (hereinafter referred to as the Act) and subject to the approval of the Central
Government, consent of the members of the Company be and is hereby accorded to the appointment of Mr. Surender
Kumar, as Whole-time Director of the Company designated as Whole-time Director and Chief Operating Officer (COO)
& Chief Financial Officer (CFO) for a period of three years effective from 30th May 2015, upon the following terms and
conditions including the remuneration:
(I)

Salary & Allowances:

(a)

Basic Salary: ` 2,25,000/- per month.

(b)

House Rent Allowance: ` 1,12,500/- per month.

(c)

Special / Flexible Allowances: ` 2,49,677/- per month.

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07

Notice (Contd.)
(II)

Performance Linked Variable Pay: ` 15,00,000/-per annum.

(III) Superannuation Benefits :

(a)

Contribution to Provident Fund as per the rules of the Company.

b)

Gratuity as per the rules of the Company.

(IV) Employees Stock Options as per the policy and ESOP scheme of the Company.
(V)

Mr. Surender Kumar shall not be paid any sitting fees for attending the meetings of the Board of Directors or
committees thereof.

(VI) In the event of loss or inadequacy of profits in any financial year during the period of his appointment, Mr. Surender
Kumar shall be paid the above mentioned remuneration by way of salary, allowances and performance linked
variable pay, subject to the provisions of Schedule V to the Companies Act, 2013 and subject to requisite approval of
the Central Government.
RESOLVED FURTHER THAT subject to the approval of Central Government, the Nomination and Remuneration
Committee of the Board of Directors of the Company be and is hereby authorised to alter, vary, increase or decrease the
remuneration of Mr. Surender Kumar, from time to time, within the overall limits, as may be approved by the Central
Government, during the tenure of Mr. Kumar as a Whole-time Director of the Company.

By order of the Board

For SHALIMAR PAINTS LIMITED
Place: New Delhi
Dated: 20th July, 2015

Bernadette Dominic
Company Secretary
Membership No.A31629

Notes:1.

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (AGM) IS ENTITLED TO APPOINT A
PROXY / PROXIES TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF / HERSELF AND SUCH PROXY / PROXIES
NEED NOT BE A MEMBER OF THE COMPANY.
A person can act as proxy on behalf of members not exceeding fifty and holding in aggregate not more than 10% of the
total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of
the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any
other person or shareholder.

08

2.

The instrument of proxy/proxies in order to be effective must be deposited at the Registered Office of the Company at
Goaberia, P.O.: Danesh Shaikh Lane, Howrah - 711 109, duly completed and signed, not less than 48 hours before the
time fixed for the meeting or adjourned meeting at which the person named in the instrument proposes to vote. Proxies
submitted on behalf of limited companies, societies, partnership firms, etc. must be supported by appropriate
resolution/authority as applicable.

3.

Information regarding particulars of the Director to be appointed and the Director seeking re-appointment requiring
disclosure in terms of the Secretarial Standard 2, Listing Agreement and the Explanatory Statement pursuant to Section
102 of the Companies Act, 2013, are annexed hereto.

4.

Members having any question on financial statements or on any agenda item proposed in the Notice of AGM are
requested to send their queries at least 10 days prior to the date of AGM of the Company at its registered office address,
so that the information can be made available at the meeting.

5.

Members / Proxy holders are requested to produce their admission slips at the entrance of the meeting hall.

Notice (Contd.)
6.

Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID numbers for easy
verification of attendance at the Meeting.

7.

The register of members and share transfer books of the Company will remain closed from Wednesday, 23rd
September, 2015 to Monday, 28th September, 2015 (both days inclusive), in accordance with the provisions of the
Companies Act, 2013 and the Listing Agreement with the Stock Exchanges, where the equity shares of the Company are
listed, for the purpose of AGM.

8.

The Company has changed its Registrar and Share Transfer Agent from MCS Limited to MCS Share Transfer Agent Ltd.
having its office at 12/1/5, Manoharpukur Road, Kolkata -700026, West Bengal.

9.

In accordance with the provisions of Section 205A of the Companies Act, 1956, the amount of unclaimed dividend upto
the financial year ended 30th June, 1994, have been transferred to the General Revenue Account of the Central
Government. Members who have not encashed their dividend warrant(s) for those years, are advised to claim the same
from the Registrar of Companies, West Bengal, 234/4 Acharya Jagdish Chandra Bose Road, Kolkata 700 020.
Dividend for the financial years ended 30th June, 1995 to 31st March, 2007 which remained unpaid or unclaimed for
seven years, have been transferred to the Investors Education and Protection Fund of the Central Government pursuant
to the amended provisions of Section 205A of the Companies Act, 1956.
Dividend for the financial year ended 31st March, 2008, which remains unpaid or unclaimed, will be due for transfer to
the Investors Education and Protection Fund of the Central Government on 1st September, 2015 pursuant to the
amended provisions of Section 205A of the Companies Act, 1956. It may be noted that once the unclaimed dividend
amount is transferred to the Fund, the same cannot be claimed by the Members there from. Members who have not yet
encashed their dividend warrant(s) for the financial year ended 31st March, 2008 onwards are requested to claim the
same from the Company's Registrar and Share Transfer Agents, Messrs. MCS Share Transfer Agent Ltd. The folio-wise
details of amount of unpaid dividend for the financial year ended 31st March, 2008 onwards are available on the
Company's website www.shalimarpaints.com as well as on the website of Ministry of Corporate of Affairs
www.iepf.gov.in.
During the year ended 31st March, 2015, the Company has deposited a sum of Rs.2,87,310 (Rupees two lakh eightyseven thousand three hundred ten only) to the Investor Education and Protection Fund of the Central Government, on
account of unclaimed/unpaid dividend for the financial year 2006-07.

10. As a measure towards Green Initiative, it is proposed that documents like Notices of Meetings, Annual Reports, Board
Report and Auditors' Report and other shareholder communications will be sent electronically to the email address
provided by the shareholders and / or made available to the Company by the Depositories viz., NSDL / CDSL.
Shareholders holding the shares in dematerialized form are requested to keep their Depository Participant (DP)
informed and updated of any change in their email address. For shares held in physical form, shareholders can register
their email address by sending a duly signed letter mentioning their name(s), folio no(s). and email address to the
Company's Registrar & Transfer Agent, Messrs MCS Share Transfer Agent Ltd.
11. Members, who are holding shares in physical form are requested to address all correspondence concerning
registration of transfers, transmissions, sub-division, consolidation of shares or any other share related matters and /
or change in address or updation thereof to MCS Share Transfer Agent Ltd. (Company's RTA). Members, whose
shareholding is in electronic format are requested to direct change of address notifications, registration of e-mail
address and updation of bank account details to their respective DPs.
12. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN)
by every participant in securities market. Members holding shares in electronic form are, therefore, requested to
submit the PAN to their Depository Participants (DPs) with whom they are maintaining their demat accounts. Members
holding shares in physical form can submit their PAN details to the Company/ Company's RTA.
13. Under the provisions of Section 72 of the Companies Act, 2013, shareholder(s) is/are entitled to nominate in the
prescribed manner, a person to whom his/her/their shares in the Company, shall vest after his/her/their lifetime.
Members who are holding shares in physical form and are interested in availing this nomination facility are requested to
write to the Company or to the Company's Registrar and Share Transfer Agent.

ANNUAL REPORT 2014-15

09

Notice (Contd.)
14. Corporate members intending to send their authorised representative(s) to attend the meeting are requested to send to
the Company a certified copy of the Board Resolution authorising their representative(s) to attend and vote on their
behalf at the meeting.
15. The copy of Annual Report along with the notice of 113th Annual General Meeting inter alia, indicating the process and
manner of e-voting, Attendance Slip and Proxy Form etc. are being sent to the members through e-mail who have
registered their email ids with the Company / depository participant (DPs)/Company's Registrar and Transfer Agent
(RTA).
Members are requested to update their preferred e-mail ids with the Company / DPs/RTA which will be used for the
purpose of future communications.
Members whose e-mail id is not registered with the Company are being sent physical copies of the Annual Report along
with the Notice of 113th Annual General Meeting inter alia, indicating the process and manner of e-voting, Attendance
Slip and Proxy Form etc. at their registered address through permitted mode.
Members whose e-mail ids are registered with the Company and who wish to receive printed copy of the Annual Report
may send their request to the Company/ Company's RTA.
Copy of annual report along with the notice of 113th Annual General Meeting inter alia, indicating the process and
manner of e-voting, Attendance Slip and Proxy Form etc. will also be available on the Company's website
www.shalimarpaints.com. Members may write to us at [email protected], if they have any queries or require
communication in physical form in addition to electronic communication.
16. The Register of Directors and Key Managerial Personnel and their shareholding, Register of Contracts or
Arrangements in which Directors are interested will be available for inspection at the venue of the meeting.
17. The notice of AGM is being sent to those members / beneficial owners whose name will appear in the register of
members / list of beneficiaries received from the depositories as on Friday, 21st August, 2015.
18. In compliance with the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 and
the Companies (Management and Administration) Rules, 2014, as amended and Clause 35B of the Listing Agreement,
the Company is pleased to provide to its members facility to exercise their right to vote on resolutions proposed to be
passed in the Meeting by electronic means and the business may be transacted through remote e-voting services. The
members may cast their votes using an electronic voting system from a place other than the venue of the Meeting
(remote e- voting).
19. Since the Company is providing the facility of remote e-voting to the shareholders, there shall be no voting by show of
hands at the AGM. The facility for ballot / polling paper shall be made available at the Meeting and the members
attending the Meeting who have not casted their vote by remote e-voting shall be able to vote at the Meeting through
ballot / polling paper.
20. The shareholders can opt for only one mode of voting i.e. remote e-voting or physical polling at the meeting. In case of
voting by both the modes, vote cast through remote e-voting will be considered final and voting through physical ballot
will not be considered. The members who have cast their vote by remote e-voting may also attend the Meeting.
21. The Company has engaged the services of Central Depositories Services India Limited (CDSL) as the Agency to provide
e-voting facility.
22. Mr. Pawan Kumar Sarawagi of Messrs. P. Sarawagi & Associates, Company Secretaries, Kolkata (Membership No: 3381,
C.P. No. 4882), as Scrutinizer to scrutinize the physical voting and remote e-voting process in a fair and transparent
manner and he has communicated his willingness to be appointed and will be available for same purpose.
23. The Voting rights of Members for e-voting and for physical voting at the meeting shall be in proportion to the paid up
value of their shares in the equity share capital of the Company as on the cut-off date i.e. Tuesday, 22nd September,
2015.
24. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the
depositories as on the cut-off date i.e. Tuesday, 22nd September, 2015 shall only be entitled to avail the facility of remote
e-voting / physical voting.

10

Notice (Contd.)
25. Voting through Electronic means:
The instructions for shareholders voting electronically are as under:
(i)

The e-voting period commences on Friday, 25th September, 2015 (9:00 A.M. (IST)) and ends on Sunday,
27th September, 2015 (05:00 P.M.(IST)). During this period, shareholders of the Company holding shares either in
physical form or in dematerialized form, as on the cut-off date, i.e. Tuesday, 22nd September, 2015, may cast their
vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii)

Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders.
(v)

Now Enter your User ID

a.

For CDSL: 16 digits beneficiary ID,

b.

For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c.

Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi)

Next enter the Image Verification as displayed and Click on Login.

(vii)

If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting
of any company, then your existing password is to be used.

(viii)

If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN

Dividend
Bank Details
OR
Date of Birth
(DOB)

Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for
both demat shareholders as well as physical shareholders)
l

Members who have not updated their PAN with the Company/Depository Participant are
requested to use the first two letters of their name and the 8 digits of the sequence
number in the PAN field.

In case the sequence number is less than 8 digits enter the applicable number of 0's
before the number after the first two characters of the name in CAPITAL letters. Eg. If
your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the
PAN field.

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your
demat account or in the company records in order to login.
If both the details are not recorded with the depository or company please enter the member
id / folio number in the Dividend Bank details field as mentioned in instruction (v).

(ix)

After entering these details appropriately, click on SUBMIT tab.

(x)

Members holding shares in physical form will then directly reach the Company selection screen. However,
members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to
mandatorily enter their login password in the new password field. Kindly note that this password is to be also used
by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided
that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password
with any other person and take utmost care to keep your password confidential.

(xi)

For Members holding shares in physical form, the details can be used only for e-voting on the resolutions
contained in this Notice.

(xii)

Click on the EVSN for 'Shalimar Paints Limited' on which you choose to vote.

ANNUAL REPORT 2014-15

11

Notice (Contd.)
(xiii)

On the voting page, you will see RESOLUTION DESCRIPTION and against the same the option YES/NO for
voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option
NO implies that you dissent to the Resolution.

(xiv)

Click on the RESOLUTIONS FILE LINK if you wish to view the entire Resolution details.

(xv)

After selecting the resolution you have decided to vote on, click on SUBMIT. A confirmation box will be
displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and
accordingly modify your vote.

(xvi)

Once you CONFIRM your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take out print of the voting done by you by clicking on Click here to print option on the Voting page.
(xviii) If Demat account holder has forgotten the password then Enter the User ID and the image verification code and
click on Forgot Password & enter the details as prompted by the system.
(xix)

Note for Non Individual Shareholders and Custodians

l

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on
to www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
[email protected].

After receiving the login details a compliance user should be created using the admin login and password.
The Compliance user would be able to link the account(s) for which they wish to vote on.

The list of accounts should be mailed to [email protected] and on approval of the accounts
they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the
Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same..

(xx)

Any person, who acquires shares of the Company and become Member of the Company after dispatch of the
Notice and holding shares as on the cut-off date i.e. Tuesday, 22nd September, 2015, may follow the same
instructions as mentioned above for e-Voting.

(xxi)

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (FAQs)
and e-voting manual available at www.evotingindia.com, under help section or write an email to
[email protected]

26. The Scrutinizer shall, immediately after the conclusion of voting at the general meeting, first count the votes cast at the
meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two (2) witnesses not in
the employment of the Company and within a period not exceeding three (3) days of the conclusion of the meeting, make
a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman of the Company.
27. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www.
shalimarpaints.com and on the website of CDSL. The results shall simultaneously be communicated to the National
Stock Exchange of India Ltd and BSE Limited. The resolutions will be deemed to be passed on the date of AGM subject to
receipt of the requisite number of votes in favour of the resolutions.
28. All documents referred to in the Notice and the Explanatory Statement are available for inspection at the Registered
Office of the Company during normal business hours on all working days till the date of the Annual General Meeting.

12

Notice (Contd.)
EXPLANATORY STATEMENT
(Pursuant to Section 102 of the Companies Act, 2013)
Item Nos. 4 & 5
Mr. Surender Kumar, aged about 50 years and a Chartered Accountant, was appointed as an Additional Director on the Board
at its meeting held on 30th May, 2015 and holds office upto the date of this Annual General Meeting pursuant to Section 161 of
the Companies Act, 2013. At the said Board Meeting, Mr. Surender Kumar was also appointed as a Whole-time Director and
designated as 'Whole-time Director and Chief Operating Officer (COO) & Chief Financial Officer (CFO)' of the Company for a
period of three years with effect from 30th May, 2015, subject to approval of the Shareholders at a General Meeting and
subject to approval of the Central Government.
A notice in writing has been received from a Member of the Company in terms of Section 160 of the Companies Act, 2013,
along with a deposit of ` 1,00,000/-, signifying the intention to propose the appointment of Mr. Surender Kumar as a Director
of the Company.
Mr. Kumar is willing to act as a Director of the Company, if appointed, and has filed with the Company his consent in writing.
In compliance with the provisions of Section 178 of the Companies Act, 2013, the Companies (Appointment and Qualifications
of Directors) Rules, 2014 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read
with Schedule V to the Companies Act, 2013 and based on the recommendation of the Nomination and Remuneration
Committee of the Board, the terms of appointment and payment of remuneration, as detailed in the Resolution, to
Mr. Surender Kumar were approved by the Board, subject to approval of the shareholders and the Central Government.
The information required to be given pursuant to proviso (iv) of Section II of Part II of Schedule V to the Companies Act, 2013,
are given hereunder:
I.

General Information:
Shalimar Paints incorporated in the year 1902, is the first paint manufacturing company in India and thereafter it started
its commercial production. 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. The revenue
from operations & other income of the company for the FY 2014-15 stood at ` 48564.47 lacs as against ` 54607.17 lacs in
the previous year 2013-14. The Company does not have any foreign collaboration.

II.

Information about the appointee:

Mr. Surender Kumar, aged about 50 years, is a Chartered Accountant. He is having a rich experience of more than
23 years primarily in paint industry with core expertise in Operational and Financial Management.
Out of 23 years of rich experience, he was with Akzo Nobel India & Asia Pacific, for about 15 years, a fortune 500
European MNC. Akzo Nobel manufactures and market a wide range of decorative (Dulux) paints, performance coatings
and specialty chemicals and is a significant player in the paint and chemical industry.
Before joining the Company, Mr. Kumar was withdrawing approximately ` 70,00,000/- per annum towards his
remuneration from Tega Industries Limited as Group President.
Mr. Kumar shall have, subject to the overall control and direction of the Board of Directors of the Company, general
control, management and superintendance of the business of the Company in the ordinary course of business and shall
be responsible for the working and performance of the Company. He shall report to the Board of Directors of the
Company. His responsibilities would include formulating and executing long term vision of the organization, developing
a scalable business model by building capability, setting up processes and systems within the organization and would
also be responsible for strategic transformation and revival of the organization.
The details of remuneration proposed to be payable to Mr. Kumar is given in the item No. 5 of the Notice. Considering the
nature of the industry, size of the Company and profile of the position vis--vis his qualifications and experience, the
Board is of the view that proposed remuneration is reasonable.
Except as mentioned above, Mr. Kumar does not have any pecuniary relationship directly or indirectly with the Company
or with any managerial personnel.

ANNUAL REPORT 2014-15

13

Notice (Contd.)
III.

Other information:
Reasons of loss or inadequate profits:
The year passed was a year of transition. Various initiatives have been taken during the year under review to prepare
your Company for an accelerated profitable growth in the coming years. However, due to the unfortunate fire accident at
Howrah plant in March, 2014, production at Howrah plant was compromised which adversely affected the financial
performance of the Company. During the Financial Year 2014-15, the Company suffered a net loss (after tax) of ` 1058.40
lacs as against loss (after tax) of ` 279.51 lacs in the preceding Financial Year. The total revenue from operations & other
income of the Company for the Financial Year 2014-15 stood at ` 48564 lacs as against ` 54607 lacs in the previous
Financial Year 2013-14.
Steps taken or proposed to be taken for improvement:
In the current year, the Company has started strengthening its presence in the consumer business to emerge as a
strong contender in the Indian Paint Industry, the Company is also consolidating its position that will lead to
improvement in overall financial position of your Company. New products have been launched in the decorative paint
segment in the interior as well as exterior paint category. The industrial paint segment have also seen the addition of
new product categories.
Expected increase in productivity and profits in measurable terms:
With the new corrective actions, initiatives, new product launch etc., the Company is expecting increase of atleast 10%
over turnover & accordingly improvement in PBT level also..

IV.

Disclosures:
The requisite disclosures, as required to be given pursuant to proviso (iv) of Section II of Part II of Schedule V to the
Companies Act, 2013, are given in the Item No.5 of this Notice read with intimation given pursuant to Clause 49 of the
Listing Agreement and Secretarial Standard 2 forming part of this Notice.
The Board considered the knowledge, experience and expertise of Mr. Surender Kumar in the field of Paints and
Varnishes business and is of the opinion that appointment of Mr. Surender Kumar shall be of immense benefit to the
Company. The Board recommends Resolution Nos. 4 & 5 for approval by the Members.
Mr. Surender Kumar does not hold Directorship or Membership of Committees of the Board in any Company other than
Shalimar Paints Limited and its subsidiaries namely Shalimar Adhunik Nirman Limited and Eastern Speciality Paints &
Coatings Private Limited.
Mr. Surender Kumar is not related to any of the directors or key managerial personnel (including relatives of directors or
key managerial personnel) of the Company in terms of Section 2(77) of the Companies Act, 2013 and to the promoter
group of the Company.
Mr. Surender Kumar does not hold any share in the Company. Mr. Kumar has attended both the Board Meetings held
after his appointment, i.e., on 30th May, 2015 and 20th July, 2015.
None of the Directors and key managerial personnel (including relatives of directors or key managerial personnel) of
the Company other than Mr. Surender Kumar, is concerned or interested, financially or otherwise, in this resolution.

By order of the Board

For SHALIMAR PAINTS LIMITED
Place: New Delhi
Dated: 20th July, 2015

14

Bernadette Dominic
Company Secretary
Membership No.A31629

Notice (Contd.)
Information of Directors to be appointed and the Directors seeking re-appointment at the forthcoming Annual
General Meeting (pursuant to Secretarial Standard 2 issued by ICSI and Clause 49 of the Listing Agreement)
as on the date of Notice.
Name of the Director

Mr. Girish Jhunjhnuwala

Mr. Surender Kumar

Director Identification Number (DIN)

01093551

00510137

Date of Birth (Age in years)

2nd September, 1963 (52 years)

14th April, 1965 (50 years)

Original date of Appointment

8th September, 1989

30th May, 2015

Qualification

Bachelor of Science in Business Administration

from University of Southern California.

Chartered Accountant from the Institute of

Chartered Accountants of India

Honored with an Outstanding Alumni of the

Year award from USC in 1992.
Experience and expertise in specific
functional area

Lifelong entrepreneur, founder and visionary

behind Ovolo Hotels in Hong Kong and
Australia. The Ovolo Hotels experience is
driven by his detail-driven management
approach & experience in investments.

Has a rich experience of more than

23 years, primarily in paint industry, with
core expertise in Operational and Financial
Management.

Shareholding in Shalimar Paints

Limited

Nil

Nil

Remuneration last drawn

Approximately ` 70,00,000 per annum as

the Group President of Tega Industries Ltd.

No. of Board Meeting Attended

during the financial year 2014-15

Two meeting attended out of Four held

during the period

Terms and conditions of

re-appointment and remuneration

Being re-appointed as Director liable to retire

by rotation and shall continue to be entitled for
sitting fee for attending the meetings of the
Board and committees thereof.

As detailed in the item nos. 4 & 5 of the

Notice read with explanatory statement
thereto

Relationship with other

Directors or KMPs

Not a relative of any of the Directors of the Company as defined under Section 2 (77) of
the Companies Act, 2013 read with rule 4 of Companies (Specification of definitions details)
Rules, 2014

Directorship held in other

companies in India

Nil

Shalimar Adhunik Nirman Limited

Eastern Speciality Paints & Coatings
Private Limited

Membership/ Chairmanship of
Committees, held during the financial
year 2014-15 in the public limited
companies in India

Shalimar Paints Limited-Stakeholders

Relationship Committee (Member)

Nil

By order of the Board

For SHALIMAR PAINTS LIMITED
Place: New Delhi
Dated: 20th July, 2015

Bernadette Dominic
Company Secretary
Membership No.A31629

ANNUAL REPORT 2014-15

15

Boards Report
Dear Shareholders,
Your 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
(` in lacs)
Description

2014-15

2013-14

Revenue from Operations & Other Income

48564.47

54607.17

Expenses

47508.29

52502.00

1056.18

2105.17

(1484.76)

(360.02)

PBIDT
Exceptional Items
Profit before tax
Provision for taxation
Current Tax
Deferred Tax
Profit after tax

(426.36)

(80.51)

(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
` 1058.40 lacs as against loss (after tax) of ` 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 ` 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.

16

Boards Report (Contd.)

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 ` 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 ` 3,78,85,700 divided into 1,89,42,850 equity shares of ` 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
` `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, Mr.
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.

ANNUAL REPORT 2014-15

17

Boards Report (Contd.)

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.

18

Boards Report (Contd.)

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.

ANNUAL REPORT 2014-15

19

Boards Report (Contd.)

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.

20

Boards Report (Contd.)

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 Rule 8 of the Companies Rules, 2014 is annexed 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, 2014 in respect 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

Date : 20th July, 2015

Place : New Delhi

Surender Kumar
Whole-time Director and COO & CFO
DIN: 00510137

Rajiv Rajvanshi
Director
DIN: 00036605

ANNUAL REPORT 2014-15

21

Boards Report (Contd.)

Annexure - A to Boards Report

Disclosure in Directors report:

SHALIMAR STOCK OPTION 2013: STATUS AS ON 31.03.2015
S. No

Particulars

Number of Stock options granted

Pricing Formula

Option Vested

Number of Option exercised

NIL

Number of Shares arising as a result of exercise of option

NIL

Variation of terms of options

Number of option lapsed

Money realized upon exercise of options

Total number of option in force

10

(a)

22

22,700

None
451,800
NIL
291,200

280,000

Praveen Kumar Asthana

34,000

Pravir Kumar

34,000

Sanjay Chowdhury

25,000

Sandeep Kokane

25,000

Ketan Dinesh Girap

34,000
100,000

Shankar Subramanian

50,000

Abhay Dadhich

15,000

Identified employees who were granted options during any one year, equal to
or exceeding 1% of the issued capital (excluding outstanding warrants &
conversions) of the Company at the time of grant
Sameer Nagpal

11

75.77

Any other employee who receives a grant in any one year of option amounting
to 5% or more of options granted during the year

Chandan Arora

(c)

743,000

Options granted to senior managerial personnel

Sameer Nagpal

(b)

ESOP SCHEME 2013

(i)

Method of calculation of employee compensation cost

(ii)

Difference between the employee compensation cost so computed at 11(i)

above and the employee compensation cost that shall have been recognised
if it had used the fair value of the options (` In Lacs)

280,000
Intrinsic Value Method

8.75

Boards Report (Contd.)

(iii)

The impact of this difference on profits and on EPS of the Company

Profit including extra-ordinary items, as reported (` In Lacs)
Add: Employee stock compensation under intrinsic value method (` In Lacs)
Less: Employee stock compensation under fair value method (` In Lacs)
Pro-forma profit (` In Lacs)

(1,058.40)
3.71
(12.46)
(1,067.15)

Earnings Per Share

Basic
As reported (including extra-ordinary items) `

-5.59

Pro-forma `

-5.64

Diluted

12

13

As reported (including extra-ordinary items) `.

(5.53)

Pro-forma `

(5.58)

a)

Weighted average exercise prices of option granted

75.77

b)

Weighted average fair value of options granted on the date of grant `

79.06

Method and significant assumptions used to estimate the fair values of options
Black Scholes Valuation Model
(i)

Weighted average share price / Fair value of share `

(ii)

Exercise Price `

(iii)

Annual Volatility (Standard Deviation Annual)

(iv)

Time To Maturity - in years

(v)

Dividend Yield

0.00%

(vi)

Risk free Rate Annual

8.15%

113.10
75.77
69.57%
4.5

ANNUAL REPORT 2014-15

23

Boards Report (Contd.)

Annexure - B to Boards Report

NOMINATION AND REMUNERATION POLICY

PREAMBLE
The Board of Directors (the Board) on the recommendation of the Nomination and Remuneration Committee (the
Committee) has approved and adopted the Nomination and Remuneration Policy (the Policy) in compliance with the
provisions of Section 178 of the Companies Act, 2013 and rules made there under, and Clause 49 of the Listing Agreements
with the Stock Exchanges.
OBJECTIVES
The objectives of this policy are:
l

To lay down the criteria and terms and conditions with regard to identifying persons who are qualified to become
Directors (Executive and Non-Executive including Independent Directors), Key Managerial Personnel (KMP) and
persons who may be appointed in senior management positions;

To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create
competitive advantage for the Company.

To determine criteria for remuneration of the Directors an Key Managerial Personnel and other senior management
personnels, keeping in view Companys size, financial position and trends and practices on remuneration prevailing in
peer Companies.

To carry out evaluation of the performance of Directors, as well as Key Managerial Personnel and provide necessary
report to the Board for further evaluation by the Board;

To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors of the quality required to run the Company successfully;

To ensure that relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

To ensure that remuneration to Directors, Key Managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of
the Company and its goals;

To provide for rewards linked directly to their effort, performance, dedication and achievement of Companys targets.

To lay down the criteria for ensuring adequate diversity in its Board;

DEFINITIONS
Act means the Companies Act, 2013 and Rules framed there under, as amended from time to time.
Board means Board of Directors of the Company.
Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board
from time to time in accordance with the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement.
Company or the Company means Shalimar Paints Limited.
Director means Director as defined under Section 2(34)of the Companies Act, 2013.
Independent Director means an Independent Director of the Company appointed pursuant to the provisions of Section
149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Key Managerial Personnel, means a key-managerial personnel as defined under the Companies Act, 2013 and includes:

24

(i)

Managing Director or Chief Executive Officer or Manager and in their absence a Whole-time Director;

(ii)

Company Secretary;

Boards Report (Contd.)

(iii) Chief Financial Officer; and
(iv) such other officer as may be prescribed under the Companies Act, 2013.
Senior Management means personnel of the Company who are members of its core management team excluding Board of
Directors comprising all members of management one level below the executive directors, including the functional heads.
Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the
Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.
POLICY
This Policy is divided in four parts:
PARTA
Criteria for determining qualifications, positive attributes of Directors, KMPs and Senior Management Personnel and
also independence of Independent Directors
l

The Nomination and Remuneration Committee shall identify and ascertain the integrity, qualifications, expertise and
experience of the person for appointment as Director or KMP and recommend to the Board his/her appointment.

The Management while evaluating a person for appointment / re-appointment in a senior management position, shall
considers various factors including individuals background, competency, skills, abilities, educational and professional
background, personal accomplishment, age, relevant experience and understanding of related field viz. marketing
technology, finance or such other discipline relevant to present and prospective operations of the Company.

A person should possess adequate qualifications, expertise and experience for the position he/she is considered for
appointment as a Director. The Committee has discretion to decide whether qualifications, expertise and experience
possessed by a person are sufficient/satisfactory for the concerned position and are in accordance with the provisions of
the Act and Clause 49 of the Listing Agreement.

The Committee shall ensure that a person proposed to be appointed as an Independent Director satisfies the criteria
laid down under the Act read with Clause 49 of the Listing Agreement.

The appointment and tenure of Directors, Independent Directors and KMPs shall be in accordance with the provisions of
the Act read with Clause 49 of the Listing Agreement.

PART - B
Performance Evaluation of Board, its Committees and Directors
The evaluation of the performance of the Board, its Committees and Directors shall be carried out on an annual basis. The
performance of the Board and Committees thereof shall be evaluated against their terms of reference. Evaluation of the
performance of Directors shall include consideration of their skills, performance and contribution to the Board, Company
strategy and Board Committees, their availability and attendance at Board and Committee Meetings.
PART-C
Remuneration of Directors, KMPs and Senior Management Personnel
l

The remuneration of the Executive Directors, KMPs and Senior Management Personnel should be based on Companys
financial position, industrial trends, remuneration paid by peer companies. The remuneration should be reasonable and
sufficient to attract, retain and motivate the aforesaid persons.

Remuneration to Executive Directors shall be paid by way of salary (including fixed pay and variable pay), allowances,
perquisites and retirement benefits, based on recommendation of the Committee and approval of the Board and
Shareholders and Central Government (if required).

The Non-executive directors shall be paid remuneration by way of sitting fee for attending the meetings of the Board and
Committees thereof.

ANNUAL REPORT 2014-15

25

Boards Report (Contd.)

l

The KMPs shall be paid remuneration approved by the Board of Directors. The Senior Management Personnel shall be
paid remuneration in line with the Companys internal HR policy.

Increments in the existing remuneration of Executive Directors and KMPs shall be approved by the Committee in
accordance with the provisions of Companies Act, 2013 and rules framed there under. Increments in the remuneration
of Senior Management Personnel shall be as per Companys HR policy.

PART-D
Board Diversity
Board appointments will be based on merit and candidates will be considered on the basis of their skills, knowledge,
experience, background and other distinguishing qualities, having due regard to the effectiveness of the Board. It will be
ensured that the Board possesses a balance of skills appropriate for the requirements of the business of the Company. The
Directors should have a mix of finance, legal, academic and management backgrounds that taken together provide the
Company with considerable experience in a range of activities including varied industries, education, government, banking,
investment and other professions.
Applicability of the Remuneration Policy
This Remuneration Policy shall apply to all future appointments of Directors, KMPs and Senior Management Personnel.
Amendment
Any modification / amendment in this Remuneration Policy may be carried out by the Board on the recommendation of the
Nomination and Remuneration Committee. This policy will be subject to change as per amendment in the Companies Act,
2013, the Listing Agreement, or any other applicable Rules, Regulations and Guidelines.
Disclosure
This Policy shall be disclosed in the Annual Report and made available on the website of the Company.

26

Boards Report (Contd.)

Annexure - C to Boards Report

Form No. AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 of the Act and
Rule 5 of the Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of
Subsidiaries / associate companies / joint ventures
Part A: Subsidiaries
(` in Lacs)
Name of the Subsidiary

Reporting Period
Reporting Currency

Shalimar Adhunik Nirman Limited

1st April, 2014 to 31st March, 2015

Eastern Speciality Paints &

Coatings Private Limited
1st April, 2014 to 31st March, 2015

INR

INR

59.50

5.00

NIL

NIL

Total assets

559.50

5.37

Total liabilities

559.50

5.37

Investments

NIL

NIL

Turnover

NIL

NIL

Profit before taxation

NIL

NIL

Provision for taxation

NIL

NIL

Profit after taxation

NIL

NIL

Proposed Dividend

NIL

NIL

% of shareholding

99.99%

100%

Share Capital
Reserves & Surplus

Part B: Associates and Joint Ventures - Not applicable

ANNUAL REPORT 2014-15

27

Boards Report (Contd.)

Annexure - D to the Board Report

SECRETARIAL AUDIT REPORT

For The Financial Year Ended On 31st March, 2015
(Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of
The Companies (Appointment and Remuneration Personnel) Rules, 2014)
To,
The Members,
Shalimar Paints Ltd
Goaberia, P.O. Danesh Shaikh Lane,
Howrah, West Bengal -711109
We have conducted the Secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by Shalimar Paints Limited (hereinafter called the Company). Secretarial Audit was conducted in a
manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our
opinion thereon.
Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an
opinion on these secretarial records based on our audit. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification
was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and
practices, we followed provide a reasonable basis for our opinion. We have not verified the correctness and appropriateness
of financial records and Books of Accounts of the company. Where ever required, we have obtained the Management
representation about the compliance of laws, rules and regulations and happening of events etc. The compliance of the
provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our
examination was limited to the verification of procedures on test basis. The Secretarial Audit report is neither an assurance
as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the
affairs of the Company.
Based on our examination and further verification of the Company's books, papers, minute books, forms and returns filed
and other records maintained by the Company and also the information provided by the Company, its officers, agents and
authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has,
during the audit period covering the financial year ended on 31st March, 2015, complied with the statutory provisions listed
hereunder:
(i)

The Companies Act, 1956, to the extent applicable, The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii)

The Securities Contracts (Regulation) Act, 1956 ('SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;
(v)

The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') viz.:
(a)

The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b)

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c)

The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d)

The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999;

(e)

The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations. 2008;

(f)

The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993
regarding the Companies Act and dealing with client;

(g)

The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: and

(h)

The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (not applicable to the
Company during the audit period).

(vi) OTHER APPLICABLE ACTS,

28

(a)

Factories Act, 1948

(b)

Payment Of Wages Act, 1936, and rules made thereunder,

Boards Report (Contd.)

(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)

The Minimum Wages Act, 1948, and rules made thereunder,

Employees' State Insurance Act, 1948, and rules made thereunder,
The Employees' Provident Fund and Miscellaneous Provisions Act, 1952, and rules made thereunder,
The Payment of Bonus Act, 1965, and rules made thereunder,
Payment of Gratuity Act, 1972, and rules made thereunder,
The Water (Prevention & Control of Pollution) Act, 1974, Read with Water (Prevention & Control of Pollution) Rules,
1975,
Food Safety and Standards Act, 2006, and rules made thereunder.
The Stamp Act'1899

We have also examined compliance with the applicable clauses of the following:
The Listing Agreements entered into by the Company with BSE Limited, and National Stock Exchange of India Limited.
The company's shares are no more listed at Calcutta Stock Exchange (CSE). The Company had applied to CSE for voluntary
delisting in the year 2014 and CSE has issued Letter on 3rd July, 2015 intimating about delisting of shares.
The Secretarial Standards issued and notified by the Institute of Company Secretaries of India were not applicable for the
financial year under review and were optional. Therefore, we have not commented on the said compliances.
We further report that, The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place
during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at
least seven days in advance.
We further report that there are adequate systems and processes in the company commensurate with the size and
operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the Audit Period these specific events have took place in the Company:

The Members of the Company at its 112th Annual General Meeting held on 26th September, 2014 as detailed in the item
no. 8 of the notice of the said AGM dated 30th May, 2014 has pursuant to the provisions of Section 180 (1)(a) of the
Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory
modification or re-enactments thereof) accorded its consent to the Board of Directors to mortgage and/or charge, in
addition to the mortgages/charges/hypothecation created/to be created by the Company in such form and manner and
with such ranking and at such time and on such terms, as the Board may determine, on all or any of the movable and/or
immoveable properties of the Company, both present and future and/or the whole or any part of the undertaking(s) of
the Company together with the power to take over the management of business and concern of the Company in certain
events of default, in favour of the lender(s), investors, agent(s), trustee(s) for securing the borrowings of the Company
availed/ to be availed by way of loans (in foreign currency and /or in rupee currency) and securities (comprising of
fully/partly convertible debentures/non convertible debentures and/or commercial papers and/or secured premium
notes and/or floating rates notes/bonds or other debt instruments), issued/ to be issued by the Company, from time to
time, in one or more tranches, upto an aggregate limit of ` 400 Crores (Rupees four hundred crore only) together with
interest at the respective agreed rates, additional interest in case of default, accumulated interest, liquidated damages,
commitment charges, premium on re-payment, remuneration of the agents and/or trustees, premium (if any) on
redemption, all other costs, charges and expenses, including any increase as a result of devaluation/
revaluation/fluctuation in the rates of exchange and all other monies payable by the Company in terms of the respective
loan agreement(s), debenture trust deed(s) or any other document entered into/ to be entered into between the
Company and the lender(s)/investor(s)/agent(s) and/or trustee(s) in respect of the said loans/borrowings/debentures/
any other securities and continuing such specific terms and conditions and covenants in respect of enforcement of
security as may be stipulated in that behalf and agreed to between the Board of Directors or any committees thereof and
lenders, agents and/or trustees.
Fresh consent was obtained in the 112th Annual General Meeting of the Shareholders of the Company held on
26th September, 2014 by way of special resolution in terms of provisions of Section 180(1)(c) of the Companies Act, 2013
to borrow moneys from time to time, upto an aggregate limit of `400 crore (apart from the temporary loans obtained
from the Company's bankers in the ordinary course of business) in excess of the aggregate of paid-up share capital and
free reserves of the Company.

Delhi
July 16, 2015

Shipra Chattree
Practising Company Secretary
COP No.: 13539

ANNUAL REPORT 2014-15

29

Boards Report (Contd.)

Annexure - E to Boards Report

THE ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

I.

BRIEF OUTLINE OF THE COMPANYS CSR POLICY:

The Company completely endorses reliability. It is committed to conduct business in a true, fair and ethical manner and
takes up the responsibility to create a good impact in the society it belongs. Through the Companys Corporate
Responsibility efforts, the Company aims to bring change that betters the quality of peoples lives, particularly in and
around the areas from which the Company operates. The Company seeks to undertake positive interventions that will
have a measurable, long-term impact on the communities of which the Company is a part.
The Company is committed towards improving the quality of lives of people in the communities in which it operates
because the Company strongly believes that the society is an essential stakeholder and the purpose of its existence. The
Company believes that giving back to the society through CSR activities is its duty.
At Shalimar Paints Limited, the CSR activities centres around the following areas:
1.

Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making
available safe drinking water.

2.

Vocational Training programmes to enhance the employability skills of the beneficiaries.

3.

Promoting education, including special education and employment, especially among children, women, elderly
and the differently-abled and livelihood enhancement projects.

4.

Promoting gender equality, empowering women, setting up old age homes, day care centres and such other
facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward
groups.

5.

Training to promote rural sports, nationally recognized sports, Para-Olympic sports and Olympic sports.

6.

Contribution to the Prime Ministers National Relief Fund.

7.

Rural Development Projects.

The detailed CSR Policy of the Company is available on the Companys website link at: http://www.shalimarpaints.com/
upload/investor_reports/Corporate%20Social%20Responsibility%20Policy.pdf.
II.

THE COMPOSITION OF THE CSR COMMITTEE:

The composition of the CSR Committee as on 20th July, 2015 is as follows:
th

30

Name

Designation

Mr. Surender Kumar, Chairman

Whole-time Director and COO & CFO

Mr. Rajiv Rajvanshi

Non Executive Independent Director

Ms. Pushpa Chowdhary

Non Executive Independent Director

III.

AVERAGE NET PROFIT OF THE COMPANY FOR THE LAST 3 FINANCIAL YEARS: Rs.925.14 Lacs

IV.

PRESCRIBED CSR EXPENDITURE (2% OF THIS AMOUNT AS IN POINT NO. III ABOVE) : Rs. 18.50 Lacs

V.

DETAILS OF CSR SPEND FOR THE FINANCIAL YEAR:

(a)

Total amount spent for the financial year:` 3.47 Lacs

(b)

Amount unspent, if any:` 15.03 Lacs

Boards Report (Contd.)

(c)

Manner in which the amount spent during the financial year is detailed below:
(Amount in ` Lacs)

Sr.
No

VI.

CSR projects/
activities
identified

Promoting
education

Sector in
which the
Project is
covered

Projects or
Programs
(1) Local area
or other
(2) Specify the
State and district
where projects
or programs was
undertaken

Amount
outlay
(budget)
Project/
Programs
wise

Education

West Bengal
(Howrah District)

3.47

Amount Spent on the

Projects or Programs
Direct
Expenditure
on the
Projects or
Programs

Overheads

3.47

Cumulative
Expenditure
up to the
reporting
period

Amount
spent: Direct
or through
implementing
agency

3.47

Directly

Your Company is committed to focus on inclusive growth and improve lives by contributing towards communities around
which it operates.
This being the first year of implementation of the CSR policy, your Company could spent only a part of the prescribed
CSR expenditure. Because of cash loss during the financial year 2014-15, the Company could not fully spend prescribed
CSR expenditure. However, the Company proposes to incur CSR expenditure in accordance with provision of Section 135
of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The CSR Committee confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR
objectives and Policy of your Company.

Surender Kumar
Whole-time Director and COO & CFO
DIN: 00510137
Chairman, CSR Committee

ANNUAL REPORT 2014-15

31

Boards Report (Contd.)

Annexure - F' to Board's Report

Form No. MGT-9

EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31st March, 2015
[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014]
I.

REGISTRATION AND OTHER DETAILS

i)

CIN

L24222WB1902PLC001540

ii)

Registration Date

16th December, 1902

iii)

Name of the Company

Shalimar Paints Limited

iv)

Category of the Company

Company Limited by Shares

Sub-Category of the Company

Indian Non-Government Company

v)

Address of the Registered office and contact details

Goaberia, P.O. Danesh Shaikh Lane,

Howrah - 711109, West Bengal
Tel. : 033 26443201
Email : [email protected]

vi)

Whether listed Company

Yes

vii) Name, Address, Contact details of Registrar and

Transfer Agents (RTA)

II.

i)

With effect from 1st July, 2015

MCS Share Transfer Agent Ltd
12/1/5, Manoharpukur Road,
Kolkata - 700 026, West Bengal
Tel.: 033-40724051 & 52
Email: [email protected]

ii)

Up to 30th June, 2015

MCS Limited
77/2A, Hazra Road,
Kolkata - 700 029, West Bengal
Tel : 033-40724052, 24767350,
Fax : 033-24541961
Email: [email protected]

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

III.

32

SN

Name and Description of

main products / services

NIC Code of the

Product/ service

% to total turnover
of the company

Paints, Varnishes, Enamels or Lacquers

20221

99.44%

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :

SN

Name and address of the Company

CIN/GLN

Holding/
Subsidiary/
Associate

% of shares
held

Applicable Section

Shalimar Adhunik Nirman Limited

Add: 9A, Cannaught Place, Above
ICICI Bank, New Delhi 110001

U24220DL2007PLC168944

Subsidiary

99.99%

Section 2 (87)
of the Companies
Act, 2013

2.

Eastern Speciality Paints &

Coatings Private Limited
Add: Flat No. 3, 13, Dr. Sarat
Banerjee Road, Kolkata,
West Bengal - 700029

U24240WB2009PTC133081

Subsidiary

100%

Section 2 (87)
of the Companies
Act, 2013

Boards Report (Contd.)

IV.

SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) :
(i)

Category-wise Share Holding

Category of
Shareholders

No. of Shares held at the

beginning of the year
Demat

No. of Shares held at the

end of the year

Physical
Shares

Total

% of Total

Demat

265000

265000

1.40

% Change
during
the year

Physical
Shares

Total

% of Total

265000

265000

1.40

A. Promoters
(1) Indian
a) Individual/HUF
b) Central Government

0.00
-

c) State Government

d) Bodies Corporate

5666080

5666080

29.93

5666080

5666080

29.93

0.00

e) Banks / FI

f) Any Other

5931080

5931080

31.33

5931080

5931080

31.33

0.00

30500

30500

0.16

30500

30500

0.16

0.00

Sub-total (A) (1):(2) Foreign

a) NRIs - Individuals
b) Other Individuals

c) Bodies Corporate

5841570

5841570

30.86

5841570

5841570

30.86

0.00

d) Banks / Financial
Institutions

Sub-total (A) (2):-

e) Any Other

5872070

5872070

31.02

5872070

5872070

31.02

0.00

Total shareholding
of Promoter
(A) = (A)(1)+(A)(2)

11803150

11803150

62.36

11803150

11803150

62.36

0.00

B. Public Shareholding
1. Institutions
255280

255280

1.35

3298

3298

0.02

(1.33)

b) Banks / FI

a) Mutual Funds

250

250

0.00

1790

250

2040

0.01

0.01

c) Central Govt

d) State Govt(s)

e) Venture Capital
Funds

f) Insurance Companies

332750

332750

1.76

332750

332750

1.76

0.00

g) FIIs

19581

19581

0.10

540830

540830

2.86

2.76

h) Foreign Venture
Capital Funds
i) Others (specify)

Sub-total (B)(1):-

607611

250

607861

3.21

878668

250

878918

4.64

1.43

1553352

16580

1569932

8.29

1660199

14080

1674279

8.85

0.56

2. Non-Institutions
a) Bodies Corp.
i) Indian
ii) Overseas

ANNUAL REPORT 2014-15

33

Boards Report (Contd.)

Category of
Shareholders

No. of Shares held at the

beginning of the year

No. of Shares held at the

end of the year

% Change
during
the year

Demat

Physical
Shares

Total

% of Total

Demat

Physical
Shares

Total

% of Total

i) Individual
shareholders holding
nominal share capital
up to Rs. 1 lakh

3175286

507629

3682915

19.46

3055208

475155

3530363

18.65

(0.81)

ii) Individual
shareholders holding
nominal share capital
in excess of Rs 1 lakh

776404

776404

4.10

871926

871926

4.61

0.51

250

0.00

250

0.00

250

0.00

250

0.00

0.00

487178

410

487588

2.58

168804

410

169214

0.89

(1.69)

b) Individuals

c) Others (specify)
i. Trust
ii. Non Resident
Individual
Sub-total (B)(2):-

5992470

524619

6517089

34.43

5756387

489645

6246032

33.00

(1.43)

Total Public
Shareholding
(B)=(B)(1)+(B)(2)

6600081

524869

7124950

37.64

6635055

489895

7124950

37.64

(0.00)

C. Shares held by
Custodian for
GDRs & ADRs

18403231

524869

18928100

100

18438205

489895

18928100

100

0.00

Grand Total (A+B+C)

(ii) Shareholding of Promoters

SN

34

Shareholder's Name

Shareholding at the
beginning of the year

Share holding at the

end of the year

No. of
Shares

% of total
Shares of
the company

%of Shares
Pledged /
encumbered
to total
shares

No. of
Shares

% of total
%of Shares
Shares of
Pledged /
the company encumbered
to total
shares

% change
in share
holding
during
the year

Hind Strategic Investments

5841570

30.86

5841570

30.86

0.00

Hexa Securities and

Finance Co.Ltd.

1500000

7.92

1500000

7.92

0.00

Nalwa Sons Investments Ltd.

1372590

7.25

1372590

7.25

0.00

Colarado Trading Co Ltd.

1224635

6.47

1224635

6.47

0.00

Nalwa Investments Limited

1193855

6.31

1193855

6.31

0.00

Jindal Equipment Leasing

and Consultancy Services Ltd.

102500

0.54

102500

0.54

0.00

Stainless Investments Ltd.

82500

0.44

82500

0.44

0.00

Sun Investments Limited

82500

0.44

82500

0.44

0.00

Prithvi Raj Jindal

72000

0.38

72000

0.38

0.00

10

Abhinandan Investments Ltd.

55000

0.29

55000

0.29

0.00

11

Mansarover Investments Ltd.

52500

0.28

52500

0.28

0.00

12

Sajjan Jindal

31000

0.16

31000

0.16

0.00

13

Ratan Jindal

30500

0.16

30500

0.16

0.00

14

Deepika Jindal

30000

0.16

30000

0.16

0.00

Boards Report (Contd.)

SN

Shareholder's Name

Shareholding at the
beginning of the year

Share holding at the

end of the year

No. of
Shares

% of total
Shares of
the company

%of Shares
Pledged /
encumbered
to total
shares

No. of
Shares

% of total
%of Shares
Shares of
Pledged /
the company encumbered
to total
shares

% change
in share
holding
during
the year

15

Sarita Devi Jain

20000

0.11

20000

0.11

16

Hina Devi Goyal

20000

0.11

20000

0.11

0.00

17

Kusum Mittal

20000

0.11

20000

0.11

0.00

18

S K Jindal and Sons (HUF)

12300

0.06

12300

0.06

0.00

19

Savitri Devi Jindal

12300

0.06

12300

0.06

0.00

20

Prithvi Raj Jindal & Sons (HUF)

12300

0.06

12300

0.06

0.00

21

Naveen Jindal & Sons (HUF)

12300

0.06

12300

0.06

0.00

22

Sminu Jindal

10500

0.06

10500

0.06

0.00

23

R. K. Jindal & Sons (HUF)

12300

0.06

12300

0.06

0.00

11803150

62.36

11803150

62.36

0.00

Total

0.00

(iii) Change in Promoters' Shareholding (please specify, if there is no change) : There is no change in Promoters'
Shareholding
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and
ADRs):
SL.
No.

Name of the Shareholder

Matthews Emerging Asia Fund

Asha Mukul Agrawal

Assured Fin - Cap Pvt. Ltd.

National Insurance Company Ltd.

Mathew Cyriac

Shareholding

Date

No. of
shares at the
beginning of
the year

% of
total
shares of
the Company

455464

380825

332750

2.41

2.01

1.76

Increase/
Decrease in
Shareholding

Reason

Cumulative Shareholding
during the year (1st April,
2014 to 31st March, 2015)
No. of
Shares

% of total
shares of
the Company

05/09/2014

20351

Purchase

20351

0.11

10/10/2014

255138

Purchase

275489

1.46

12/09/2014

10743

Purchase

286232

1.51

14/11/2014

120658

Purchase

406890

2.15

16/01/2015

101808

Purchase

508698

2.69

23/01/2015

17132

Purchase

525830

2.78

31/03/2015

525830

2.78

01/04/2014

455464

2.41

31/03/2015

455464

2.41

01/04/2014

380825

2.01

31/03/2015

380825

2.01

01/04/2014

332750

1.76

31/03/2015

332750

1.76

11/04/2014

100000

Purchase

100000

0.53

18/07/2014

17500

Purchase

117500

0.62

25/07/2014

55000

Purchase

172500

0.91

29/08/2014

14000

Purchase

186500

0.99

10/10/2014

(19000)

Sale

167500

0.88

20/03/2015

(6062)

Sale

161438

0.85

31/03/2015

161438

0.85

ANNUAL REPORT 2014-15

35

Boards Report (Contd.)

SL.
No.

Name of the Shareholder

Shareholding
No. of
shares at the
beginning of
the year

Ever Plus Securities and Finance Limited150850

Aggarwal Finlease Pvt. Ltd.

Renuka Financial Services Ltd.

Madhavan Kunniyur

137990

113680

Date
% of
total
shares of
the Company
0.80

0.73

0.60

Increase/
Decrease in
Shareholding

Reason

No. of
Shares

11

12

Kishan Gopal Mohta

Devang Avlani

DSP Blackrock Micro Cap Fund

100085

370257

255280

(v)
SL.
No.

36

0.53

1.96

1.35

% of total
shares of
the Company

01/04/2014

150850

0.80

31/03/2015

150850

0.80

01/04/2014

137990

0.73

31/03/2015

137990

0.73

01/04/2014

113680

0.60

31/03/2015

113680

0.60

10/10/2014

23514

Purchase

23514

0.12

24/10/2014

40000

Purchase

63514

0.34

21/11/2014

22500

Purchase

86014

0.45

05/12/2014

5592

Purchase

91606

0.48

13/03/2015

9878

Purchase

101484

0.54

101484

0.54

31/03/2015
10

Cumulative Shareholding
during the year (1st April,
2014 to 31st March, 2015)

01/04/2014

100085

0.53

31/03/2015

100085

0.53

370257

1.96

09/05/2014

01/04/2014
(45000)

Sale

325257

1.72

16/05/2014

(14638)

Sale

310619

1.64

23/05/2014

(70362)

Sale

240257

1.27

30/05/2014

(29760)

Sale

210497

1.11

20/06/2014

(16283)

Sale

194214

1.03

05/09/2014

(74214)

Sale

120000

0.63

21/11/2014

(30000)

Sale

90000

0.48

28/11/2014

(20000)

Sale

70000

0.37

05/12/2014

(20000)

Sale

50000

0.26

06/03/2015

20000

31/03/2015

Purchase

70000

0.37

70000

0.37

01/04/2014
13/06/2014

(170882)

Sale

20/06/2014

(84398)

Sale

31/03/2015

255280

1.35

84398

0.45

Shareholding of Directors and Key Managerial Personnel

Name of the Directors and

Key Managerial Personnel

Ratan Jindal

Sameer Nagpal

Shareholding

Date

No. of
shares at the
beginning of
the year

% of
total
shares of
the Company

30500

0.16

2850

0.02

Increase/
Decrease in
Shareholding

Reason

Cumulative Shareholding
during the year (1st April,
2014 to 31st March, 2015)
No. of
Shares

% of total
shares of
the Company

01/04/2014

30500

0.16

31/03/2015

30500

0.16

01/04/2014

2850

0.02

31/03/2015

2850

0.02

Boards Report (Contd.)

V.

(` in Lacs)

INDEBTEDNESS
Particulars

Secured Loans
excluding deposits

Unsecured Loans

Deposits

Total
Indebtedness

Indebtedness at the beginning of

the financial year
i) Principal Amount

10994.40

10994.40

ii) Interest due but not paid

12.89

12.89

iii) Interest accrued but not due

11007.29

11007.29

2491.25

Total (i+ii+iii)
Change in Indebtedness during
the financial year
Addition
Reduction
Net Change
Indebtedness at the end of
the financial year

500.00

500.00

1991.65

1991.65

--

12979.05

12979.05

ii) Interest due but not paid

19.49

19.49

iii) Interest accrued but not due

i) Principal Amount

Total (i+ii+iii)

VI.

2491.25

12998.54

12998.54

Remuneration of Directors and Key Managerial Personnel

A.

Remuneration of Managing Director, Whole-time Director and/or Manager

SL. No.

Particulars of Remuneration

Gross salary
(a) Salary as per provisions contained in
section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c)

Profits in lieu of salary under section 17(3)

Income-tax Act, 1961

Mr. Sameer Nagpal,

MD & CEO

96,50,266
-

(Amount in `)
Total Amount

96,50,266
-

Stock Option

Sweat Equity

Commission

- as % of profit

- Others, specify

Others, specify
Provident Fund

3,96,000

Non-taxable Reimbursements

7,95,000

7,95,000

1,08,41,266

1,08,41,266

Total (A)
Ceiling as per the Act (10% of Net Profits of the Company
calculated as per Section 198 of the Companies Act, 2013)

3,96,000

The Company has incurred a net loss of ` 1495.42 lacs

as per the calculation under Section 198 of the
Companies Act, 2013. Hence, remuneration was paid as
per Schedule V of the Companies Act, 2013

Note:
1.

2.
3.

Mr. Sameer Nagpal was granted 2,80,000 stock options on 6th August, 2013 under the Company's 'ESOP Scheme 2013' and out of
these only 14,000 stock options vested during the financial year 2014-15 and nil were exercised during the said period. Since no
stock options were exercised during the period thus the value of the stock option are not included in the remuneration.
The performance linked variable pay is also not included in the remuneration as the same was not paid during the financial
year 2014-15.
The Company has applied for and awaiting the requisite approval of the Central Government for payment of remuneration to
Mr. Sameer Nagpal.

ANNUAL REPORT 2014-15

37

Boards Report (Contd.)

B.

(Amount in `)

Remuneration to other directors

B1: Independent Directors

Name of Independent Directors

Fee for attending

Board / committee
meetings

Commission

Others, Specify

Total

Mr. Aditya Vikram Lodha

40,000

40,000

Mr. Pujit Aggarwal

40,000

40,000
1,10,000

Ms. Pushpa Chowdhary(1)

1 10,000

30,000

30,000

Mr. Rajeev Rajvanshi

1,30,000

1,30,000

Total B1

3,50,000

3,50,000

(2)

Dr. Raghavachari Srinivasan

B2: Other Non-Executive Directors

Name of Other Non-Executive Directors
Mr. Girish Jhunjhnuwala

30,000

30,000

Mr. Ratan Jindal

60,000

60,000

90,000

90,000

Total B2
Total B=(B1+B2)
Ceiling as per the Act (1% of Net Profits of the
Company calculated as per Section 198 of the
Companies Act, 2013)

4,40,000
4,40,000
The Company has incurred a net loss of Rs. 1495.42 lacs as per the
calculation under Section 198 of the Companies Act, 2013. Hence,
remuneration was paid as per Schedule V of the Companies Act, 2013

Total Managerial Remuneration (A+B)

112.81 Lacs

Total ceiling as per the act (11% Net Profits of

the Company calculated as per Section 198 of
the Companies Act, 2013))

The Company has incurred a net loss of Rs. 1495.42 lacs as per the
calculation under Section 198 of the Companies Act, 2013. Hence,
remuneration was paid as per Schedule V of the Companies Act, 2013

Note:
(1) Ms. Pushpa Chowdhary was appointed as an Additional Director and Member of the Audit and Nomination and Remuneration
Committee by the Board in its meeting held on 30th May, 2014.
(2) Dr. Raghavachari Srinivasan ceased to be a Director of the Company w.e.f. 26th September, 2014 and Ceased to be the Chairman
and Member of the Audit and Nomination and Remuneration Committee pursuant to the reconstitution of the Committee by the
Board on 30th May, 2014.

C.
SL.
No.

VII.

38

Remuneration to Key Managerial Personnel other than Managing Director / Whole-time Directors / Manager
Particulars of Remuneration

Mr. Chandan Arora,

Chief Financial
Officer
(appointed on
1st Sept, 2014)
(`)

Mr. Pumit Kumar

Chellaramani,
Company Secretary
(resigned on
15th Nov, 2014)
(`)

Total
Amount
(`)

Gross salary
(a) Salary as per provisions contained in
45,98,956
11,29,783
57,28,739
section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2)
Income-tax Act, 1961
(c) Profits in lieu of salary under
section 17(3) Income-tax Act, 1961
2
Stock Option
3
Sweat Equity
4
Commission
- as % of profit
- Others, specify
5
Others, specify
Provident Fund
1,75,000
39,938
2,14,938
Non-taxable Reimbursements
30,897
30,897
Total
48,04,853
11,69,721
59,74,574
Penalties / Punishment / Compounding of Offences
There were no penalties / punishment / compounding of offences for breach any section of Companies Act against the Company or it
Directors or other officers in default if any during the year.

Boards Report (Contd.)

Annexure - G to Boards Report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO
Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014
(A) Conservation of Energy
(I)

The steps taken or impact on conservation of energy:

Shalimar Paints have manufacturing facilities at multiple locations. All these manufacturing facilities continued
their efforts to reduce the specific energy consumption. Energy consumption is tracked on continues basis at
individual factory level. In addition to the regular practices and measures for energy conservation, many new
initiatives were driven across the manufacturing units. The measures taken at your Companys manufacturing
units are summarized as below:
Process standardization,optimization and automation for making them energy efficient.
Efforts have been put consistently year on year to optimize the use of energy consumption in production processes
and operation of utilities. A few notable measures taken last year include:
l

Resin and Packaging plant design with gravity flow at Nashik Plant.

Use of cooling water for faster temperature adjustment and lower cycle time.

Proper insulation of thermo pack and cooling water line for minimum heat loss.

Periodical monitoring of Vacuum line, Compressed Air line, Steam and thermo pack line for any kind of
leakage and immediate repairs if any.

Optimized mill base consistency during grinding process for efficient dispersion at lower energy and higher
throughput.

Standardized tip speed and improved agitator / cowl design that produce higher sheer and generate less heat
for energy efficient dispersion process.

Optimum grinding media to mill base ratio for enamels for energy efficient processing.

Use of high pressure water jet for cleaning TSD and HSD for generating minimum quantity of wash water,
most part of which is used in the product itself.

In process of replacing fixed drive operationin case of TSD and HSD to Variable Frequency Drive (VFDs) for
energy efficient operations.

Replacement of conventional lamps at laboratory and office with LED or energy efficient lamps.

Installation of LED at Chennai Plant.

(II) The steps taken by the company for utilizing alternate sources of energy:
l

Solar based day light system at manufacturing plant and periodical cleaning of translucent sheets for optimal
light inside plant during day time.

Planning solar panels based energy efficient street lighting at plants.

(III) The capital investment on energy conservation of equipments:

The Company has not made any capital investment on energy conservation equipment during the financial year
2014-15.

ANNUAL REPORT 2014-15

39

Boards Report (Contd.)

(B) TECHNOLOGY ABSORPTION
(I)

The efforts made towards technology absorption:

The Research and Development department (R&D) of our Company is carrying out the following activities to fulfil
short term and long term business goals of your Company:
l

Continuous value engineering through various means such as formula modification, new and alternate RM
use, vendor development.

Import substitution and identification of new local counter raw materials for development.

Development of new products and processes related to interior and exterior decorative coatings, Industrial
protective and maintenance coatings and intermediates.

Development of Resins and other polymeric intermediates for paints and coating.

Development of Packaging and General Industrial coatings.

Up gradation of existing product and processes to improve quality, reduce cost, save cycle time, energy
consumption and overall operational efficiency.

Optimization of products and processes to minimize waste generation and address environmental and safety
concerns.

Development of effective and efficient test methods to speed up testing of incoming raw materials.

Undertaking collaborative development and testing projects with vendors, academia and institutes.

(II) The benefits derived like product improvement, cost reduction, product development or import substitution:
During financial year 2014-15 following 5 new product upgrades were undertaken for benchmarking,
development, validation and soft launch.
l

No 1 Primer for interior masonry surface upgrade.

Super Shaktiman for Exterior masonry surface upgrade.

No. 1 Silk Upgrade for interior finishing.

No. 1 PAD Upgrade.

Superlac High Gloss Enamel, White and 16 shades plus three machine tintable bases upgrade In addition,
following New products were developed and validated during the financial year 2014-15.

Development and certification of Solvent Free Epoxy Coating for potable water application.

Development and certification of Bitumen coating for potable water application.

Development of Surface tolerant self-priming anticorrosive coating.

Development of Zinc Silicate fast drying primer with 60% volume solids.

Development of coating system for LPG cylinders.

(III) Your Company has not imported any technology during last three years reckoned from the beginning of the
financial year.
(IV) The expenditure incurred on Research and Development:
` in Lacs
Particulars
Capital

40

FY 2014-15

FY 2013-14

70.04

1.32

Recurring

129.86

182.13

Total

199.90

183.45

Boards Report (Contd.)

Your Company has accorded highest priority in making the entire premium range of decorative products
environment friendly (Green). Programs are continuing to make the remaining products environment friendly and
free from known toxic chemicals, wherever possible, without affecting performance and minimum or no cost
impact. Your Company has also completed the mapping of toxicity levels of raw materials and identified measures
to be taken to mitigate risk during handling, manufacture and application. These measures are under
implementation across plants. Appropriate mechanism has been instituted to prevent use of toxic materials.
In new product design, your Company is also looking for alternate manufacturing machineries to improve
manufacturing efficiency w.r.t. cycle time, power consumption, waste reduction etc. A number of programs are
undertaken in collaboration with R&D and manufacturing to design specific formulations Right First Time (RFT)
and improving quality consistency.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
` in Lacs
(Equivalent INR value of
various currencies)
Particulars
Inflow
Outflow

FY 2014-15

FY 2013-14

34.70

80.80

2795.80

3553.30

ANNUAL REPORT 2014-15

41

Boards Report (Contd.)

ANNEXURE -'H' to Board's Report
Particulars of employees
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are given below:
Relevant
Clause
u/r 5(1)
(i)

(ii)

Prescribed Requirement

Ratio of the remuneration of each director to the

Median Remuneration to the employees of the
company for the financial year

The percentage increase in remuneration of each

director, CFO, CEO, Company Secretary or
Manager, if any ,in the financial year.

Details

Ratio of the remuneration of Mr. Sameer Nagpal, Managing Director & CEO to the median
remuneration of employees 58.25:1
Notes :
1.

Sitting fees paid to the Directors have not been considered under this clause

2.

For calculation of median remuneration overall payout is considered which includes

basic salary, allowances, contribution towards provident fund, statutory bonus and
excludes gratuity and leave encashment.

KMP

Remuneration
2014-15
(Rs.)

Mr. Sameer Nagpal,

Managing Director & CEO
Appointed on 25th May, 2013)

1,40,00,000

Mr. Chandan Arora, CFO

(Appointed on 1st September, 2014)

1,00,00,000

Mr. Pumit Kumar Chellaramani,

Company Secretary
(Appointed on 12th September, 2013 and
Resigned on 15th Nov ember, 2014)
Mr. Deepak Khetan
(appointed on 18th January, 2013 and
resigned on 19th February, 2014)

Remuneration
2013-14
(Rs.)

21,50,000

NA

1,30,00,000

Change
in %
8%

N.A.

NA

19,25,000

12%

68,00,140

NA

Note: While calculating remuneration total cost to the Company is considered, which
includes basic salary, allowances, contribution towards provident fund, statutory bonus,
performance linked variable pay, gratuity and excludes leave encashment.
(iii)

Percentage increase in median remuneration of

employees in the financial year

(-3.96%)
Note: For calculation of median remuneration overall payout is considered which includes
basic salary, allowances, contribution towards provident fund, statutory bonus and excludes
gratuity and leave encashment.

(iv)

Number of permanent employee on the rolls of the

company.

609 Employees

(v)

Explanation on the relationship between average

increase in remuneration and company
performance.

Average increase in remuneration: 5 % (As per Market Norms)

Note: While calculating remuneration total cost to the Company is considered, which
includes basic salary, allowances, contribution towards provident fund, statutory bonus,
performance linked variable pay, gratuity and excludes leave encashment.

(vi)

Comparison of the remuneration of the Key

Managerial Personnel against the performance of
the company.

Despite Net Loss during the year, your company has paid remuneration to Key Managerial
Personnel as per market norms as your Company is committed in ensuring fair pay and
healthy work environment for all its employees.

(vii)

Variations in the market capitalisation of the

company, price earnings ratio as at the closing
date of the current financial year and previous
financial year and percentage increase over
decrease in the market quotations of the shares of
the company in comparison to the rate at which the
company came out with the last public offer

Variations in market capitalisation.

- Market Capitalisation as at 31.03.2014: Rs. 139.40 Cr
- Market Capitalisation as at 31.03.2015: Rs 266.41 Cr.
Variations in the PE Ratio
PE Ratio as at 31.03.2014: N.A.*
PE Ratio as on 31.03.2015: N.A. *
Note: *EPS is negative for the financial year 2014-15 and 2013-14.
Percentage increase over decrease in the market quotations of the shares of the company in
comparison to the rate at which the company came out with the last public offer: 7037%
(Closing share price on National Stock Exchange of India Limited has been used for above
calculations. This does not consider the bonus shares issues, if any, after initial public offer.)

42

Boards Report (Contd.)

Relevant
Clause
u/r 5(1)
(viii)

Details

Prescribed Requirement

Average percentile increase already made in the

salaries of employees other than the managerial
personnel in the last financial year and its
comparison with the percentile increase in the
managerial remuneration and justification thereof
and point out if there are any exceptional
circumstances for increase in the managerial
remuneration;

Average increase in the salaries of employees other than the managerial personnel is 5%
which is in line with the average increase of 5% in the managerial remuneration.
Note: while calculating remuneration total cost to the Company is considered, which
includes basic salary, allowances, contribution towards provident fund, statutory bonus,
performance linked variable pay, gratuity and excludes leave encashment.

(ix)

Comparison of the each remuneration of the Key

Managerial Personnel against the performance of
the company

Covered in sub clause vi above.

(x)

The key parameters for any variable component of

remuneration availed by the directors

None of the Directors of your company has availed any variable component of remuneration
during the year.

(xi)

The ratio of the remuneration of the highest paid

director to that of the employees who are not
directors but receive remuneration in excess of the
highest paid director during the year;

There is no employee of the company who received remuneration in excess of the highest
paid director during the year.

(xii)

Affirmation that the remuneration is as per the

remuneration policy of the company.

It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and
senior management is as per the Nomination and Remuneration Policy of your Company.

Statement containing the particulars of employees in accordance with Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
1.

Details of employees, employed throughout the financial year 2014-15, was in receipt of remuneration for that year
which in aggregate, was not less than sixty lakh rupees
Name

Designation

Sameer Nagpal MD & CEO

2.

Remuneration
received

Qualification

Experience
(years)

Joining
Date

Age
(years)

Last
employment

1,08,41,266

PGDBM (IIM C)

24

18-Mar-2013

46

Ingersoll Rand

Details of employees, employed for a part of the financial year 2014-15, was in receipt of remuneration for any part of
that year, at a rate which, in the aggregate, was not less than five lakh rupees per month:
Name

Designation

Remuneration
received

Qualification

Experience
(years)

Joining
Date

Age
(years)

Last
employment

Chandan Arora

CFO

48,04,853

MBA (Finance)

18

1-Sep-14

38

Diebold Systems
Pvt. Ltd.

Shankar
Subramanian

Vice President Decorative

Business

48,32,356

PGDBA

16

1-Jul-14

41

Ingersoll Rand

Notes:
1. None of the employees mentioned above is related to any Director of the Company within the meaning of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
2. None of the employees who were employed throughout the financial year ended March 31, 2015 or part thereof, were in
receipt of remuneration for that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, was
in excess of that drawn by the managing director.
3. None of the employees mentioned above hold more than 2% of the shares of your company, along with their spouse and
dependent children.
4. Remuneration includes basic salary, allowance, contribution to provident fund and superannuation fund and taxable
value of perquisites but excludes provision of gratuity and leave encashment.
5. All appointments are contractual and terminable by notice on either side.

ANNUAL REPORT 2014-15

43

Boards Report (Contd.)

Annexure - I' to Board's Report

REPORT ON CORPORATE GOVERNANCE

In Compliance with the Clause 49 of the Listing Agreement with the Stock Exchanges, the Directors submit the following
Report on the Corporate Governance, for the information of the shareholders.
1. Company's Philosophy on Code of Governance
The Company has always been committed to good corporate governance and adequate disclosure and it lays emphasis
on transparency, accountability and integrity in all its operations and dealings with its customers, dealers, employees,
shareholders and with every individual who comes in contact with the Company.
The Company believes all its actions and operations must serve the underlying goal of enhancing overall shareholders'
value, over a sustained period of time.
The Company is committed on creating and sustaining a relationship of trust, belief and transparency with all
stakeholders and as a part of its growth and development strategy, it places the highest importance on strengthening
and further developing Corporate Governance initiatives.
2. Board of Directors
Composition
The Composition of the Board is in compliance with the provisions of Section 149 (4) of the Companies Act, 2013 read
with Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement with
the Stock Exchanges. The Board of Directors of the Company has an optimum combination of Executive, Non-Executive
and Independent Directors with a promoter non-executive Director as its Chairman.
As on 31st March, 2015, the Board of Directors of the Company comprised of seven Directors, two of whom being
promoters (Non-Executive Directors) and one Executive Director. The remaining four being Non-Executive,
Independent Directors, including one woman Director.
Ms. Pushpa Chowdhary was appointed as an Additional Director, in Independent Category with effect from 30th May, 2014.
During the year under Review, Dr. Raghavachari Srinivasan, the retiring Director under Independent Category pursuant
to Clause 49 of the Listing Agreement, expressed his unwillingness to be re-appointed at the Annual General Meeting
held on 26th September, 2014 and therefore, 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 and Mr.
Surender Kumar, was appointed as the Whole-time Director and Chief Operating Officer & Chief Financial Officer by the
Board of Directors of the Company in its meeting held on 30th May, 2015.
Detailed profile of each of the Directors is available on the Company's website at www.shalimarpaints.com.
The Composition of the Board as on 31st March, 2015 and the requisite information, according to Clause 49 of the Listing
Agreement are provided below:
Name of Director

No. of other
Directorships(1)

As on 31st March, 2015

Membership and
Chairmanship of Committees
of the Board of other
Companies (2)
Member
Chairman

DIN

Category

Mr. Girish Jhunjhnuwala

01093551

Chairman-Non Executive Director

Mr. Ratan Jindal

00054026

Non Executive Director

06599230

Managing Director and CEO

Promoter Directors

Executive Director
Mr. Sameer Nagpal
Non-Executive
Independent Directors
Mr. Aditya Vikram Lodha

00036158

Independent Director

Mr. Pujit Aggarwal

00133373

Independent Director

Ms. Pushpa Chowdhary (3)

06877982

Independent Director

Mr. Rajeev Rajvanshi

00036605

Independent Director

(1)

44

Directorships held by the Directors as mentioned above do not include directorship held in Shalimar Paints
Limited, foreign companies, private limited, companies registered under Section 25 of the Companies Act, 1956 or
Section 8 of the Companies Act, 2013.

Boards Report (Contd.)

(2)

Committees considered for the purpose are those prescribed under Clause 49(II)(D)(2) of the Listing Agreement
i.e. Audit Committee and Stakeholders Relationship Committee of Indian Public Limited Companies other than
Shalimar Paints Limited. Committee membership details provided do not include chairmanship of committees as
it has been provided separately.

(3)

Ms. Pushpa Chowdhary was appointed as an Additional Director by the Board in its meeting held on 30th May, 2014
and was regularised and appointed as an Independent Director for a term of five years at the Annual General
Meeting held on 26th September, 2014.

(4)

None of the Directors are relatives of any other Director as per the provisions of Section 2 (77) of the Companies Act,
2013 read with Rule 4 of Companies (Specification of Definitions Details) Rules, 2014.

(5)

None of the Directors except the following, held equity shares in the Company as on 31st March, 2015:
Mr. Ratan Jindal

30,500 equity shares

Mr. Sameer Nagpal

2,850 equity shares

Appointment/ Re-appointment of Directors

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 has been received from a
member of the Company in terms of Section 160 of the Companies Act, 2013 signifying the intention to propose the
appointment of Mr. Surender Kumar as a Director of the Company.
Mr. Surender Kumar, was also appointed as the Whole-time Director and Chief Operating Officer & Chief Financial Officer by
the Board of Directors of the Company at its meeting held on 30th May, 2015 for a period of three years with effect from that
date, subject to the approval of the members of the Company and the Central Government.
Mr. Girish Jhunjhnuwala, Promoter Non-Executive Director is liable to retire by rotation at the ensuing 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 to offer himself for re-appointment.
The Board recommends the appointment/re-appointment, as mentioned above for the approval of the shareholders at the
ensuing Annual General Meeting.
Detailed profile and other information as required under Clause 49(VIII)(E) of the Listing Agreement, of the aforesaid
proposed appointees are provided in the Notice of the ensuing Annual General Meeting.
Board Meetings and Annual General Meeting
During the financial year 2014-15, four meetings of the Board of Directors were held i.e. on 30th May, 2014, 29th July, 2014,
11th November, 2014, 3rd February, 2015. The last Annual General Meeting (AGM) of the Company was held on 26th
September, 2014. The necessary quorum was present for all the meetings.
Details of attendance of Directors at the Board Meetings held during the financial year 2014-2015 and at the last AGM are as
follows:
Name of Director

Number of Board Meetings Attended

(Total held during tenure)

Attendance at the
last AGM

Mr. Girish Jhunjhnuwala

2 (4)

Absent

Mr. Ratan Jindal

4 (4)

Absent

Mr. Sameer Nagpal

4 (4)

Attended

Mr. Aditya Vikram Lodha

1 (4)

Absent

Mr. Pujit Aggarwal

2 (4)

Absent

Ms. Pushpa Chowdhary

4 (4)

Absent

Dr. Raghavachari Srinivasan(1)

1 (2)

Absent

Mr. Rajeev Rajvanshi

4 (4)

Attended

(1)

Dr. Raghavachari Srinivasan ceased to be a Director w.e.f. 26th September, 2014.

ANNUAL REPORT 2014-15

45

Boards Report (Contd.)

Independent Directors
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 there under Mr. Aditya Vikram Lodha, Mr.
Pujit Ravikiran Aggarwal, Mr. 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.
The Independent Directors have submitted declarations that they meet the criteria of Independence as per the provisions of
the Companies Act, 2013 and the Listing Agreement; a statement in this regard forms part of the Board's Report. The
Company has issued letter of appointment to all Independent Directors. The terms and conditions of their appointment are
available on the Company's website at www.shalimarpaints.com.
In compliance with the provisions of Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the
Independent Directors of the Company met separately on without the presence of any Non-Independent Director and
members of the Management.
Board Procedures
The Board Meetings are held within forty-five days of end of each quarter (other than the last quarter) and within sixty days of
the end of the financial year in the manner that it coincides with the announcement of quarterly and financial results. In
addition to the above, in case of urgent necessity additional Board Meetings are called. The Board Meetings are governed by
structured agenda. The agenda along with comprehensive notes and background material are circulated well in advance
before each meeting to all the Directors for facilitating effective discussion and decision making. The Board members may
bring up any matter for consideration of the Board, in consultation with the Chairman. Presentations are made by the
management on the Company's operations and other matters on a periodic basis. The proceedings of the meetings of the
Board and its Committees are recorded in the form of minutes. The important decisions taken at the Board / Committee
meetings are communicated to the concerned departments / divisions promptly.
The Board has complete access to the relevant information of the Company and to all the employees of the Company. The
details of information as per provisions of Clause 49 (II)(D)(1) are shared on a regular basis with the Board along with other
specific information.
Code of Conduct
The Company has adopted the Code of Conduct for the members of the Board and Senior Management Personnel of the
Company. The Code is available on the Company's website www.shalimarpaints.com.
A declaration signed by Mr. Surender Kumar, Whole-time Director and COO & CFO of the Company, pursuant to Clause
49(II)(E)(2) of the Listing Agreement, regarding receipt of affirmation from all the members of the Board and Senior
Management Personnel regarding compliance with Code of Conduct of the Company during the year under review is
attached.
Familiarisation Program
The Company has a well-structured familiarisation, induction and training program for the new appointees on the Board. The
Company through such programs provides them with an opportunity to familiarisewith the Company, its management, its
operations, the business model of the Company, the industry in which the Company operates, their roles, rights and
responsibilities in the Company. They are also informed about the policies of the Company including the Code of Conduct for
the Board Members and Senior Management Personnel and the Code of Conduct to regulate, monitor and reporting of
trading by insiders etc.
The Directors are given periodic presentation in the Board and Committee meetings in order to provide details on the
business and performance updates, Company's strategy and operating plans, product offerings, finance and risk
management system etc.
The detailed familiarisation program for Independent Directors is available on the Company's website www.shalimarpaints.com.

46

Boards Report (Contd.)

3.

Audit Committee
The Company's Board has a qualified and Independent Audit Committee. The Committee was reconstituted on 30th May,
2014. As on 31st March, 2015, the Committee comprised of four Non-Executive Independent Directors, under the
Chairmanship of Mr. Rajiv Rajvanshi. The Composition of the Audit Committee is in compliance with the provisions of
Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The Company Secretary acts as the Secretary of the Committee. The Chairman of the Committee was present at the last
Annual General Meeting (AGM) held on 26th September, 2014.
The Committee met four times during the year under review, i.e., on 30th May, 2014, 29th July, 2014, 11th November, 2014
and 3rd February, 2015. The attendance of the members of the Committee is given below:Name of the Member

Category

No. of Meetings attended

(total held during the tenure)

Mr. Rajiv Rajvanshi (Chairman)(1)

Independent Director

4 (4)

Mr. Aditya Vikram Lodha

Independent Director

1 (4)

Mr. Pujit Aggarwal

Independent Director

2 (4)

Ms. Pushpa Chowdhary(2)

Independent Director

3 (3)

Dr. Raghavachari Srinivasan(3)

Independent Director

1 (1)

(1)
(2)
(3)

Appointed as the Chairman of the Committee by the Board on 30th May, 2014
Appointed as the member of the Committee by the Board on 30th May, 2014
Ceased to be the Chairman and Member of the Committee pursuant to the reconstitution of the Committee by the
Board on 30th May, 2014

The terms of reference of the Audit Committee of the Company are in accordance with Clause 49(III)(D) and (E) of the
Listing Agreement and Section 177 of the Companies Act, 2013.
4.

Nomination and Remuneration Committee

The Board of Directors of the Company re-named and re-constituted the existing Remuneration Committee as
'Nomination and Remuneration Committee', with effect from 30th May, 2014. As on 31st March, 2015, the Committee
comprised of three Non-Executive Independent Directors. The composition of the Nomination and Remuneration
Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing
Agreement.
The Company Secretary acts as the Secretary of the Committee. The Chairman of the Committee was present at the last
AGM held on 26th September, 2014.
The Committee met three times during the year under review, i.e., on 30th May, 2014, 29th July, 2014 and 11th
November, 2014. The attendance of the members of the Committee is given below:
Name of the Member

Category

No. of Meetings attended

(total held during the tenure)

Mr. Rajiv Rajvanshi (Chairman)(1)

Independent Director

3 (3)

Mr. Aditya Vikram Lodha

Independent Director

1 (3)

Ms. Pushpa Chowdhary(2)

Independent Director

2 (2)

Dr. Raghavachari Srinivasan(3)

Independent Director

1 (1)

(1)
(2)
(3)

Appointed as the Chairman of the Committee by the Board on 30th May, 2014
Appointed as the member of the Committee by the Board on 30th May, 2014
Ceased to be the Chairman and Member of the Committee pursuant to the reconstitution of the Committee by the
Board on 30th May, 2014

The terms of reference of the Nomination and Remuneration Committee of the Company are in accordance with Clause
49(IV)(B) of the Listing Agreement and Section 178 of the Companies Act, 2013.
In accordance with the provisions of the Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999, the Committee has been entrusted with the power and
responsibilities to administer and monitor the ESOP Scheme, formulating the various terms and conditions under the
scheme, decide on future grants, allot shares upon exercise of options and to do all such acts relating to stock options.

ANNUAL REPORT 2014-15

47

Boards Report (Contd.)

Nomination and Remuneration Policy
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.
The Nomination and Remuneration Policy of the Company is posted on the Company's website link at:
http://www.shalimarpaints.com/upload/investor_reports/Nomination%20and%20Remuneration%20Policy.pdf forms
part this report.
Details of the Remuneration to Directors during the Financial Year 2014-15
All the non-executive Directors are being paid sitting fees for attending meetings of the Board and Committees thereof.
During the year under review there was an increase in the sitting fee from Rs. 10,000/- to Rs. 20,000/- for attending each
Board Meeting and the sitting fee for attending Committee meeting remained unchanged at Rs. 10,000/- for each
Committee meeting. The Executive Director is being paid remuneration as approved by the Shareholders of the
Company and subject to the approval of the Central Government.
The details of sitting fees paid to the non-executive directors during the financial year 2014-15 are given below:Name of Director

Sitting Fees (`)

Mr. Girish Jhunjhnuwala

30,000

Mr. Ratan Jindal

60,000

Mr. Aditya Vikram Lodha

40,000

Mr. Pujit Aggarwal

40,000

Ms. Pushpa Chowdhary

1,10,000

Dr. Raghavachari Srinivasan

30,000

Mr. Rajeev Rajvanshi

1,30,000

The details of remuneration paid to Mr. Sameer Nagpal, Managing Director and CEO during the year under review and
other relevant disclosures are given below:
(Figures in `)
Name
Mr. Sameer Nagpal

Salary

Other
Allowances

Contributionto PF
and Other funds

33,00,000

71,45,266

3,96,000

Total

Period of
Agreement

Notice Period

1,08,41,266 Three years with effect Three months notice

from 25th May, 2013
by either party

Note:

5.

1.

Mr. Sameer Nagpal has resigned from the Company w.e.f. 30th May, 2015.

2.

Mr. Nagpal was granted 2,80,000 ESOPs, pursuant to the Company's 'ESOP Scheme 2013' of which 14,000 ESOPs
have been vested. He has since been allotted 14,000 equity shares on 3rd July, 2015, on exercise of his grant @
Rs.43.80 per equity share. Upon his resignation, he ceased to be entitled for remaining options granted to him.

Stakeholders Relationship Committee

During the period under review, the nomenclature of the Shareholders' Grievance Committee was changed to
Stakeholders Relationship Committee pursuant to the provisions of Section 178 of the Companies Act, 2013 and
Clause 49 of the Listing Agreement. The composition of the Stakeholder Relationship Committee is in compliance with
the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The Stakeholders Relationship Committee of the Board of Directors of the Company is comprised of Mr. Girish
Jhunjhnuwala and Mr. Aditya Vikram Lodha under the Chairmanship of Mr. Aditya Vikram Lodha. Mr. Pumit Kumar
Chellaramani, Company Secretary of the Company was designated as Compliance Officer till the date of his resignation
w.e.f. 15th November, 2014. Ms. Bernadette Dominic, Company Secretary, has been designated as Compliance Officer
w.e.f. 30th May, 2015.

48

Boards Report (Contd.)

The details of the complaints, excluding correspondences which are not in the nature of complaints, are given below:No. of complaints pending as on 1st April, 2014

Nil

No. of complaints received during the year

No. of complaints redressed during the year

No. of complaints pending as on 31st March, 2015

Nil

The Committee looks into redressal of complaints received from shareholders. It is the policy of the Company to
promptly attend to and resolve the complaints received from the shareholders.
The Board of Directors of the Company has delegated the power of transfer and transmission of shares to the Registrar
and Share Transfer Agents of the Company who are attending these transfer formalities fortnightly, under the overall
supervision of the Company's Secretarial Department.
6.

Corporate Social Responsibility (CSR) Committee

In compliance with the requirements of Section 135 of the Companies Act, 2013, the Company has constituted the
Corporate Social Responsibility Committee. The Company has framed a Corporate Social Responsibility Policy, the
purpose of which is to articulate what Corporate Social Responsibility (CSR) means to the Company, kind of projects to
be undertaken, identifying broad areas of intervention, approach to be adopted to achieve the CSR goals and monitoring
mechanism. The framework enables to put in place, policies and practices in line with this Policy. The CSR Policy is an
attempt to showcase the linkage of the Company's social objectives with business strategy.
As on 31st March, 2015, the Committee comprised of three members namely Mr. Sameer Nagpal, Mr. Rajiv Rajvanshi
and Ms. Pushpa Chowdhary under the Chairmanship of Mr. Sameer Nagpal.
The Company's Corporate Social Responsibility Policy is available on the Company's website at
www.shalimarpaints.com.
The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules,
2014 is annexed as 'Annexure - E' to the Board's Report.

7.

Subsidiary Companies
The Company has two unlisted subsidiary companies, which are not material as per the Clause 49(V)(E) of the Listing
Agreement. The Audit Committee of the Company reviews the financial statements of these Subsidiaries.
The Company's Policy on Material Subsidiaries is available on the Company's website at www.shalimarpaints.com.

8.

CEO/CFO Certification
As required under Clause 49(IX) of the Listing Agreement, Mr. Surender Kumar, Whole-time Director and COO & CFO of
the Company has certified to the Board of Directors, inter-alia, the accuracy of the financial statements and adequacy of
internal control for the financial reporting purpose, for the year under review.

9.

General Body Meetings

The details of the last three Annual General Meetings are given below:For the
Financial year

Date of AGM

Time

No. of Special
Resolutions

2013-14

26.09.2014

12.00 Noon

The Lake Land Country Club,

Kona Expressway, P.O. Munshidanga,
P.S. Domjur, Howrah 11403

2012-13

06.08.2013

11.00 A.M.

Goaberia,
P.O. Danesh Shaikh Lane,
Howrah 711 109

2011-12

18.07.2012

11.00 A.M.

Goaberia,
P.O. Danesh Shaikh Lane,
Howrah 711 109

None

Venue

At the above mentioned meetings, all the Resolutions were passed on show of hands. During the year under review,
there was no such business which required passing of resolution through postal ballot.

ANNUAL REPORT 2014-15

49

Boards Report (Contd.)

10. Disclosure
There were no materially significant related party transactions i.e. transactions of material nature made by the
Company with its promoters, directors or the management, their subsidiaries or relatives etc. that may have potential
conflict with the interest of the Company at large. The requisite disclosure on 'Related Party Transactions' pursuant to
Accounting Standard 18 has been given in Note No. 2.39 of Notes to the Accounts. The Company has adopted a Policy on
Related Party Transaction which is posted on the Company's website at www.shalimarpaints.com.
No strictures or penalties have been imposed on the Company by the Stock Exchanges or the Securities and Exchange
Board of India (SEBI) or any other statutory authority on any matter related to capital market during the last three years.
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. The Whistle Blower Policy has been uploaded on the Company's
website at www.shalimarpaints.com. 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 complied with all mandatory requirements of Clause 49 of the Listing Agreement. The Company has
also adopted non-mandatory requirement viz. the Company has moved towards a regime of unqualified financial
statements.
11. Management Discussion and Analysis
Industry Structure and Development
The Indian Paint Industry which stands at estimated `40,000 crores is broadly divided into two segments decorative and
industrial. The decorative segment contributes approximately 73% whereas industrial segment contributes remaining
27%. The organised players of the industry cater to almost 65% of overall demand, the unorganized players of the
industry take care of the remaining 35% by value.
The decorative paint market is segmented into high and medium end acrylic exterior and interior emulsions and enamel
paints, low end distempers, wall putty, primers, cement paints, and wood coatings. They can also be broadly categorised
into water and solvent based paints. The rural sector in India has a major share of decorative paints segment. Thus any
benefit to the rural sector for improving the dispensable income is directly co-related to the growth of the paint industry.
Similarly, industrial paint market is further segmented into high performance coating, powder coating, coil coating and
automotive coating.
Industry Outlook
The Indian Paint Industry has been sluggish in the past few years. However, it is likely to surge from the current level of
about ` 40,000 crores to about ` 62,000 crores by 2018 witnessing a breakthrough double-digit compounded annual
growth rate (CAGR) of 12-13%.
The rural market has grown at a rate of around 20% a year in fiscal year 2014. Hence, increase in sales outside metros is
witnessing a handsome growth. Due to increased government funding for infrastructure, demand for paints both in
industrial and decorative is set to rise, thereby rendering Indian paint industry to be poised for further growth. India is an
emerging economy and with a rising GDP and the subsequent growth in industrial activities and infrastructural
developments. Aided with increased Government spending on infrastructure in India, market is optimistic about its impact
on the paint industry.
Opportunities and Threats
Paint Industry in India is driven by growth not only in construction activities but also in automotive industry. Media
exposure and innovative marketing initiatives by the players have also added impetus to increasing awareness about
latest trends prevalent in the sector. Due to increased Government funding for infrastructure, paint industry is poised for
growth.
A further analysis of key drivers and challenges of the market indicate the factors for growth of the market including
boom in real estate construction, growth in industrial sector, growth in automobile industry, increase in disposable
income, increased government expenditure on infrastructure.
Your Company is poised to grow in the Decorative as well as Industrial segment. The Company is in the process of
reinforcing its current production facilities and is simultaneously expanding its manufacturing base to new
geographical locations. Many new products are ready for launch in the coming months.

50

Boards Report (Contd.)

Risk and Concerns
The paint sector in India is facing certain challenges. Factors like rising input prices and stringent environmental
regulations pose a barrier for growth.
The paint sector is raw material intensive, with over 300 raw-materials (50% petro-based derivatives) involved in the
manufacturing process. Since most of the raw materials are petroleum based, the industry is sensitive to crude oil
prices. Another concern is that the demand for paint, being a discretionary expenditure, is typically hurt during periods
of inflation.
Further, as the growth of Paint Industry is aligned with the growth of economy, any sluggish economic growth may
adversely impact the business of the Company. Similarly, depreciating rupee may also impact the profitability of your
company. However, recent softening of oil prices would reduce the raw material cost thereby boost up your company's
financial performance.
Internal Control Systems
The internal control system is an integral part of the general organizational structure of the Company. The system is
highly structured and totally in sync with the size and nature of its business. This process is aimed at pursuing the values
of both procedural and substantial fairness, transparency and accountability. External audit firms are appointed at
various locations of the Company to conduct regular audits. The internal control system is basically a set of rules,
regulations, policies and procedures which run on softwares with in-built authorizations for enhanced control.
Financial Performance
The financial year 2014-15 had been a challenging year for us. The Company reported total revenue from operations &
other income of ` 48564.47 lacs as against ` 54607.17 lacs during FY 2013-14. One of the factor affecting the companys
performance was an unfortunate fire incident at our Howrah plant, leading to a loss in production capacity. 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.
Segment-wise or product wise performance
The Company offers an extensive range of Decorative and Industrial paint products for interior and exterior segments.
The portfolio of the Company spans across product categories and price points catering to a wide variety of consumers.
During the Financial Year 2014-15, the decorative segment recorded a gross sales of ` 360 crores and the industrial
segment was at ` 155 crores.
The Company has started strengthening its presence in the consumer business to emerge as a strong contender in the
Indian Paint Industry. During the year, the Company launched five products in the decorative segment to reinforce its
business. The Company is now poised to focus on development of eco-friendly and water-based decorative products in
the near future.
In the Industrial Products segment, the Company has introduced new product categories during the Financial Year
2014-15, key categories being single coat primer-cum-finish, epoxy based DTM coating, solvent free epoxy coating,
bitumen coating for potable water application, surface tolerant (self-priming) anticorrosive coating, zinc silicate fast
drying primer and coating system for LPG cylinders.
HR Initiatives
The company truly believes that employees are the most important asset in any organisation. Therefore, Shalimar
provides a workplace where employees can fully demonstrate their skills and capabilities and thereby maximize their
potential to the fullest.
The company's recruitment policy is to select applicants according to their capability, competence and relevant
experience based on a fair recruitment process. Keeping this philosophy in mind, the talent pool of the organisation was
enriched during the year in order to achieve the organisational goals. Induction process was revisited and strengthened
besides a rigorous product training module for all new joinees.
At Shalimar, communication between management and employees is strongly encouraged as a means of sharing the
company's Management Philosophy and policies. There are open platforms wherein two-way communication takes
place with the management regarding the employees concerns and grievances. The company is committed to the
comprehensive health management of its employees and a lot of initiatives were taken during the year to sensitize the
employees towards their health and safety through the EHS scheme.
12. Means of Communication
The quarterly and annual results are generally being published in Financial Express in English language and in local
Bengali newspaper and are also posted on the Company's website www.shalimarpaints.com.
The Company has not made any presentation to institutional investors or analysts during the year under review.

ANNUAL REPORT 2014-15

51

Boards Report (Contd.)

13. General Shareholder Information:
a)

As indicated in the Notice dated 20th July, 2015, the 113th Annual General Meeting of the Company will be held on
Monday, 28th September, 2015 at 12:00 Noon at The Lake Land Country's Club, Kona Expressway,
P.O.: Munshidanga, P.S. : Domjur, Howrah 711 403

b)

The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday 23rd
September, 2015 to Monday 28th September, 2015 both days inclusive.

c)

Financial Calendar: The unaudited/audited financial results of the Company for the following quarters ending/year
ending will be published on or before the dates mentioned against the respective period:

d)

For the Quarter ending 30th June, 2015 (Unaudited)

: 20th July, 2015

For the Quarter ending 30th September, 2015 (Unaudited)

: 14th November, 2015

For the Quarter ending 31st December, 2015 (Unaudited)

: 14th February, 2016

For the year ending 31st March, 2016 (Audited)

: 30th May, 2016

The Shares of the Company are listed with the following Stock Exchanges with the stock code mentioned there
against:
Stock Code
1.

The Calcutta Stock Exchange Limited*

7, Lyons Range, Kolkata - 700 001

2.

BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai - 400 001

3.

National Stock Exchange of India Ltd.

Exchange Plaza, Badra Kurla Complex
Bandra (E), Mumbai 400 051

10029193
509874

SHALPAINTS

The stock code (ISIN) for the Companys shares in demat segment is INE849C01026.
*The Company has since received a letter dated 2nd July, 2015 from the Calcutta Stock Exchange Limited (CSE),
approving voluntarily delisting of the Company's shares from CSE with effect from 3rd July, 2015, as applied for by
the Company vide its letter dated 30th May, 2014 under the Securities & Exchange Board of India (Delisting of
Equity Shares) Regulations, 2009.
e)

The monthly high and low quotations during the last financial year on BSE Limited (BSE) and National Stock
Exchange of India Ltd. (NSE) are given below :Month

BSE

NSE

High

Low

High

Low

April 2014

93.00

73.85

93.65

73.00

May 2014

101.70

79.00

102.00

80.00

June 2014

101.00

79.80

101.10

79.00

July 2014

104.40

85.30

104.40

85.25

August 2014

99.50

84.05

100.00

84.05

September 2014

174.45

90.85

174.40

92.20

October 2014

190.45

143.05

190.45

145.35

November 2014

171.75

143.10

171.85

143.10

December 2014

189.85

138.05

189.90

144.00

January 2015

172.90

152.00

173.90

152.10

February 2015

156.00

126.30

156.85

123.00

March 2015

169.00

128.60

169.90

128.55

So far as monthly high and low quotations on the Calcutta Stock Exchange Limited are concerned, there was no
trading during the year under review.

52

Boards Report (Contd.)

f)

(i)

Performance of the price of the Company's shares on BSE vis--vis BSE Sensex during the period under
review, is given below:
Month
Companys Shares price
BSE Sensex
High
Low
High
Low
April 2014
93.00
73.85
22939.31
22197.51
May 2014
101.70
79.00
25375.63
22277.04
June 2014
101.00
79.80
25725.12
24270.02
July 2014
104.40
85.30
26300.17
24892.00
August 2014
99.50
84.05
26674.38
25232.82
September 2014
174.45
90.85
27354.99
26220.49
October 2014
190.45
143.05
27894.32
25910.77
November 2014
171.75
143.10
28822.37
27739.56
December 2014
189.85
138.05
28809.64
26469.42
January 2015
172.90
152.00
29844.16
26776.12
February 2015
156.00
126.30
29560.32
28044.49
March 2015
169.00
128.60
30024.74
27248.45

(ii)

Performance of the price of the Company's shares on NSE vis--vis NSE Nifty during the period under review
is given below:Month
Companys Shares price
NSE Nifty
High
Low
High
Low
April 2014
93.65
73.00
6869.85
6650.40
May 2014
102.00
80.00
7563.50
6638.55
June 2014
101.10
79.00
7700.05
7239.50
July 2014
104.40
85.25
7840.95
7422.15
August 2014
100.00
84.05
7968.25
7540.10
September 2014
174.40
92.20
8180.20
7841.80
October 2014
190.45
145.35
8330.75
7723.85
November 2014
171.85
143.10
8617.00
8290.25
December 2014
189.90
144.00
8626.95
7961.35
January 2015
173.90
152.10
8996.60
8065.45
February 2015
156.85
123.00
8941.10
8470.50
March 2015
169.90
128.55
9119.20
8269.15

g)

h)

i)

MCS Share Transfer Agent Ltd. having its office at 12/1/5, Manoharpukur Road, Kolkata, West Bengal 700026,
Phone Nos. 033-40724051 & 52, Fax.: 033-40724050 are the Registrar and Share Transfer Agents of the Company
for both physical as well as demat segment.
The share transfer work is being carried out by the Company's Registrar and Transfer Agent (RTA), who are also
having connectivity with the depositories, viz., NSDL and CDSL. The power of approving the transfer of shares has
been delegated to the RTA so that they can attend to the share transfer formalities on fortnightly basis.
The distribution of shareholdings as on 31st March, 2015 is given below:No. of
Percentage
No. of
Percentage
Shareholders
Shares held
Up to 500
7425
82.45
967166
5.11
501 to 1000
847
9.41
667491
3.53
1001 to 2000
367
4.08
553561
2.92
2001 to 3000
122
1.35
313551
1.66
3001 to 4000
53
0.59
186305
0.98
4001 to 5000
39
0.43
184177
0.97
5001 to 10000
64
0.71
465196
2.46
10001 to 50000
64
0.71
1341452
7.09
50001 to 100000
8
0.09
553655
2.92
100000 & above
16
0.18
13695546
72.36
Total
9005
100.00
18928100
100.00

ANNUAL REPORT 2014-15

53

Boards Report (Contd.)

j)

Category of shareholders as on 31st March, 2015 are given below:

Promoters
Financial Institutions
NRI/NRC/FIIs
General
Total

k)
l)

m)
n)

No. of shares
11803150
338088
710294
6076568
18928100

Percentage
62.36
1.79
3.75
32.10
100.00

Dematerialization of Shares and liquidity: As on 31st March, 2015, 97.41% of Equity shares are in dematerialized
form.
The Company' s plants are located at the following places:
P.O. Danesh Shaikh Lane, Goabaria, Howrah, West Bengal (Operations suspended due to fire accident in the
l
month of March, 2014)
Village: Gonde Dumala, Tehsil: Igatpuri, Nasik and
l
No.A-1 and A-2 Sikandrabad Industrial Area, Sikandrabad, Dist. Bulandsahar, Uttar Pradesh.
l
Address for Correspondence: Secretarial Department, Shalimar Paints Limited, Plot No 64, Sector, 44, Gurgaon,
Haryana 122 001
E-Mail ID of the Grievance Redressal Division/Compliance Officer exclusively for the purpose of registering
complaints by the Investors: [email protected]
For and on behalf of the Board

Date: 20th July, 2015

Place: New Delhi

54

Surender Kumar
Whole-time Director and COO & CFO
DIN: 00510137

Rajiv Rajvanshi
Director
DIN: 00036605

Boards Report (Contd.)

DECLARATION
(Pursuant to Clause 49 I (D) (ii) of the Listing Agreement)
I, Surender Kumar, Whole-time Director and COO & CFO of the Company, do hereby declare that all the Board members and
senior management personnel of the Company affirmed compliance with the code of conduct, adopted by the Company, for
the Board of Directors and Senior Management of the Company.
Surender Kumar
Whole-time Director and COO & CFO
DIN: 00510137

Place: New Delhi

th
Date: 30 May, 2015

Compliance Certificate on Corporate Governance

(Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges)
To the Shareholders of
SHALIMAR PAINTS LIMITED
We have examined the compliance of conditions of Corporate Governance by Shalimar Paints Limited, for the year ended on
31st March, 2015, as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited
to review of procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions of
Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
In our opinion and to the best of our information and according to explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the management has conducted the affairs of the Company.

Place: New Delhi

Date: 16th July, 2015

Shipra Chattree
Practicing Company Secretary
Certificate of Practice No. 13539

ANNUAL REPORT 2014-15

55

Independent Auditors Report

To The Members of Shalimar Paints Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Shalimar Paints Limited ('the Company'), which
comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then
ended, and a summary of significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the
Act') with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of
the financial position, financial performance and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes 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 frauds
and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into
account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the
audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial
statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers
internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the
Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of
such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the
accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March
2015 and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1.

56

As required by the Companies (Auditor's Report) Order, 2015 ('the Order') issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the
paragraph 3 and 4 of the Order, to the extent applicable.

Independent Auditors Report (Contd.)

2.

As required by Section 143 (3) of the Act, we report that:

a)

we have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.

b)

in our opinion proper books of account as required by law have been kept by the Company so far as it appears from
our examination of those books;

c)

the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in
agreement with the books of account;

d)

in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e)

on the basis of the written representations received from the directors as on 31 March 2015 taken on record by the
Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in
terms of Section 164 (2) of the Act; and

f)

with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the
explanations given to us:
i)

the Company has disclosed the impact of pending litigations on its financial position in its financial
statements Refer Note 2.28 to the financial statements;

ii)

The Company did not have any long term contracts including derivation contracts for which there are any
material foreseeable losses.

iii)

There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company.

For CHATURVEDI & PARTNERS

Chartered Accountants
Firm Reg No-307068E

Place: New Delhi

Dated: 30th May , 2015

Anup Kumar Dubey

Partner
Membership No: 054975

ANNUAL REPORT 2014-15

57

Annexure to the Auditors Report

The Annexure referred to in our Independent Auditors' Report Report on Other Legal and Regulatory Requirements to the
members of Shalimar Paints Limited (the Company) on the standalone financial statements for the year ended 31 March
2015, we report that:
(i)

(ii)

(a)

There has been fire during previous year in the Howrah factory of the Company resulting in damage to its fixed
assets comprising Building and Plant & Machineries. The fixed assets register was also destroyed in fire. The
Company has commenced the reconstruction of fixed assets register showing full particulars, including
quantitative details and situation of fixed assets.Hence , we are unable to comment on para 3(i)(a) of the 'Order'.

(b)

Except damaged fixed assets above,other fixed assets of the Company have been verified periodically by the
management during the year in a phased manner, which in our opinion is reasonable, having regard to the size of
the Company and nature of its assets. Since the complete fixed assets register could not be made available to us for
the reason stated in 1(a) above, we are unable to comment on para 3(1) (b) of the 'Order' - whether any material
discrepancies on physical verification existed as compared to fixed assets register .

(a)

The inventories(except damaged due to fire in previous year) have been physically verified by the management at
regularintervals during the year.

(b)

In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and
adequate in relation to the size of the Company and the nature of its business.

(c)

The Company has maintained proper records of inventory. There were no material discrepancies noticed on
physical verification of inventory as compared to the book records.

(iii) The Company is to receive balance consideration money of Rs 499.16 lacs [ Note 2.13(ii)] from its subsidiary, Shalimar
Adhunik Nirman Limited, for transfer of its assets & expenses incurred on behalf of the said subsidiary. The said due
amount is not interest bearing and shown as loan & advances to related party. There is no stipulation as regard
repayment schedule , and such loans & advances, as informed , are repayable on demand. Except this, the Company
has not granted any loans, secured or unsecured , to companies, firms or other parties covered in the register
maintained under section 189 of the Companies Act, 2013. Hence, paragraph 3 (iii) (a) & (b) of the Order, are not
applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control
system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory
and fixed assets and sale of goods and services. We have not observed any major weakness in the internal control
system during the course of the audit.
(v)

The Company has not accepted any deposits from the public; and hence, para 3(v) of the Order is not applicable.

(vi) The Central Government has prescribed maintenance of Cost Records under Section 148(1) of the Companies Act in
respect of certain manufacturing activities of the Company. We have broadly reviewed the accounts and records of the
Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been
made and maintained. We have not, however, made a detailed examination of the same.
(vii) (a)

According to the information and explanations given to us and on the basis of our examination of the records of the
Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including
provident fund, Employees' State Insurance,income tax, sales tax, wealth tax, service tax, duty of customs, duty of
excise , value added tax, cess and other material statutory dues, as applicable, have been regularly deposited
during the year by the Company with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid
statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became
payable.

58

Annexure to the Auditors Report (Contd.)

(b)

According to the information and explanations given to us, there are no material dues of income tax or sales tax or
wealth tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been
deposited with the appropriate authorities on account of any dispute, except the following disputed statutory dues
aggregating ` 917.70 lacs.
Sl Name of the statute
No.

Nature of dues

Forum where dispute is pending

01. Central Excise Act, 1944

Excise Duty

Various Assessing, Appellate &

Tribunal Authorities

293.71

02. Sales Tax Act

Sales Tax

Various Assessing, Appellate,

Tribunal & Revision Board
Authorities

576.04

03. Income Tax Act, 1961

Income Tax

Various Assessing, Appellate,

Tribunal Authorities

47.95

TOTAL:
(c)

Amount
(` in lacs)

917.70

According to the information and explanations given to us, the amount which were required to be transferred to the
investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of
1956) and rules thereunder, has been transferred to such fund within time.

(viii) The Company does not have any accumulated losses at the end of the financial year, and has incurred cash losses in the
financial year; however, in the immediately preceding financial year, there were no cash loss.
(ix) As per the information and explanations given to us , the Company has not defaulted in repayment of dues to financial
institutions and banks.
(x)

According to the information and the explanations given to us, the Company has not given any guarantee for loans taken
by others from banks or financial institutions.

(xi) The Company has availed term loans, and the same were applied for intended purposes.
(xii) Based on the audit procedures performed for reporting on the true & fair view of the financial statements , and as per the
information and explanations given by the management, we report that no fraud on or by the Company has been noticed
or reported during the year under audit .

For CHATURVEDI & PARTNERS

Chartered Accountants
Firm Reg No-307068E

Place: New Delhi

Dated: 30th May , 2015

Anup Kumar Dubey

Partner
Membership No: 054975

ANNUAL REPORT 2014-15

59

Standalone Balance Sheet

as at March 31, 2015
(` in Lacs)
I.

Note No.

March 31, 2015

March 31, 2014

2.1
2.2

378.57
5,782.28

378.57
6,951.63

6,160.85

7,330.20

1,842.69

28.20
747.30

1,344.68
177.47
33.70
778.31

2,618.19

2,334.16

11,136.35
15,770.27
2,156.05
6.07

9,649.70
16,185.72
2,618.51
10.43

29,068.74

28,464.36

37,847.78

38,128.72

6,766.17
287.95
76.61
84.73
248.93
718.98

2,946.62
190.25
1,763.60
84.73
681.57

8,183.37

5,666.77

10,597.90
15,010.91
93.33
912.09
3,050.18

12,135.26
15,966.83
446.29
834.94
3,078.63

29,664.41

32,461.95

37,847.78

38,128.72

EQUITY AND LIABILITIES

1. Shareholders' fund
(a) Share Capital
(b) Reserve and Surplus
2.

3.

Non-Current Liabilities
(a) Long Term Borrowings
(b) Deferred Tax Liabilities ( Net )
(c) Other Long Term Liabilities
(d) Long Term Provisions

2.3
2.4
2.5
2.6

Current Liabilities
(a) Short Term Borrowings
(b) Trade Payables
(c) Other Current Liabilities
(d) Short Term Provision

2.7
2.8
2.9
2.10

Total
II.

ASSETS
1. Non Current Assets
(a) Fixed Assets
(i) Tangible Assets
(ii) Intangible Assets
(iii) Capital Work-in-Progress
(b) Non Current Investment
(c) Deferred Tax Assets (Net)
(d) Long Term Loans and Advances
2.

2.11

2.12
2.4
2.13

Current Assets
(a) Inventories
(b) Trade Receivable
(c) Cash and Cash Equivalents
(d) Short Term Loans and Advances
(e) Other Current Assets

2.14
2.15
2.16
2.17
2.18

Total
Significant Accounting Policies and Notes on Accounts

1&2

Notes referred to above form an integral part of the Accounts.

This is the Balance Sheet referred to in our report of even date.
For CHATURVEDI & PARTNERS
Chartered Accountants
(Firm Regn. No. 307068E)
A. K. Dubey
Partner
(Mem. No. 054975)
New Delhi
May 30, 2015

60

For and on behalf of the Board

Bernadette Dominic
Company Secretary
Mem No. A31629

Surender Kumar
Whole-time Director and COO & CFO
DIN: 00510137
Rajiv Rajvanshi
Director
DIN: 00036605

Standalone Statement of Profit and Loss

For the year ended March 31, 2015
(` in Lacs)
Particulars

Note No.

2014-15

2013-14

48,324.82
4,997.90

53,958.89
5,677.00

43,326.92
239.65

48,281.89
648.28

43,566.57

48,930.17

2.21
2.22

26,783.53
3,170.77

31,591.30
3,624.06

2.23
2.24
2.25
2.11
2.26

758.03
3,669.79
2,065.18
475.76
8,128.27

(45.81)
3,821.42
2,097.48
367.71
7,834.03

I.

Revenue from Operations

Less : Excise Duty

2.19

II.

Other Income

2.20

III.

Total Revenue (I + II)

IV.

Expenses:
Cost of materials consumed
Purchases of Stock-in-trade
Changes in inventories of finished goods,
work-in-progress and Stock-in-trade
Employee benefits expense
Finance Costs
Depreciation and amortization expense
Other expense
Total Expenses

45,051.33

49,290.19

V.

(Loss) / Profit before exceptional and

extraordinary items and tax (III-IV)

(1,484.76)

(360.02)

VI.

Exceptional Items

(1,484.76)

(360.02)

VII. (Loss) / Profit before extraordinary

items and tax (V - VI)
VIII. Extraordinary items
IX.

(Loss) / Profit before tax (VII - VIII)

X.

Tax expense :
(1) Current Tax
(2) Deferred Tax

XI.

Profit/(Loss) for the period (IX+ X)

XII. Earnings per equity share :

Basic
Diluted
Significant Accounting Policies and Notes on Accounts

(1,484.76)

(360.02)

(426.36)

(80.51)

(426.36)

(80.51)

(1,058.40)

(279.51)

(5.59)
(5.53)

(1.47)
(1.47)

1&2

Notes referred to above form an integral part of the Accounts.

This is the Statement of Profit & Loss referred to in our report of even date.
For CHATURVEDI & PARTNERS
Chartered Accountants
(Firm Regn. No. 307068E)
A. K. Dubey
Partner
(Mem. No. 054975)
New Delhi
May 30, 2015

For and on behalf of the Board

Bernadette Dominic
Company Secretary
Mem No. A31629

Surender Kumar
Whole-time Director and COO & CFO
DIN: 00510137
Rajiv Rajvanshi
Director
DIN: 00036605

ANNUAL REPORT 2014-15

61

Standalone Cash Flow Statement

for year ended March 31, 2015
(` in Lacs)
2014-15
A.

CASH FLOW FROM OPERATING ACTIVITY

Net Profit / (Loss) before Tax and Extraordinary items

(1,484.76)

Adjusted for :
Depreciation
Interest/Other Income
Bad debts
Interest Expenses
Transfer from Revaluation Reserve
Loss / (Profit) on sale of Fixed Assets
Operating Profit before Working Capital Changes

475.76
(112.59)
15.34
2,065.18
(0.00)
(127.06)

Adjusted for:
Trade and Other Receivables
Inventories
Trade Payables & Other Liabilities
Direct Taxes paid (net of refund)

605.54
1,537.36
391.07
426.36

Cash Generated from Operating Activities

B.

2,316.63
831.87

2,960.33

(360.02)
367.71
(73.07)
375.42
2,097.48
(1.09)
(575.21)

(3,031.64)
1,061.28
1,247.59
(71.41)

3,792.20

CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets
Sale of Fixed Assets
Purchase of Investment (In Subsidiary Company)
Interest /Other Income Received

(2,830.57)
140.00
112.59

Net Cash used in Investing Activity

C.

2013-14

2,191.24
1,831.22

(794.18)
1,037.04

(1,366.56)
649.00
(4.00)
73.07
(2,577.98)

(648.49)

CASH FLOW FROM FINANCIAL ACTIVITIES

Proceeds from Borrowings
Interest Paid

498.00

639.38

(2,065.18)

(2,097.48)

Net Cash used in Financing Activities

(1,567.18)

(1,458.10)

(352.96)

(1,069.55)

Opening Balance of Cash and bank balances

446.29

1,515.84

Closing Balance of Cash and bank balances

93.33

446.29

Net Increase / (Decrease) in Cash and bank balances (A+B+C)

This is the Cash Flow Statement referred to in our report of even date.
For CHATURVEDI & PARTNERS
Chartered Accountants
(Firm Regn. No. 307068E)
A. K. Dubey
Partner
(Mem. No. 054975)
New Delhi
May 30, 2015

62

For and on behalf of the Board

Bernadette Dominic
Company Secretary
Mem No. A31629

Surender Kumar
Whole-time Director and COO & CFO
DIN: 00510137
Rajiv Rajvanshi
Director
DIN: 00036605

Notes to Standalone Financial Statements

1.

ACCOUNTING POLICIES

1.1

GENERAL
The financial statements have been prepared on accrual basis, except otherwise stated, and under the historical cost
convention except revalued fixed assets in accordance with the applicable accounting standards specified by the
Institute of Chartered Accountants of India and relevant provisions of Companies Act, 2013(Previous year Companies
Act, 1956).

1.2

FIXED ASSETS
Fixed Assets are stated at cost, net of cenvat. The cost comprises the purchase price and any other attributable cost of
bringing the assets to its working conditions for its intended use.
In case of revaluation of Fixed Assets, the cost / book value as written up by the approved valuer is considered in the
books of accounts and the differential amount is transferred to Fixed Asset Revaluation Reserve.
Cash generating assets are assessed for possible impairment at balance sheet dates based on external and internal
sources of information. Impairment losses, if any, are recognized as an expense in the Statement of Profit and Loss.

1.3

LEASE ACCOUNTING
The Company provides tinting systems to dealers on an operating lease basis. Lease rentals are accounted in
accordance with the respective lease agreements.

1.4

DEPRECIATION
Depreciation on fixed assets in previous year is provided at the rates and in the manner specified in Schedule XIV of the
Companies Act, 1956 and in respect of current year it is provided at the rates and in the manner specified in Schedule II
of the Companies Act, 2013 and in respect of assets added/disposed off during the year on pro-rata basis with
reference to the date of its use / disposal:
a ) In respect of assets located at Nashik,Sikandrabad and Chennai Plant - on straight line method.
b ) In respect of other assets - on written down value method.
Depreciation on amount added on revaluation in previous year is recouped from Fixed Assets Revaluation Reserve and
Depreciation on revalued assets in current year is charged in the statement of Profit and Loss Account.

1.5

INVESTMENTS
Investments, being long term in nature are stated at cost, less any diminution in value other than temporary.

1.6

FOREIGN CURRENCY TRANSACTIONS

Transactions in foreign currency are accounted for at the equivalent rupee value incurred/earned. Foreign currency
assets and liabilities at the year-end are realigned at the applicable exchange rate and variations are adjusted to the
revenue or capital heads.

1.7

INVENTORY
a ) Raw materials including materials in transit, stores & spare parts and loose tools are valued at lower of cost or
net realisable value.
b ) Stock in trade, finished goods and work-in-process are valued at lower of cost or net realisable value.
c ) The cost which is arrived at following weighted average basis, comprises all direct costs including taxes and duties
net of cenvat credits, transportation and other costs incurred in bringing the inventories to the present location
and conditions.
d ) The obsolete/damaged items of inventories are valued at estimated realisable value.

ANNUAL REPORT 2014-15

63

Notes to Standalone Financial Statements (Contd.)

ACCOUNTING POLICIES (Contd.)
1.8

SALES
The amount recognised as sale is exclusive of VAT and are net of returns. Sales are stated gross of excise duty as well as
net of excise duty; excise duty being the amount included in the amount of gross sales. The excise duty related to
difference between the closing stock and opening stock is recognised separately as part of 'material cost'.

1.9

RETIREMENT BENEFITS TO EMPLOYEES

(i)

The Company operates defined contributions schemes.

The Company makes regular contribution to provident funds which are fully funded and administered by
Government and are independent of Company's finance. Contributions are recognized in the Statement of Profit
& Loss on an accrual basis.

(ii) The Company is maintaining Defined Benefit Plan for its Gratuity Scheme. The Company contributes to gratuity
fund and such contribution is determined by the actuary at the end of the year. The gratuity fund is administered by
the Trustees.
(iii) For Schemes where recognized funds have been set up, annual contributions are made as determined as per the
actuarial valuation report. Actuarial gains & losses are recognized in the Statement of Profit & Loss. The Company
recognizes in the Statement of Profit & Loss gains or losses on curtailment or settlement of a defined benefit plan
as and when the curtailment or settlement occurs.
(iv) Provision is made for leave encashment benefit payable to employees on the basis of independent actuarial
valuation, at the end of each year and charge is recognized in the Statement of Profit and Loss.
1.10 BORROWING COST
Borrowing Costs attributable to acquisition and construction of assets are capitalized as part of the cost of such asset
upto the date when such asset is ready for its intended use. Other borrowing costs are charged to Statement of Profit
and Loss.
1.11 TAXES ON INCOME
Tax on income for the current period is determined on the basis of taxable income and tax credits computed in
accordance with the provisions of the Income Tax Act, 1961.
Deferred tax is recognized on timing differences between the accounting income and the taxable income for the year
and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date.
Deferred tax assets are recognized and carried forward to the extent that there is reasonable certainty that sufficient
future taxable income will be available against which such deferred tax assets can be realized.
1.12 VOLUNTARY RETIREMENT SCHEME
Payments made under the Voluntary Retirement Scheme (VRS) including gratuity arising pursuant to the VRS are
amortized over a period of five years commencing from the year in which it is incurred.
1.13 EMPLOYEE STOCK OPTION SCHEME
The Company determines the compensation cost based on the intrinsic value method. The compensation cost is
amortized on a straight line basis over the vesting period.
1.14 CONTINGENT LIABILITIES
Liabilities which are material in the opinion of the Company and whose future outcome cannot be ascertained with
reasonable certainty, are treated as contingent and disclosed by way of notes to the Accounts.

64

Notes to Standalone Financial Statements (Contd.)

2.

NOTES TO ACCOUNTS
(` in Lacs)

2.1

March 31, 2015

March 31, 2014

800.00

800.00

378.56

378.56

0.01

0.01

378.57

378.57

Share Capital
(i)

Authorised Capital
4,00,00,000 Equity Shares of ` 2/- each
(4,00,00,000 Equity Shares of ` 2/- each )

(ii)

Issued, Subscribed and Fully Paid-up

1,89,28,100 Equity Shares of ` 2/- each
(1,89,28,100 Equity Shares of ` 2/- each )

(iii) Share Forfeiture Account

(iv) Reconciliation of Number of Shares and share capital

Particulars

Number of shares vis--vis amount at

the beginning

As at March 31, 2015

Amount

No. of Shares

Amount

18,928,100

378.56

18,928,100

378.56

18,928,100

378.56

18,928,100

378.56

Add: Shares issued

Number of shares vis--vis amount at
the end
(v)

As at March 31, 2014

No. of Shares

Rights, preferences and restrictions attached to shares

The Company has one class of equity shares having a par value of Rs 2 each . Each shareholder is eligible for one
vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining
assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(vi) Detail of number of shares held by each shareholder holding more than 5% of the issued share capital.
Name of Shareholders

As at March 31, 2015

As at March 31, 2014

No. of Shares

% held

No. of Shares

% held

Hind Strategic Investments

5,841,570

30.86

5,841,570

30.86

Hexa Securities and Finance Co. Ltd.

1,500,000

7.92

1,500,000

7.92

Nalwa Sons Investments Ltd

(formerly Jindal Strips Limited)

1,372,590

7.25

1,372,590

7.25

Colorado Trading Company Limited

1,224,635

6.47

1,224,635

6.47

Nalwa Investments Limited

1,193,855

6.31

1,193,855

6.31

ANNUAL REPORT 2014-15

65

Notes to Standalone Financial Statements (Contd.)

2.2

March 31, 2015

(` in Lacs)
March 31, 2014

32.24

32.24

32.24

32.24

110.12
0.66
110.78

110.12
110.12

949.27

949.27

949.27

949.27

280.72
(0.00)
280.72

281.81
(1.09)
280.72

3,758.51
3,758.51

3,758.51
3,758.51

1,820.77
(1,058.40)
(111.61)

2,100.28
(279.51)

650.76

1,820.77

650.76

1,820.77

5,782.28

6,951.63

1,842.69
1,842.69

1.62
1,343.06
1,344.68

677.71
1,164.98
1,842.69

377.10
965.96
1,343.06

Reserve and Surplus

Reserve and Surplus consist of following reserves :
(i) Capital Reserve
Opening Balance
Addition during the year (net)
(ii)

Restricted stock units reserve

Employee Stock Options Outstanding
Addition during the year (net)

(iii) Securities Premium Account

Opening Balance
Addition during the year (net)
(iv) Fixed Asset Revaluation Reserve
Opening Balance
Less: Depreciation on revalued assets over historical Cost
(v)

General Reserve
Opening Balance

(vii) Surplus in the Statement of Profit and loss

Opening Balance
Add: Profit / (Loss) for the year
Less: Prior period adjustment- Depreciation
Less : Appropriations
General Reserve
Proposed Dividend
Provision for Tax on Dividend

2.3

Long Term Borrowings

Secured
Term Loans
(i) From Bank
(a) Vehicle loan
(10.25 % HDFC loan secured by hypothetication of
vehicle repayable in 36 monthly Installment)
(b) Term Loan - South Project*
*Additional information in respect of Term Loan South Project:
11.95%, HDFC Term Loan repayable in 45 monthly installment
12 %, SBI Term Loan repayable in 28 monthly installment
[Secured by (i) first charge , ranking pari passu , by way of an equitable mortgage on the land
and building , and hypothecation of other fixed assets thereon , at the Company's factory at
Nasik, Maharashtra (ii) first charge , ranking pari passu, by way of hypothecation of plant and
machinery at the Company's factory situated at Howrah, West Bengal (iii) second charge,
ranking pari passu , on the fixed assets of the Company at its factory situated at Sikandarabad,
Uttar Pradesh (iv) first pari passu charge by way of equitable mortgage of land and building of
the Company situated at village-Chinnapuliyur , Taluka-Gummidipoondi ,District - Thiruvallur,
Tamil Nadu ; and hypothecation charge over plant and machinery to be purchased out of the
term loan (v) Second pari passu charge on the entire current assets of the Company.]

66

Notes to Standalone Financial Statements (Contd.)

(` in Lacs)

2.4

2.5

March 31, 2015

March 31, 2014

(597.17)

(166.85)

348.24

344.32

(248.93)

177.47

28.20

33.70

28.20

33.70

Provision for Employees' Benefits (note 2.42)

447.30

478.31

Others

300.00

300.00

747.30

778.31

11,136.35

9,649.70

11,136.35

9,649.70

Deferred Tax Liabilities (net)

(i)

Deferred Tax Assets

Expenses allowable on payment basis

(ii)

Deferred Tax Liabilities

Depreciation and related items
(note 2.37)

Other Long Term Liabilities

Trade Deposit

2.6

2.7

Long Term Provisions

Short Term Borrowings

Secured
(i)

Loans repayable on demand

From Bank ( Cash credit and WCDL )
Secured by (i) first charge, ranking pari passu (a) by
way of hypothecation on the entire stocks and current
assets of the Company (b) by way of equitable
mortgage of land and building, and hypothecation of
other fixed assets thereon, of the Company's factory,
at Nasik, Maharashtra (c) by way of hypothecation of
plant and machinery at the Company's factory
situated at Howrah, West Bengal (ii) second charge,
ranking pari passu, (a) on the fixed assets of the
Company at its factory situated at Sikandarabad, Uttar
Pradesh (b) by way of equitable mortgage of land and
building situated at village -Chinnapuliyur, TalukaGummidipoondi, District-Thiruvallur, Tamil Nadu;
and hypothecation of plant and machinery to be
purchased out of term loan.

ANNUAL REPORT 2014-15

67

Notes to Standalone Financial Statements (Contd.)

(` in Lacs)

2.8

March 31, 2015

March 31, 2014

2,591.19

1,119.94

2,990.52

5,860.82

10,188.56

9,204.96

15,770.27

16,185.72

1.62

1.46

15.01

18.18

Employee's remuneration

350.78

317.54

Statutory Payment

692.62

632.95

Discount and Rebate

348.93

573.73

Others ( Operating Expenses )

747.09

1,074.65

2,156.05

2,618.51

Trade Payables
(i)

Acceptances

(ii)

Sundry Creditors
a)

Sundry creditors for bill discounting

(note 2.27)

b)

2.9

Others

Other Current Liabilites

(i)

Current Maturity of Long-term debts

(ii)

Unpaid Dividend

(iii) Other Payables

2.10 Short Term Provisions

Others
(i)

Provision for Income tax ( net )

(ii)

Proposed Dividend

6.07

10.43

6.07

10.43

(iii) Tax on Proposed Dividend

(vi) Provision for Employee Benefits

68

Notes to Standalone Financial Statements (Contd.)

2.11 Fixed Assets

(` in Lacs)

PARTICULARS

Tangible Assets
Land
Building
Plant & Machinery
Leased Equipment
Furniture and Fixture
Office Equipment
Motor Vehicles
TOTAL ( A )
Previous Year
II. Intangible Assets
Computer software
Trade Mark
Technical know how
Total ( B )
Previous Year`
III. Capital
Work-in-Progress
Capital WIP
Total ( C )
Previous Year`
Total ( A+B+C)
Previous Year

GROSS BLOCK

ACCUMULATED DEPRECIATION

NET BLOCK

Additions

Deletion/
Adjustments

As at
March 31,
2015

As at
April 1,
2014

For the
year

Deletion/
Adjustments

518.14
1,557.66
2,015.53
1,865.79
393.59
902.06
113.41
7,366.18
7,579.61

3,280.80
837.73
77.12
78.27
29.62

4,303.54
359.95

(85.31)
32.23
2.51

(50.57)
573.38

518.14
4,923.77
2,821.03
1,940.40
471.86
931.68
113.41
11,720.29
7,366.18

740.12
1,628.59
988.59
193.42
781.51
87.33
4,419.56
4,512.09

80.33
94.96
189.46
82.77
68.00
8.41
523.93
325.33

(52.44)
41.81

(10.63)
417.86

872.89
1,681.74
1,178.05
276.19
849.51
95.74
4,954.12
4,419.56

518.14
4,050.88
1,139.29
762.35
195.67
82.17
17.67
6,766.17
2,946.62

518.14
817.54
386.94
877.20
200.17
120.55
26.08
2,946.62

610.71
93.41
62.72
766.84
653.47

91.87

69.28
161.15
113.37

702.58
93.41
132.00
927.99
766.84

526.29

50.30
576.59
533.11

33.38
25.22
4.85
63.45
43.48

559.67
25.22
55.15
640.04
576.59

142.91
68.19
76.85
287.95
190.25

84.42
93.41
12.42
190.25

2,409.45 4,096.44
2,409.45 4,096.44
1,763.60
6,874.14 4,045.87
2,236.92
573.38

76.61
76.61
1,763.60
12,724.89
9,896.62

1,763.60
1,763.60

4,996.15
5,045.20

587.38
368.81

(10.63)
417.86

5,594.16
4,996.15

76.61
76.61
1,763.60
7,130.73
4,900.47

As at
April 1,
2014

As at
As at
March 31, March 31,
2015
2015

As at
March 31,
2014

I.

Note: (i)

(ii)

(iii)

1,763.60
1,763.60
9,896.62
8,233.08

4,900.47

Consequent to the fire incident at Howrah Factory in previous year, Fixed Asset Register, as a whole was destroyed. In the previous year, the loss of Fixed Assets due to fire
were accounted for on estimation basis.
The Company is in the process of reconstructing. Fixed Assets register in the current year and the amount of loss of Fixed Assets due to fire has been reassessed. The
difference between estimated and reassessed loss has been duly accounted for during the year by increasing the Gross Block & Depreciation by ` 110.62 Lacs & ` 53.18 Lacs,
respectively, under the head adjustments.
Depreciation on revalued Fixed assets has been provided during the year on revalued amount and the same has been charged to statement of Profit & Loss. In the earlier
years, depreciation on revalued assets over and above historical cost was being recouped from revaluation reserve. The aforesaid change in the method of charging
depreciation is required by The Companies Act, 2013 and Guidance note on Schedule II of The Companies Act 2013 issued by Institute of Chartered Accountants of India. The
financial impact of said change, is unascertainable due to change in method of depreciation & useful life of assets.
Depreciation for the year consists ` 111.62 Lacs adjusted with Retained Earnings/Surplus in Note No. 2.2(vii) & Balance ` 475.76 Lacs charged to Profit & Loss Account. S u c h
adjustments is due to adoption of Schedule II of the Companies Act 2013 in relation to depreciation on fixed assets existed on 01.04.2014

March 31, 2015

2.12 Non Current Investments - Trade Investment, at cost
(i) Investment in Equity Instruments - Unquoted
Shalimar Adhunik Nirman Ltd. (Subsidiary Company)
49990 Equity Shares of ` 10 each fully paid-up
5.00
450000 Equity Shares of ` 10 each (Partly paid-up @ `1 each)
4.50
Eastern Speciality Paints & Coatings Pvt Ltd (Subsidiary Company)
50000 Equity Shares of ` 10 each fully paid-up
5.00
(ii) Investment in Preference Shares - Unquoted
Shalimar Adhunik Nirman Ltd. (Subsidiary Company)
50.00
50000, 6% Preference Shares non convertible of ` 100 each ( Fully paid up )
Other Investment
(iii) Investment in Debentures or Bonds - Unquoted
` 6,500 1/2% Woodland Medical Centre Ltd.
0.06
` 17,000 5% Woodland Medical Centre Ltd.
0.17
(iv) Investment in Mutual Funds - Quoted
UTI Infrastructure Fund - Growth
UTI Advantage Fund - Growth Plan (now converted to UTI Infrastructure
Fund - Growth) 200000 Units of ` 10 each
20.00
(Market value of 50925.374 Units @ NAV ` 44.07 as on 31.03.2015)
84.73
Aggregate amount of Unquoted Investments
64.73
Aggregate amount of Quoted Investments
20.00
Market Value of Quoted Investments
22.44

March 31, 2014

5.00
4.50
5.00
50.00

0.06
0.17

20.00
84.73
64.73
20.00
15.25

ANNUAL REPORT 2014-15

69

Notes to Standalone Financial Statements (Contd.)

(` in Lacs)
2.13 Long Terms Loans and Advances
(Unsecured, considered good )
(i) Security Deposit
(ii) Loan and advances to related parties
Receivable from Subisidiary Companies
( Shalimar Adhunik Nirman Limited )
2.14 Inventories
(at cost or net realisable value, whichever is lower)
1) Raw Material
(i) Raw Material
(ii) Raw Material in Transit
2) Work- in -Progress
3) Finished Goods
(i) Finished Goods
(ii) Finished Goods in Transit
Stock- in- Trade
Stores & spares

2.15 Trade receivables

(Unsecured, considered good)
(i) Outstanding for a period exceeding six months from due date
(ii) Others

2.16 Cash and Bank Balances

Cash & Cash Equivalents:
(i) Balances with Bank (in current account)
(ii) Cheque, drafts on hand
(iii) Cash in hand
Other Bank Balances:
(i) Unpaid Dividend Account
(ii) Fixed Deposit Account (for more than 12 months)
(iii) Margin Money
2.17 Short term loans and advances - Unsecured, considered good
(i) Others :
Advances to suppliers
Advance to Employee
Advance Tax (Net of Provision for Tax)

2.18 Other Current Assets

(i) Prepaid Expenses
(ii) Short term deposit
(iii) Other Receivables
(iv) Balances with Revenue Authorities

70

March 31, 2015

March 31, 2014

219.82
499.16

182.41
499.16

718.98

681.57

2,304.29
22.97
232.81

2,757.32
364.81
241.78

7,228.63
251.66
420.79
136.75

8,411.92

238.22
121.21

10,597.90

12,135.26

4,251.74
10,759.17

3,014.10
12,952.73

15,010.91

15,966.83

58.98

7.42

62.19
352.75
11.44

15.01

11.92

18.18

1.73

93.33

446.29

576.20
35.06
300.83

510.74
37.03
287.17

912.09

834.94

165.24
342.45
1,971.44
571.05

229.35
327.78
2,258.86
262.64

3,050.18

3,078.63

Notes to Standalone Financial Statements (Contd.)

(` in Lacs)
2014-15

2013-14

51,909.04
220.69

57,350.42
403.42

Less : Discounts

52,129.73
3,804.91

57,753.84
3,794.95

Less : Excise duty

48,324.82
4,997.90

53,958.89
5,677.00

43,326.92

48,281.89

2.19 Revenue from Operations

(i) Revenue from Sale of Products
(ii) Other Operating Revenue

2.20 Other Income

(i)

Interest

(ii)

Profit on Sale of Fixed Assets

(iii) Rent Receipt

(iv) Miscellaneous Receipts

2.74

4.93

127.06

575.21

6.51

109.85

61.63

239.65

648.28

6,962.03

8,486.60

2.21 Cost of Materials Consumed

Organic acid/chemicals
Pigments

3,993.17

4,510.73

Solvents & Oils

8,313.99

10,790.26

Packages and Packing Materials

3,119.32

3,463.55

Others*

4,395.02

4,340.16

26,783.53

31,591.30

3,170.77

3,624.06

3,170.77

3,624.06

7,480.29
232.81
420.79

8,411.92
241.78
238.22

8,133.89

8,891.92

8,411.92
241.78
238.22

7,933.12
444.49
468.50

8,891.92

8,846.11

758.03

(45.81)

* Includes individual items of less than 10%

of the total and therefore, not considered for
the above classification.

2.22 Purchase of Stock-in-Trade

2.23 Changes in inventories of finished goods,

work-in-progress and Stock-in-trade
Closing Stock
Finished Goods
Work-in-progress
Stock-in-trade
Opening Stock
Finished Goods
Work-in-progress
Stock-in-trade

ANNUAL REPORT 2014-15

71

Notes to Standalone Financial Statements (Contd.)

(` in Lacs)
2014-15

2013-14

3,265.38

3,119.76

Contribution to provident and other funds

147.27

270.33

Staff Welfare Expenses

257.14

431.33

3,669.79

3,821.42

1,795.42

1,635.18

99.57

267.79

170.19

194.51

2,065.18

2,097.48

57.46

92.99

Power and fuel

228.10

433.47

Rent

452.17

307.01

2.24 Employee Benefits Expense

Salaries and Wages

2.25 Finance Costs

Interest expense
Foreign exchange gain / loss
Other borrowing cost

2.26 Other Expense

Consumption of stores and spare parts

Repairs to building
Repairs to plant and machinery

34.29
86.36

Insurance

34.34

28.19

Rates and taxes

47.98

56.44

Repairs - others

193.91

180.41

Printing and stationery

Communication expenses
Directors' fees
Payment to the Auditor ( note no. 2.30 )
Cost Audit Fees

65.00

52.96

143.06

109.11

4.40

4.70

12.04

9.56

0.55

0.50

Commission on sales

150.28

205.09

Travelling expenses

631.89

598.18

Application Charges

249.06

305.20

Freight

3,234.78

2,739.18

Discount & Rebates

1,759.60

1,800.37

15.34

375.42

716.75

414.60

8,128.27

7,834.03

Bad Debts
Miscellaneous Expenses

72

24.32
107.24

Notes to Standalone Financial Statements (Contd.)

(` in Lacs)
2014-2015

2013-2014

293.71
1479.10
576.04

315.33
1530.84
432.18

74.36
47.95

56.62
11.06

186.49

393.75

40.50

40.50

6.00
1.00
2.05
2.99

5.00
0.90
1.61
2.05

2207.00

2699.00

2946.03

3616.81

2.27 Liabilities in Note 2.8(ii) include : (i) ` 1250.67 Lacs

(Previous Year ` 2401.69 Lacs) outstanding in respect of
facilities granted to the Company by Small Industries
Development Bank of India (SIDBI) as well as interest accrued
but not due thereon. Facilities are secured by a first charge on
Company's entire fixed assets of Sikandrabad Plant.
(ii) ` 1739.85 Lacs(Previous Year ` 3459.12 Lacs) outstanding in
respect of facilities granted to the Company by AXIS Bank as
well as interest accrued but not due thereon.
2.28 Contingent Liabilities
Contingent liability not provided for in respect of :
i)
Excise Duty
ii) Bank Guarantee
iii) Sales Tax
iv) Claims against the Company not acknowledged
as debt (to the extent ascertained)
v) Income Tax
*In respect of one of the Company's offices previously taken on
rent, the division Bench of High Court of Calcutta has directed
appointment of a Special Referee to arrive at mesne profit
payable by the Company. The liability on account of mesne
profit is unascertained.
2.29 Commitments
(i)

Estimated amount of capital commitments,

net of advance of ` 516.80 (previous year ` 110.64 lacs)

(ii)

Uncalled Liability on Partly paid up shares

(iii) Others
2.30 Auditors' Remuneration
Audit Fees
Tax Audit Fees
Certification fees and other Services
Reimbursement of Exp.
2.31 CIF Value of Imports
Raw Materials
2.32 Expenditure in Foreign Currency
Purchase of Raw Material
Travelling Expenses

3.81

5.76

Testing Charges

2.47

0.97

306.14

304.66

2.33 Earnings in Foreign Currency

FOB Value of Export

ANNUAL REPORT 2014-15

73

Notes to Standalone Financial Statements (Contd.)

(` in Lacs)
2014-2015

2013-2014

a) Number of Non-resident shareholders

NIL

NIL

b) Number of shares held by them

NIL

NIL

c) Amount of dividend remitted

NIL

NIL

d) Year to which dividend relates

NIL

NIL

2.34 Amount remitted in foreign currency on

account of dividend

2.35 Consumption of imported and indigenous raw materials & stores

2014-2015

2013-2014

` in Lacs

` in Lacs

Imported

10.98

2946.03

11.49

3639.40

Indigenous

89.02

23894.96

88.51

28044.89

100.00

26840.99

100.00

31684.29

2.36 Disclosure underThe Micro, Small & Medium Enterprises Development Act, 2006:
The Company has not received any intimation from suppliers regarding their status under the Micro, Small and
Medium Enterprises Development Act, 2006 and hence disclosure if any relating to amount unpaid as at the year end
together with interest paid / payable as required under the said Act have not been given.
2.37 The Company has adopted Accounting Standard 22 Accounting for Taxes on Income; and the net deferred tax Assets
amounting to Rs.426.36 lakhs has been recognised.
Opening as at
01/04/2014
(` In lacs )

Charge /(Credit)
during the year
(` in lacs )

Closing as at
31/03/2015
(` in lacs )

166.85

430.32

597.17

(344.32)

(3.92)

(348.24)

(0.04)

(177.47)

426.36

248.93

Deferred Tax Assets

Expenses allowable on payment basis
Deferred Tax Liabilities
Depreciation and related items
Other Adjustments
Net Deferred Tax Assets/(Liabilities)

2.38 Future minimum lease rentals receivable as at the year-end (as per the lease agreements):

74

2014-2015

2013-2014

i)

Not later than one year

3.25

11.90

ii)

Later than one year and not later than five years

8.15

0.07

iii)

Later than five years

11.40

11.97

Notes to Standalone Financial Statements (Contd.)

(` in Lacs)
2.39 Related party disclosure in accordance with the Accounting Standard 18 Related Party Disclosures issued by the
Institute of Chartered Accountants of India.
Name of the related parties
with whom the transactions
have been made

Description of relationship
with the party

Nature of
Transaction

Amount
outstanding
as on March
31, 2015

Transactional
Value
2014-15

Sameer Nagpal

Managing Director

Remuneration

9.33
(8.33)

112.00
(100.00)

S.Sarda

Executive Director

Remuneration

(-)

(4.85)

Shalimar Adhunik Nirman Ltd.

Subsidiary

Payment
made

499.16
(499.16)

0.00
(0.00)

Shalimar Adhunik Nirman Ltd.

Subsidiary

Investment

59.50
(59.50)

(-)

Eastern Speciality Paints &

Coatings Private Limited

Subsidiary

Investment

0.00
(5.00)

0.00
(4.00)

Company controlled by
Directors

Sales

26.96
(19.44)

73.99
(8.23)

Jindal Stainless Ltd.

(Note Financial figures in bracket relate to previous year )

2.40 Earning Per Share

Particulars

2014-2015

2013-2014

(a)
(b)
(c)

(1,058.41)
18,928,100

(279.51)
18,928,100

223,196

223,196

1,91,51,296

1,91,51,296

(5.59)
(5.53)

(1.47)
(1.47)

(d)
(e)

Profit / (Loss) for the year, per statement of profit and loss (` In lacs)
Weighted Average number of Equity Shares (Nos.)
Effect of potential Dilutive Equity shares on Employee stock option
outstanding (Nos.)
Weighted Average number of Equity shares in computing diluted
Earnings per share { (b)+( c) }
Earning per Share ( in Rupees)
Basic
Diluted

2.41 Advances to Subsidiary represents the balance consideration receivable by the Company in cash as per the order of
Honorable High Courts of Calcutta and Delhi, for transfer of its Real Estate Division to the subsidiary company, Shalimar
AdhunikNirman Limited.

2.42 Employees' Benefits

The Company has adopted Accounting Standard 15 (Revised) Employee Benefits with effect from 1st April, 2007.
The following disclosures are made in accordance with Accounting Standard 15 (Revised) pertaining to Defined Benefit Plans :

(a)

Defined Benefits Plans / Compensated absences - As per actuarial valuation on 31st March 2015
Gratuity Funded

Expense recognized in the Statement of Profit and Loss

1
Current Service Cost
2
Interest on Cost
3
Employee Contribution
4
Expected Return on plan assets
5
Net Actuarial ( Gain ) / Losses
6
Past Service Cost
7
Settlement Cost
8
Total Expenses

Leave Encashment
Non funded

2014-15

2013-14

2014-15

2013-14

29.87
41.79

(6.86)
65.99

130.79

27.88
43.60

(16.72)
43.34

98.10

15.75
9.26

6.37

31.38

1.96
11.38

36.33

49.67

ANNUAL REPORT 2014-15

75

Notes to Standalone Financial Statements (Contd.)

(` in Lacs)
Leave Encashment
Non funded

Gratuity Funded
II

2014-15

2013-14

2014-15

2013-14

420.06

464.32

68.71

102.85

35.40

78.45

Net Assets / ( Liability ) recognized in

the Balance Sheet
1

Present Value of Defined Benefits of

Obligation as at March 15

III

Fair Value of plan assets as at March 15

Funded status [Surplus/(Deficit)]

(384.66)

(385.87)

(68.71)

(102.85)

Net Assets/(Liability) as at March 15

(384.66)

(385.87)

(68.71)

(102.85)

464.32

484.47

102.85

126.42

Change in Obligation during

the Year ended
1

IV

76

Present Value of Defined Benefit

Obligation at beginning of the year

Current Service Cost

29.87

27.88

15.75

1.96

Interest Cost

41.79

43.60

9.26

11.38

Settlement Cost

Past Service Cost

Employee Contributions

Plan Amendments

Actuarial (Gain)/ Losses

(69.04)

38.62

6.37

36.33

Benefits Payments

(46.88)

(130.25)

65.52

(73.24)

10

Present value of Defined Benefits

Obligation at the end of year

420.06

464.32

68.71

102.85

Change in Assets during the Year

1

Plan assets at the beginning of the year

78.45

196.69

Plan assets acquired on amalgamation

in Previous Year

Settlements

Expected return on plan assets

6.86

16.72

Contributions by employer

65.52

73.24

Actual benefits paid

(46.88)

(130.25)

(65.52)

(73.24)

Actual Gains/ (Losses)

(3.04)

(4.71)

6.37

Actual return on Plan assets

Plan assets at the end of the year

35.39

78.45

Notes to Standalone Financial Statements (Contd.)

(` in Lacs)

As at
March 31, 2015

As at
March 31, 2014

Actuarial Assumptions:
1

Discount Rate

7.75%

9.00%

Rate of increase in salaries

3.00%

4.00%

Rate of return on Plan Assets :

N.A.

N.A.

8.75%

8.75%

1) Leave Encashment
2) Gratuity
4

Mortality

Withdrawal rate

As per IALM (20062008) ultimate.

2%p.a.

2%p.a.

2.43 The Company has written off doubtful debts amounting to ` 15.38 lacs (included under the head Miscellaneous
expenses in Note 2.26) outstanding for more than three years as at the year end. In the previous year, the said write off
amounting to ` 375.42 lacs were made on review of doubtful debts on case to case basis.
2.44 Inventory Value has been adjusted on account of shortage thereof for ` NIL (previous year ` 602.51 lacs).
2.45 Miscellaneous Receipts include ` 65.43 lacs (previous year ` 35.82 lacs) on account of liability written back (net).
2.46 Some of the debtors, creditors & advances are pending confirmation /reconciliation, and impact of the same, if any, on
the accounts of the Company ,is unascertained.
2.47 Finance charges include foreign exchange loss of ` 99.57 lacs (previous year ` 280.58 lacs).
2.48 The Company operates mainly in one business segment i.e. Paints; accordingly sales & stock in trade represent paints.
2.49 Previous year's figures have been regrouped / rearranged, wherever necessary.

Signatures to Notes 1 to 2

For CHATURVEDI & PARTNERS

Chartered Accountants
(Firm Regn. No. 307068E)

For and on behalf of the Board

A. K. Dubey
Partner
(Mem. No. 054975)
New Delhi
May 30, 2015

Surender Kumar
Whole-time Director and COO & CFO
DIN: 00510137
Bernadette Dominic
Company Secretary
Mem No. A31629

Rajiv Rajvanshi
Director
DIN: 00036605

ANNUAL REPORT 2014-15

77

Independent Auditors Report

To the Members of Shalimar Paints Limited
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of Shalimar Paints Limited (hereinafter referred to as
the Holding Company) and its subsidiaries, Shalimar Adhunik Nirman Limited & Eastern Speciality Paints & Coatings
Private Limited (the Holding Company and its subsidiaries together referred to as the Group), comprising of the
Consolidated Balance Sheet as at 31st March, 2015, the Consolidated Statement of Profit and Loss, the Consolidated Cash
Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory
information (hereinafter referred to as the consolidated financial statements).
Management's Responsibility for the Consolidated Financial Statements
The Holding Company's Board of Directors is responsible for the preparation of these consolidated financial statements in
terms of the requirements of the Companies Act, 2013 (hereinafter referred to as the Act)that give a true and fair view of the
consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance
with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies
included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the
selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due
to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the
Directors of the Holding Company, as aforesaid.
Auditor's Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting
the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are
required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those
Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated
financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of
material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant to the Holding Company's preparation of the
consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the
circumstances but not for the purpose of expressing an opinion on whether the Holding Company has an adequate internal
financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also
includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates
made by the Holding Company's Board of Directors, as well as evaluating the overall presentation of the consolidated
financial statements.
We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their
reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis
for our audit opinion on the consolidated financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated
financial statements give the information required by the Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at
31st March, 2015, and their consolidated loss and their consolidated cash flows for the year ended on that date.

78

Independent Auditors Report

(Contd.)

Other Matters
We did not audit the financial statements of Eastern Speciality Paints & Coatings Private Limited ( one of the subsidiaries of
Shalimar Paints Limited), whose financial statements reflect total assets of ` 5,37,056.00 as at 31st March, 2015, total
revenues of ` Nil for the year ended on that date, as considered in the consolidated financial statements. These financial
statements have been audited by other auditor whose report has been furnished to us by the Management and our opinion on
the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of this
subsidiary, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, insofar as it relates to the aforesaid
subsidiary, is based solely on the report of the other auditor.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is
not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other
auditors and the financial statements / financial information certified by the Management.
Report on Other Legal and Regulatory Requirements
1.

As required by the Companies (Auditor's Report) Order, 2015 (the Order), issued by the Central Government of India in
terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors' reports of the Holding
company and subsidiary companies, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4
of the Order, to the extent applicable.

2.

As required by Section143(3) of the Act, we report, to the extent applicable, that:

(a)

We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

(b)

In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated
financial statements have been kept so far as it appears from our examination of those books and the reports of the
other auditors.

(c)

The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow
Statement dealt with by this Report are in agreement with the relevant books of account maintained for the
purpose of preparation of the consolidated financial statements.

(d)

In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e)

On the basis of the written representations received from the directors of the Holding Company as on 31st March,
2015 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of
its subsidiary companies, none of the directors of the Group companies is disqualified as on 31st March, 2015 from
being appointed as a director in terms of Section 164(2) of the Act.

(f)

With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the
explanations given to us:
(i)

the consolidated financial statements have disclosed the impact of pending litigations on the consolidated
financial position of the Group.- Refer Note 2.28 to the consolidated financial statements;

(ii)

The Group did not have any material foreseeable losses on long-term contracts including derivative
contracts.

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Holding Company and its subsidiary companies

For CHATURVEDI & PARTNERS

Chartered Accountants
Firm Reg No-307068E

Place: New Delhi

Dated: May 30, 2015

(A K Dubey)
Partner
Mem no: 054975

ANNUAL REPORT 2014-15

79

Consolidated Balance Sheet

as at March 31, 2015
(` in Lacs)
Note No.
I.

31.03.2014

2.1
2.2

378.57
5,782.29
6,160.86

378.57
6,951.63
7,330.20

Non-Current Liabilities
(a) Long-Term Borrowings
(b) Deferred Tax Liabilities ( Net )
(c) Other Long Term Liabilities
(d) Long- Term Provisions

2.3
2.4
2.5
2.6

1,842.69

28.20
747.30
2,618.19

1,344.68
177.47
33.70
778.31
2,334.16

Current Liabilities
(a) Short Term Borrowings
(b) Trade Payables
(c) Other Current Liabilites
(d) Short Term Provision

2.7
2.8
2.9
2.10

11,136.35
15,770.51
2,157.04
6.07
29,069.97
37,849.02

9,649.70
16,185.94
2,615.16
10.43
28,461.23
38,125.59

7,319.39
287.95
76.61
20.23
248.93
219.83
6.14
8,179.08

3,499.84
190.25
1,763.60
20.23
182.41
5.79
5,662.12

10,597.90
15,010.91
97.83
912.09
3,051.21
29,669.94
37,849.02

12,135.26
15,966.83
446.81
834.94
3,079.63
32,463.47
38,125.59

EQUITY AND LIABILITIES

1
Shareholders' fund
(a) Share Capital
(b) Reserve and Surplus
2

II

31.03.2015

Total
ASSETS
1
Non Current Assets
(a) Fixed Assets
(i) Tangible Assets
(II) Intangible Assets
(iii) Capital Work -In -progress
(b) Non current Investment
(c) Deferred Tax Assets (Net)
(d) Long - Term loans and Advances
(e) Other non-current assets
2

Current Assets
(a) Inventories
(b) Trade receivable
(c) Cash and cash equivalents
(d) Short term loans and advances
(e) Other current assets

Total
Significant Accounting Policies and Notes on Accounts

2.11

2.12
2.4
2.13.1
2.13.2

2.14
2.15
2.16
2.17
2.18

1&2

Notes referred to above form an integral part of the Accounts

This is the Balance sheet referred to in our report of even date
For CHATURVEDI & PARTNERS
Chartered Accountants
(Firm Regn. No. 307068E)
A. K. Dubey
Partner
(Mem. No. 054975)
New Delhi
Bernadette Dominic
May 30, 2015
Company Secretary
Mem No. A31629

80

For and on behalf of the Board

Surender Kumar
Whole-time Director and COO & CFO
DIN: 00510137
Rajiv Rajvanshi
Director
DIN: 00036605

Consolidated Statement of Profit and Loss

for the year ended March 31, 2015
(` in Lacs)
Particulars

Note No.

2014-15

2013-14

48,324.82
4,997.90

53,958.89
5,677.00

43,326.92
239.65

48,281.89
648.28

43,566.57

48,930.17

2.21
2.22

26,783.53
3,170.77

31,591.30
3,624.06

2.23
2.24
2.25
2.11
2.26

758.03
3,669.79
2,065.18
475.76
8,128.27

(45.81)
3,821.42
2,097.48
367.71
7,834.03

45,051.33

49,290.19

(1,484.76)

(1,484.76)

(360.02)

(360.02)

(1,484.76)

(360.02)

(426.36)

(80.51)

(426.36)

(80.51)

(1,058.40)

(279.51)

(5.59)
(5.53)

(1.47)
(1.47)

I.

Revenue from Operations

Less: Excise duty

2.19

II.

Other Income

2.20

III.

Total Revenue (I + II)

IV.

Expenses :
Cost of materials consumed
Purchases of Stock-in-trade
Changes in inventories of finished goods,
work-in-progress and Stock-in-trade
Employee benefits expense
Finance Costs
Depreciation and amortization expense
Other expense
Total Expenses

V.

(Loss)/ Profit before exceptional and

extraordinary items and tax (III-IV)
VI. Exceptional Items
VII. (Loss) / Profit before extraordinary items and tax (V - VI)
VIII. Extraordinary items
IX.
X.

(Loss) / Profit before tax (VII - VIII)

Tax expense:
(1) Current Tax
(2) Deferred Tax

XI. Profit/(Loss) for the period (IX+ X)

XII. Earnings per equity share:
Basic
Diluted
Significant Accounting Policies and Notes on Accounts

1&2

Notes referred to above form an integral part of the Accounts

This is the Statement of Profit and Loss referred to in our report of even date
For CHATURVEDI & PARTNERS
Chartered Accountants
(Firm Regn. No. 307068E)
A. K. Dubey
Partner
(Mem. No. 054975)
New Delhi
May 30, 2015

For and on behalf of the Board

Bernadette Dominic
Company Secretary
Mem No. A31629

Surender Kumar
Whole-time Director and COO & CFO
DIN: 00510137
Rajiv Rajvanshi
Director
DIN: 00036605

ANNUAL REPORT 2014-15

81

Consolidated Cash Flow Statement

for the year ended March 31, 2015
(` in Lacs)
YTD March, 2015
A.

CASH FLOW FROM OPERATING ACTIVITY

Net Profit / (Loss) before Tax and Extraordinary items

(1,484.76)

Adjusted for :
Depreciation
Interest/Other Income
Bad debts
Interest Expenses
Transfer from Revaluation Reserve
Loss / (Profit) on sale of Fixed Assets

475.76
(112.59)
15.34
2,065.18
(0.00)
(127.06)

Operating Profit before Working Capital Changes

605.50
1,537.35
395.08
426.36

Cash Generated from Operating Activities

367.71
(73.07)
375.42
2,097.48
(1.09)
(575.21)

2,964.29

2,191.24
1,831.22

(3,035.75)
1,061.28
1,247.71
(71.41)

3,796.16

(798.17)
1,033.05

CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets

(2,830.56)

(1,366.56)

Sale of Fixed Assets

140.00

649.00

Interest /Other Income Received

112.59

73.07

Net Cash used in Investing Activity

C

2,316.63

(360.02)

831.87

Adjusted for:
Trade and Other Receivables
Inventories
Trade Payables & Other Liabilities
Direct Taxes paid (net of refund)

YTD March, 2014

(2,577.97)

CASH FLOW FROM FINANCIAL ACTIVITIES

Proceeds from Borrowings
Interest Paid

498.01
(2,065.18)

Net Cash used in Financing Activities

(644.49)

639.38
(2,097.48)
(1,567.17)

(1,458.10)

(348.98)

(1,069.54)

Opening Balance of Cash and bank balances

446.81

1,516.35

Closing Balance of Cash and Bank balances

97.83

446.81

Net Increase / (Decrease) in Cash and bank balances (A+B+C)

Notes referred to above form an integral part of the Accounts

This is the Cash Flow Statement referred to in our report of even date
For CHATURVEDI & PARTNERS
Chartered Accountants
(Firm Regn. No. 307068E)
A. K. Dubey
Partner
(Mem. No. 054975)
New Delhi
May 30, 2015

82

For and on behalf of the Board

Bernadette Dominic
Company Secretary
Mem No. A31629

Surender Kumar
Whole-time Director and COO & CFO
DIN: 00510137
Rajiv Rajvanshi
Director
DIN: 00036605

Notes to Consolidated Financial Statements

1.

SIGNIFICANT ACCOUNTING POLICIES

1.1

BASIS OF PREPARATION
(i)

The Consolidated Financial Statements are prepared in accordance with Accounting Standard (AS) 21 on
Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The Consolidated
Financial Statement comprises the financial statement of Shalimar Paints Limited (the Company) its Subsidiary
Shalimar Adhunik Nirman Limited and Eastern Speciality Paints & Coatings Private Limited. The Company and its
Subsidiary constitute Shalimar Group.

(ii) The financial Statements have been prepared to comply in all material aspects in respect with the notified
Accounting Standard Rules, 2006
(iii) Financial statements are based on historical cost and are prepared on accrual basis, except where impairment is
made and revaluation is carried out.
(iv) Accounting Policies have been consistently applied by the Group and are consistent with those used in the previous
year.
(v) The financial statement of the company and its subsidiary company have been consolidated on line by line basis by
adding together the book value of like items of assets, liability, after eliminating intra- group balances and intragroup transactions.
(vi) The Consolidated financial statement have been prepared using uniform accounting policies for like transactions
and other events in similar circumstances and presented, to the extent possible, in the same manner as the
company's separate financial statements.
1.2

GENERAL
The financial statements have been prepared on accrual basis, except otherwise stated, and under the historical cost
convention except revalued fixed assets in accordance with the applicable accounting standards specified by the
Institute of Chartered Accountants of India and relevant provisions of Companies Act, 1956.

1.3

FIXED ASSETS
Fixed Assets are stated at cost, net of cenvat. The cost comprises the purchase price and any other attributable cost of
bringing the assets to its working conditions for its intended use.
In case of revaluation of Fixed Assets, the cost / book value as written up by the approved valuer is considered in the
books of accounts and the differential amount is transferred to Fixed Asset Revaluation Reserve.
Cash generating assets are assessed for possible impairment at balance sheet dates based on external and internal
sources of information. Impairment losses, if any, are recognized as an expense in the Statement of Profit and Loss.

1.4

LEASE ACCOUNTING
The Company provides tinting systems to dealers on an operating lease basis. Lease rentals are accounted in
accordance with the respective lease agreements.

1.5

DEPRECIATION
Depreciation on fixed assets is provided at the rates and in the manner specified in Schedule XIV of the Companies Act,
1956 and in respect of assets added/disposed off during the year on pro-rata basis with reference to the date of its use /
disposal:
a ) In respect of assets located at Nashik and Sikandrabad Plant - on straight line method.
b ) In respect of other assets - on written down value method.
Depreciation on amount added on revaluation is recouped from Fixed Assets Revaluation Reserve.

1.6

INVESTMENTS
Investments, being long term in nature are stated at cost, less any diminution in value other than temporary.

1.7

FOREIGN CURRENCY TRANSACTIONS

Transactions in foreign currency are accounted for at the equivalent rupee value incurred/earned. Foreign currency
assets and liabilities at the year-end are realigned at the applicable exchange rate and variations are adjusted to the
revenue or capital heads.

ANNUAL REPORT 2014-15

83

Notes to Consolidated Financial Statements (Contd.)

SIGNIFICANT ACCOUNTING POLICIES (Contd.)
1.8

INVENTORY
a ) Raw materials including materials in transit, stores & spare parts and loose tools are valued at lower of cost or net
realizable value.
b ) Stock in trade, finished goods and work-in-process are valued at lower of cost or net realizable value.
c ) The cost which is arrived at following weighted average basis, comprises all direct costs including taxes and duties
net of cenvat credits, transportation and other costs incurred in bringing the inventories to the present location
and conditions.
d ) The obsolete/damaged items of inventories are valued at estimated realizable value.

1.9

SALES
The amount recognized as sale is net of returns , and is inclusive of excise duty but exclusive of VAT. The excise duty
related to difference between the closing stock and opening stock is recognized separately as part of 'material cost'.

1.10 RETIREMENT BENEFITS TO EMPLOYEES

(i)

The Company operates defined contributions schemes.

The Company makes regular contribution to provident funds which are fully funded and administered by
Government and are independent of Company's finance. Contributions are recognized in Statement of Profit &
Loss on an accrual basis.

(ii) The Company is maintaining Defined Benefit Plan for its Gratuity Scheme. The Company contributes to gratuity
fund and such contribution is determined by the actuary at the end of the year. The gratuity fund is administered by
the Trustees.
(iii) For Schemes where recognized funds have been set up, annual contributions are made as determined as per the
actuarial valuation report. Actuarial gains & losses are recognized in the Statement of Profit & Loss. The Company
recognizes in the Statement of Profit & Loss gains or losses on curtailment or settlement of a defined benefit plan
as and when the curtailment or settlement occurs.
(iv) Provision is made for leave encashment benefit payable to employees on the basis of independent actuarial
valuation, at the end of each year and charge is recognized in the Statement of Profit and Loss.
1.11 BORROWING COST
Borrowing Costs attributable to acquisition and construction of assets are capitalized as part of the cost of such asset
up to the date when such asset is ready for its intended use. Other borrowing costs are charged to Statement of Profit
and Loss.
1.12 TAXES ON INCOME
Tax on income for the current period is determined on the basis of taxable income and tax credits computed in
accordance with the provisions of the Income Tax Act, 1961.
Deferred tax is recognized on timing differences between the accounting income and the taxable income for the year
and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date.
Deferred tax assets are recognized and carried forward to the extent that there is reasonable certainty that sufficient
future taxable income will be available against which such deferred tax assets can be realized.
1.13 VOLUNTARY RETIREMENT SCHEME
Payments made under the Voluntary Retirement Scheme (VRS) including gratuity arising pursuant to the VRS are
amortized over a period of five years commencing from the year in which it is incurred.
1.14 EMPLOYEES STOCK OPTION SCHEME
The Company determines the compensation cost based on the intrinsic value method. The compensation cost is
amortized on a straight line basis over the vesting period.
1.15 CONTINGENT LIABILITIES
Liabilities which are material in the opinion of the Company and whose future outcome cannot be ascertained with
reasonable certainty, are treated as contingent and disclosed by way of notes to the Accounts.

84

Notes to Consolidated Financial Statements (Contd.)

(` in Lacs)
March 31, 2015

March 31, 2014

800.00

800.00

378.56

378.56

0.01

0.01

378.57

378.57

2.1 Share Capital

(i)

Authorised Capital
4,00,00,000 Equity Shares of ` 2 each

(ii)

Issued, Subscribed and Fully Paid-up

1,89,28,100 Equity Shares of ` 2 each

(iii) Share Forfeiture Account

(iv) Reconciliation of Number of Shares and share capital

Particulars

As at March 31 , 2015
No. of Shares

Amount

No. of Shares

Amount

18,928,100

378.56

18,928,100

378.56

18,928,100

378.56

18,928,100

378.56

Number of shares vis--vis amount at the beginning

Add: Shares issued
Number of shares vis--vis amount at the end
(v)

As at March 31 , 2014

Rights, preferences and restrictions attached to shares

The Company has one class of equity shares having a par value of ` 2 each . Each shareholder is eligible for one vote
per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of
the Company after distribution of all preferential amounts, in proportion to their shareholding.

(vi) Detail of number of shares held by each shareholder holding more than 5% of the issued share capital.
Name of Shareholders

As at March 31 , 2015

As at March 31 , 2014

No. of Shares

% held

No. of Shares

% held

Hind Strategic Investments

5,841,570

30.86

5,841,570

30.86

Hexa Securities and Finance Co. Ltd.

1,500,000

7.92

1,500,000

7.92

Nalwa Sons Investments Ltd

(Formerly Jindal Strips Limited)

1,372,590

7.25

1,372,590

7.25

Colorado Trading Company Limited

1,224,635

6.47

1,224,635

6.47

Nalwa Investments Limited

1,193,855

6.31

1,193,855

6.31

ANNUAL REPORT 2014-15

85

Notes to Consolidated Financial Statements (Contd.)

(` in Lacs)
March 31, 2015

March 31, 2014

32.24

32.24

32.24

32.24

110.12
0.67
110.79

110.12
110.12

949.27

949.27

949.27

949.27

280.72
(0.00)
280.72

281.81
(1.09)
280.72

3,758.51

3,758.51

3,758.51

3,758.51

1,820.77
(1,058.40)
(111.61)

650.76

2,100.28
(279.51)

1,820.77

650.76
5,782.29

1,820.77
6,951.63

1.62

1,842.69
1,842.69

1,343.06
1,344.68

677.71
1,164.98

377.10
965.96

1,842.69

1,343.06

2.2 Reserve and Surplus

Reserve and Surplus consist of following reserves :
(i) Capital Reserve
Opening Balance
Addition during the year (net)
(ii)

Restricted stock units reserve

Employee Stock Options Outstanding
Addition during the year (net)

(iii) Securities Premium Account

Opening Balance
Addition during the year (net)
(iv) Fixed Asset Revaluation Reserve
Opening Balance
Less: Withdrawn for extra depreciation on revalued assets
(v)

General Reserve
Opening Balance
Addition during the year (net)

(vi) Surplus in the Statement of Profit and loss

Opening Balance
Add: Profit / (Loss) for the year
Less: Prior period adjustments-Depreciation
Add: Adjustment for Earliar year Tax
Less : Appropriations
General Reserve
Proposed Dividend
Provision for Tax on Dividend

2.3 Long-Term Borrowings

Secured
Term Loans
(i) From Bank
(a) Vehicle loan
(10.25% HDFC loan secured by hypothetication of
vehicle repayable in 36 monthly installment)
(b) Term Loan - South Project*
*Additional information in respect of Term Loan South Project:
11.95%, HDFC Term Loan repayable in 45 monthly installment
12 %, SBI Term Loan repayable in 28 monthly installment
[Secured by (i) first charge , ranking pari passu , by way of an equitable mortgage on the land and
building , and hypothecation of other fixed assets thereon , at the Company's factory at Nasik,
Maharashtra (ii) first charge , ranking pari passu, by way of hypothecation of plant and machinery at the
Company's factory situated at Howrah, West Bengal (iii) second charge, raking pari passu , on the fixed
assets of the Company at its factory situated at Sikandarabad, Uttar Pradesh (iv) first pari passu charge
by way of equitable mortgage of land and building of the Company situated at village-Chinnapuliyur ,
Taluka-Gummidipoondi ,District - Thiruvallur, Tamil Nadu ; and hypothecation charge over plant and
machinery to be purchased out of the term loan (v) Second pari passu charge on the entire current
assets of the Company.]

86

Notes to Consolidated Financial Statements (Contd.)

(` in Lacs)
March 31, 2015

March 31, 2014

(597.17)

(166.85)

348.24

344.32

(248.93)

177.47

28.20

33.70

28.20

33.70

Provision for Employees' Benefits (Note 2.42)

447.30

478.31

Others

300.00

300.00

747.30

778.31

11,136.35

9,649.70

11,136.35

9,649.70

2.4 Deferred Tax Liabilities (net)

(i)

Deferred Tax Assets

Expenses allowable on payment basis

(ii)

Deferred Tax Liabilities

Depreciation and related items
(note 2.37)

2.5 Other Long Term Liabilities

Trade Deposit

2.6 Long Term Provisions

2.7 Short Term Borrowings

Secured
(i)

Loans repayable on demand

From Bank ( Cash credit and WCDL )
Secured by (i) first charge , ranking pari passu (a) by
way of hypothecation on the entire stocks and current
assets of the Company (b) by way of equitable mortgage
of land and building, and hypothecation of other fixed
assets thereon, of the Company's factory, at Nasik,
Maharashtra (c) by way of hypothecation of plant and
machinery at the Company's factory situated at
Howrah, West Bengal (ii) second charge, ranking pari
passu,(a) on the fixed assets of the Company at its
factory situated at Sikandarabad, Uttar Pradesh ( b) by
way of equitable mortgage of land and building situated
at village - Chinnapuliyur, Taluka-Gummidipoondi,
District - Tiruvallur, Tamil Nadu; and hypothecation of
plant and machinery to be purchased out of term loan.

ANNUAL REPORT 2014-15

87

Notes to Consolidated Financial Statements (Contd.)

(` in Lacs)
March 31, 2015

March 31, 2014

2,591.19

1,119.94

2,990.52

5,860.82

10,188.80

9,205.18

15,770.51

16,185.94

1.62

1.46

15.01

18.18

Employee's remuneration

350.78

317.54

Statutory Payment

692.62

632.95

Discount and Rebate

348.93

573.73

Others (Operating Expenses)

748.08

1,071.30

2,157.04

2,615.16

6.07

10.43

6.07

10.43

2.8 Trade Payables

(i)

Acceptances

(ii)

Sundry Creditors
a) Sundry creditors for bill discounting ( note 2.27)
b) Others

2.9 Other Current Liabilites

(i)

Securred

(i)

Current Maturity of Long-term debts

(ii)

Unpaid Dividend

(iii) Other Payables

2.10 Short Term Provision

(i)

88

Provision for Employee Benefits

Notes to Consolidated Financial Statements (Contd.)

2.11 Fixed Assets

(` in Lacs)

PARTICULARS

Tangible Assets
Land
Building
Plant & Machinery
Leased Equipment
Furniture and Fixture
Office Equipment
Motor Vehicles
TOTAL ( A )
Previous Year
II. Intangible Assets
Computer software
Trade Mark
Technical know how
Total ( B )
Previous Year`
III. Capital
Work-in-Progress
Total ( C )
Previous Year`
Total ( A+B+C)
Previous Year

GROSS BLOCK

ACCUMULATED D E P R E C I A T I O N

NET BLOCK

Additions

Deletions/
Adjustments

As at
March 31,
2015

As at
April 1,
2014

For the
year

Deletions/
Adjustments

1,071.36
1,557.66
2,015.53
1,865.79
393.59
902.06
113.41
7,919.41
7,579.61

3,280.80
837.73
77.12
78.27
29.62

4,303.54
359.95

(85.31)
32.23
2.51

(50.57)
573.38

1,071.36
4,923.77
2,821.03
1,940.40
471.86
931.68
113.41
12,273.52
7,366.18

740.12
1,628.59
988.59
193.42
781.51
87.33
4,419.56
4,512.09

80.33
94.96
189.46
82.77
68.00
8.40
523.92
325.33

(52.44)
41.81

(10.63)
417.86

872.89
1,681.74
1,178.05
276.19
849.51
95.73
4,954.10
4,419.56

1,071.36
4,050.88
1,139.30
762.35
195.67
82.17
17.69
7,319.41
2,946.62

1,071.36
817.54
386.94
877.20
200.17
120.55
26.08
3,499.84
3,067.52

610.71
93.41
62.72
766.84
653.47

91.87

69.28
161.15
113.37

702.58
93.41
132.01
927.99
766.84

526.29

50.30
576.59
533.11

33.38
25.22
4.85
63.45

559.67
25.22
55.15
640.04
576.59

142.91
68.18
76.86
287.95
190.25

84.42
93.41
12.42
190.25
120.36

2,409.45 4,096.45
2,409.45 4,096.45
1,763.60
6,874.14 4,045.88
2,236.92
573.38

76.61
76.61
1,763.60
13,278.11
9,896.62

4,996.15
5,045.20

587.37

(10.63)
417.86

5,594.14
4,996.15

76.61
76.61
1,763.60
7,683.97
5,453.69

1,763.60
1,763.60

As at
April 1,
2014

As at
As at
March 31, March 31,
2015
2015

As at
March 31,
2014

I.

Note: (i)

(ii)

(iii)

1,763.60
1,763.60
10,449.84
8,233.08

5,453.69

Consequent to the fire incident at Howrah Factory in previous year Fixed Asset Register, as a whole was destroyed. In the previous year, the loss of fixed assets due to fire were
accounted for on estimation basis.
The Company is in the process of reconstructing. Fixed Assets Register in the current year, and the amount of loss of Fixed Assets due to fire has been reassessed. The
difference between estimated and reassessed loss has been duly accounted for during the year by increasing the Gross Block & Depreciation by ` 110.62 Lacs & ` 53.18 Lacs,
respectively, under the head adjustments.
Depreciation on revalued Fixed assets has been provided during the year on revalued amount and the same has been charged to statement of Profit & Loss. In the earlier
years, depreciation on revalued assets over and above historical cost was being recouped from revaluation reserve.
The aforesaid change in the method of charging depreciation is required by The Companies Act, 2013 and Guidance note on Schedule II of The Companies Act 2013 issued by
Institute of Chartered Accountants of India. The financial impact of said change, is unascertainable due to change in method of depreciation & useful life of assets.
Depreciation for the year consists Rs. 111.62 Lacs adjusted with Retained Earnings/Surplus in Note No. 2.2(vi) of Balance Sheet & Balance Rs. 475.76 Lacs charged to Profit &
Loss Account. Such adjustments is due to adoption of Schedule II of the Companies Act 2013 in relation to depreciation on fixed assets existed on 01.04.2014

(` in Lacs)
March 31, 2015

March 31, 2014

` 6,500 1/2% Woodland Medical Centre Ltd.

0.06

0.06

` 17,000 5% Woodland Medical Centre Ltd.

0.17

0.17

20.00

20.00

20.23

20.23

0.23

0.23

Aggregate amount of Quoted Investments

20.00

20.00

Market Value of Quoted Investments

22.44

15.25

2.12 Non Current Investments (iii) Investment in Debentures or Bonds - Unquoted

(iv) Investment in Mutual Funds - Quoted

UTI Infrastructure Fund - Growth
UTI Advantage Fund - Growth Plan (now converted to
UTI Infrastructure Fund - Growth) 200000 Units of ` 10 Each
(Market value of 50925.374 Units @ NAV ` 44.07 as on 31.03.2015)

Aggregate amount of Unquoted Investments

ANNUAL REPORT 2014-15

89

Notes to Consolidated Financial Statements (Contd.)

(` in Lacs)
2.13.1 Long Terms Loans and Advances (Unsecured, considered good )
Security Deposit
2.13.2 Other non current assets (Unsecured, considered good )
Preoperative expenses & others
2.14

2.15

2.16

Inventories (at cost or net realisable value, whichever is lower)

1) Raw Material
i) Raw Material
ii) Raw Material in Transit
2) Work- in -Progress
3) Finished Goods
i) Finished Goods
ii) Finished Goods in Transit
Stock- in- Trade
Stores & spares
Trade receivables (Unsecured, considered good)
(i) Outstanding for a period exceeding six
months from due date
(ii) Others
Cash and Bank Balances
Cash & Cash Equivalents:
(i) Balances with Bank(in current account)
(ii) Cheque, drafts on hand
(iii) Cash in hand
Other Bank Balances:
(i) Unpaid Dividend Account
(ii) Fixed Deposit Account
(for more than 12 months)
(iii) Margin Money

2.17

2.18

90

Short term loans and advances Unsecured, considered good

(i) Others :
Advances to suppliers
Advance to Employee
Advance Tax (Net of Provision for Tax)
Other Current Assets
(i) Prepaid Expenses
(ii) Short term deposit
(iii) Other Receivables
(iv) Balances with Revenue Authorities

March 31, 2015

March 31, 2014

219.83

182.41

219.83

182.41

6.14

5.79

6.14

5.79

2,304.29
22.97
232.81

2,757.32
364.81
241.78

7,228.63
251.66
420.79
136.75

8,411.92

238.22
121.21

10,597.90

12,135.26

4,251.74
10,759.17

3,014.10
12,952.73

15,010.91

15,966.83

58.98

11.83

62.19
352.75
11.85

15.01

18.18

12.01

1.84

97.83

446.81

576.20
35.05
300.84

510.74
37.03
287.17

912.09

834.94

165.24
343.45
1,971.44
571.08

229.35
328.78
2,258.86
262.64

3,051.21

3,079.63

Notes to Consolidated Financial Statements (Contd.)

(` in Lacs)
2014-15

2013-14

51,909.04
220.69

57,350.42
403.42

Less : Discounts

52,129.73
3,804.91

57,753.84
3,794.95

Less : Excise duty

48,324.82
4,997.90

53,958.89
5,677.00

43,326.92

48,281.89

2.19 Revenue from Operations

(i) Revenue from Sale of Products
(ii) Other Operating Revenue

2.20 Other Income

(i)

Interest

(ii)

Profit on Sale of Fixed Assets

(iii) Rent Receipt

2.74

4.93

127.06

575.21

6.51

109.85

61.63

239.65

648.28

Organic acid/chemicals

6,962.03

8,486.60

Pigments

3,993.17

4,510.73

Solvents & Oils

8,313.99

10,790.26

(iv) Miscellaneous Receipts (Note 2.45)

2.21 Cost of Materials Consumed

Packages and Packing Materials

3,119.32

3,463.55

Others*

4,395.02

4,340.16

26,783.53

31,591.30

3,170.77

3,624.06

3,170.77

3,624.06

7,480.29
232.81
420.79

8,411.92
241.78
238.22

8,133.89

8,891.92

8,411.92
241.78
238.22

7,933.12
444.49
468.50

8,891.92

8,846.11

758.03

(45.81)

* Includes individual items of less than 10%

of the total and therefore, not considered for
the above classification.

2.22 Purchase of Stock-in-Trade

2.23 Changes in inventories of finished goods,

work-in-progress and Stock-in-trade
Closing Stock
Finished Goods
Work-in-progress
Stock-in-trade
Opening Stock
Finished Goods
Work-in-progress
Stock-in-trade

ANNUAL REPORT 2014-15

91

Notes to Consolidated Financial Statements (Contd.)

(` in Lacs)
2014-15

2013-14

3,265.38

3,119.76

Contribution to provident and other funds

147.27

270.33

Staff Welfare Expenses

257.14

431.33

3,669.79

3,821.42

1,795.42

1,635.18

99.57

267.79

170.19

194.51

2,065.18

2,097.48

57.46

92.99

Power and fuel

228.10

433.47

Rent

452.17

307.01

2.24 Employee Benefits Expense

Salaries and Wages

2.25 Finance Costs

Interest expense
Foreign exchange gain / loss
Other borrowing cost

2.26 Other Expense

Consumption of stores and spare parts

Repairs to building
Repairs to plant and machinery

34.29
86.36

Insurance

34.34

28.19

Rates and taxes

47.98

56.44

Repairs - others

193.91

180.41

Printing and stationery

Communication expenses
Directors' fees
Payment to the Auditor ( note no. 2.30 )
Cost Audit Fees

65.00

52.96

143.06

109.11

4.40

4.70

12.04

9.56

0.55

0.50

Commission on sales

150.28

205.09

Travelling expenses

631.89

598.18

Application Charges

249.06

305.20

Freight

3,234.78

2,739.18

Discount & Rebates

1,759.60

1,800.37

15.34

375.42

716.75

414.60

8,128.27

7,834.03

Bad Debts
Miscellaneous Expenses

92

24.32
107.24

Notes to Consolidated Financial Statements (Contd.)

(` in Lacs)
2014-2015

2013-2014

293.71
1,479.10
576.04

315.33
1,530.84
432.18

74.36
47.95

56.62
11.06

186.49

393.75

40.50

40.50

6.00
1.00
2.05
2.99

5.00
0.90
1.61
2.05

2,207.00

2,699.00

2.27 Liabilities in Note 2.8 (ii) include : (i) ` 1250.67 Lacs

(Previous Year ` 2401.69 Lacs) outstanding in respect of
facilities granted to the Company by Small Industries
Development Bank of India (SIDBI) as well as interest accrued
but not due thereon. Facilities are secured by a first charge on
Company's entire fixed assets of Sikandrabad Plant .
(ii) ` 1739.85 Lacs (Previous Year ` 3459.12 Lacs) outstanding in
respect of facilities granted to the Company by AXIS Bank as
well as interest accrued but not due thereon.
2.28 Contingent Liabilities
Contingent liability not provided for in respect of :
i)
Excise Duty
ii) Bank Guarantee
iii) Sales Tax
iv) Claims against the Company not acknowledged
as debt (to the extent ascertained)*
v) Income Tax
*In case respect of one of the Company's offices previously
taken on rent, the division Bench of High Court of Calcutta has
directed appointment of a Special Referee to arrive at mesne
profit payable by the Company. The liability on account of
mesne profit is unascertained.
2.29 Commitments
(i)

Estimated amount of capital commitments,

net of advance of ` 516.80 (previous year ` 110.64 lacs)

(ii)

Uncalled Liability on Partly paid up shares

2.30 Auditors' Remuneration

Audit Fees
Tax Audit Fees
Certification fees and other services
Reimbursement of Expenses
2.31 CIF Value of Imports
Raw Materials
2.32 Expenditure in Foreign Currency

2,946.03

3,616.81

Travelling Expenses

Purchase of Raw Material

3.81

5.76

Testing Charges

2.47

0.97

306.14

304.66

2.33 Earnings in Foreign Currency

FOB Value of Export

ANNUAL REPORT 2014-15

93

Notes to Consolidated Financial Statements (Contd.)

(` in Lacs)
2014-2015

2013-2014

NIL

NIL

2.34 Amount remitted in foreign currency on

account of dividend
a) Number of Non-resident shareholders
b) Number of shares held by them

NIL

NIL

c) Amount of dividend remitted (` in Lac)

NIL

NIL

d) Year to which dividend relates

NIL

NIL

2.35 Consumption of imported and indigenous raw materials & stores

2014-2015

2013-2014

` in Lacs

` in Lacs

Imported

10.98

2,946.03

11.49

3,639.40

Indigenous

89.02

23,894.95

88.51

28,044.89

2.36 Disclosure underThe Micro, Small & Medium Enterprises Development Act, 2006:
The Company has not received any intimation from suppliers regarding their status under the Micro, Small and
Medium Enterprises Development Act, 2006 and hence disclosure if any relating to amount unpaid as at the year-end
together with interest paid / payable as required under the said Act have not been given.
2.37 The Company has adopted Accounting Standard 22 Accounting for Taxes on Income; and the net deferred tax
liabilities amounting to ` 97.58 lakhs pertaining to the current year has been recognized.
Opening as at
01/04/2014
(` In lacs )

Charge /(Credit)
during the year
(` in lacs )

Closing as at
31/03/2015
(` in lacs )

166.85

430.32

597.17

(344.32)

(3.92)

(348.24)

(0.04)

(177.47)

426.36

248.93

Deferred Tax Assets

Expenses allowable on payment basis
Deferred Tax Liabilities
Depreciation and related items
Other Adjustments
Net Deferred Tax Liabilities

2.38 Future minimum lease rentals receivable as at the year-end (as per the lease agreements):

94

2014-2015

2013-2014

i)

Not later than one year

3.25

11.90

ii)

Later than one year and not later than five years

8.15

0.07

iii)

Later than five years

11.40

11.97

Notes to Consolidated Financial Statements (Contd.)

(` in Lacs)
2.39 Related party disclosure in accordance with the Accounting Standard 18 Related Party Disclosures issued by the
Institute of Chartered Accountants of India.
Name of the related parties
with whom the transactions
have been made

Description of relationship
with the party

Nature of
Transaction

Amount
outstanding
as on March
31, 2015

Transactional
Value
2014-15

Sameer Nagpal

Managing Director

Remuneration

9.33
(8.33)

112.00
(100.00)

S.Sarda

Executive Director

Remuneration

()

(4.85)

Company controlled by
Directors

Sales

26.96
(19.44)

73.99
(8.23)

Jindal Stainless Ltd.

(Note Financial figures in bracket relate to previous year )

2.40 Earning Per Share

Particulars

2014-2015

2013-2014

(a)

Profit / (Loss) for the year, per statement of profit and loss (` In lacs)

(1,058.41)

(279.51)

(b)

Weighted Average number of Equity Shares (Nos.)

18,928,100

18,928,100

(c)

Effect of potential Dilutive Equity shares on Employee stock option

outstanding (Nos.)

223,196

223,196

1,91,51,296

1,91,51,296

Basic

(5.59)

(1.47)

Diluted

(5.53)

(1.47)

(d)
(e)

Weighted Average number of Equity shares in computing diluted

Earnings per share { (b)+( c) }
Earning per Share ( in Rupees)

2.41 Employees' Benefits

The Company has adopted Accounting Standard 15 (Revised) Employee Benefits with effect from 1st April, 2007.
The following disclosures are made in accordance with Accounting Standard 15 (Revised) pertaining to Defined Benefit Plans :

Defined Benefits Plans / Compensated absences - As per actuarial valuation on 31st March 2015
Leave Encashment
Non funded

Gratuity Funded
I

2014-15

2013-14

2014-15

2013-14

Expense recognized in the Statement of Profit and Loss

1
Current Service Cost

29.87

27.88

15.75

1.96

Interest on Cost

41.79

43.60

9.26

11.38

Employees Contribution

Expected Return on plan assets

(6.86)

(16.72)

Net Actuarial ( Gain ) / Losses

65.99

43.34

6.37

36.33

Past Service Cost

Settlement Cost

Total Expenses

130.79

98.10

31.38

49.67

ANNUAL REPORT 2014-15

95

Notes to Consolidated Financial Statements (Contd.)

(` in Lacs)
Leave Encashment
Non funded

Gratuity Funded
II

2014-15

2013-14

2014-15

2013-14

420.06

464.32

68.71

102.85

35.40

78.45

Net Assets / ( Liability ) recognized in

the Balance Sheet
1

Present Value of Defined Benefits of

Obligation as at March 15

III

Fair Value of plan assets as at March 15

Funded status [Surplus/(Deficit)]

(384.66)

(385.87)

(68.71)

(102.85)

Net Assets/(Liability) as at March 15

(384.66)

(385.87)

(68.71)

(102.85)

464.32

484.47

102.85

126.42

Change in Obligation during

the Year ended
1

IV

96

Present Value of Defined Benefit

Obligation at beginning of the year

Current Service Cost

29.87

27.88

15.75

1.96

Interest Cost

41.79

43.60

9.26

11.38

Settlement Cost

Past Service Cost

Employee Contributions

Plan Amendments

Actuarial (Gain)/ Losses

(69.04)

38.62

6.37

36.33

Benefits Payments

(46.88)

(130.25)

65.52

(73.24)

10

Present value of Defined Benefits

Obligation at the end of year

420.06

464.32

68.71

102.85

Change in Assets during the Year

1

Plan assets at the beginning of the year

78.45

196.69

Plan assets acquired on amalgamation

in Previous Year

Settlements

Expected return on plan assets

6.86

16.72

Contributions by employer

65.52

73.24

Actual benefits paid

(46.88)

(130.25)

(65.52)

(73.24)

Actual Gains/ (Losses)

(3.04)

(4.71)

6.37

Actual return on Plan assets

Plan assets at the end of the year

35.39

78.45

Notes to Consolidated Financial Statements (Contd.)

(` in Lacs)

Actuarial Assumptions:
1
Discount Rate
2
Rate of increase in salaries
3
Rate of return on Plan Assets :
1) Leave Encashment
2) Gratuity
4
Mortality
5

As at
March 31, 2015

As at
March 31, 2014

7.75%
3.00%

9.00%
4.00%

N.A.
N.A.
8.75%
8.75%
As per IALM (20062008) Ultimate.
2%p.a.
2%p.a.

Withdrawal rate

2.42 The Company has written off doubtful debts amounting to ` 15.38 lacs (included under the head Miscellaneous
expenses in Note 2.26) outstanding for more than three years as at the year end. In the previous year, the said write off
amounting to ` 375.42 lacs were made on review of doubtful debts on case to case basis.
2.43 Inventory Value has been adjusted on account of shortage thereof for ` NIL (previous year ` 602.51 lacs).
2.44 Miscellaneous Receipts include ` 65.43 lacs (previous year ` 35.82 lacs) on account of liability written back (net).
2.45 Some of the debtors, creditors & advances are pending confirmation /reconciliation, and impact of the same, if any, on
the accounts of the Company ,is unascertained.
2.46 The Company operates mainly in one business segment i.e. Paints; accordingly sales & stock in trade represent paints.
2.47 The Company has two subsidiaries, namely Shalimar Adhunik Nirman Limited (SANL) & Eastern Speciality Paints
& Coatings Private Limited (ESPCPL). The information in respect of the said subsidiaries, as required to be given vide
general circular no. 2/2011 dated 8th February,2011 issued by the Ministry of Corporate Affairs, are given below:
(` in Lacs)
SANL
ESPCPL
a) Capital (paid up)
: 59.50
5.00
b) Reserves
: NIL
c) Total Assets
: 559.50
5.37
d) Total Liabilities
: 559.50
5.37
e) Detail of Investment (except in case of investment in the subsidiaries)
: NIL
f)
Turnover
: NIL
g) Profit before Taxation
: NIL
h) Provision for Taxation
: NIL
i)
Profit after Taxation
: NIL
j)
Proposed Dividend
: NIL
Since there is no business activities by the subsidiaries / profit during the year ended 31st March, 2015, tax provision
including deferred tax, have not been made.
2.48 Finance charges include foreign exchange loss of ` 99.57 lacs (previous year ` 280.58 lacs).
2.49 Previous year's figures have been regrouped / rearranged, wherever necessary.
Signatures to Notes 1 to 2
For CHATURVEDI & PARTNERS
Chartered Accountants
(Firm Regn. No. 307068E)
A. K. Dubey
Partner
(Mem. No. 054975)
New Delhi
May 30, 2015

For and on behalf of the Board

Bernadette Dominic
Company Secretary
Mem No. A31629

Surender Kumar
Whole-time Director and COO & CFO
DIN: 00510137
Rajiv Rajvanshi
Director
DIN: 00036605

ANNUAL REPORT 2014-15

97

Notes

98

Notes

ANNUAL REPORT 2014-15

99

Notes

100

ATTENDANCE SLIP

SHALIMAR PAINTS LIMITED

CIN: L24222WB1902PLC001540
Registered Office: Goaberia, P.O.: Danesh Shaikh Lane, Howrah - 711 109
Phone : 033-2644-3201; Fax : 033-2644-3540; e-mail : [email protected]
Website: www.shalimarpaints.com
Venue of the Meeting: The Lake Land Country Club, Kona Expressway, P.O. : Munshidanga, P.S. : Domjur, Howrah - 711403
Date & Time: 28th September, 2015 at 12 Noon
PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING VENUE
Name
Registered Address
Email ID
DP ID*
Client ID*
Folio No
No. of shares held
*Applicable for investors holding shares in Electronic form.
I certify that I am the registered shareholders/proxy for the registered shareholder of the Company.
I hereby record my presence at the 113th Annual General Meeting of the Company being held on 28th September, 2015
at 12.00 Noon at The Lake Land Country Club, Kona Expressway, P.O.: Munshidanga, P.S.: Domjur, Howrah - 711403.

Signature of Member / Proxy

Note: 1. Electronic copy of the Annual Report for 2015 and Notice of the Annual General Meeting along with Attendance Slip
and Proxy Form is being sent to all the members whose email address is registered with the Company/Depositary
Participant unless any member has requested for a hard copy of the same. Shareholders receiving electronic copy
and attending the Annual General Meeting can print copy of this Attendance Slip.
2. Physical copy of the Annual Report for 2015 and Notice of the Annual General Meeting along with Attendance Slip
and Proxy Form is sent in the permitted mode(s) to all members whose email id is not registered or have requested
for a hard copy.

Route map to the venue of the 113th AGM of

Shalimar Paints Limited

Address:-

LAKE LAND COUNTRY CLUB

(Unit of Panchwati Holiday Resort Limited)
Off Kona Express Way, Howrah-711403
Phone No: 9230067300/9830321874
E-mail ID:[email protected]

SHALIMAR PAINTS LIMITED

CIN: L24222WB1902PLC001540
Registered Office: Goaberia, P.O.: Danesh Shaikh Lane, Howrah - 711 109
Phone : 033-2644-3201; Fax : 033-2644-3540; e-mail : [email protected]
Website: www.shalimarpaints.com
Form No. MGT-11

PROXY FORM
Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies
(Management and Administration) Rules, 2014.
CIN: L24222WB1902PLC001540
Name of the Company: Shalimar Paints Limited
Registered Office: Goaberia, P.O.: Danesh Shaikh Lane, Howrah - 711 109
Name of the Member(s)
Registered Address
Email ID
DP ID*
Client ID*
Folio No
*Applicable for investors holding shares in Electronic form.
I/We being the member(s) of _____________________ shares of the above named Company hereby appoint
1.

Name: ______________________________________________________Email Id: ___________________________

Address: _______________________________________________________________________________________
Signature: _____________________________________________________ Or failing him/her

2.

Name: ______________________________________________________Email Id: ___________________________

Address: _______________________________________________________________________________________
Signature: _____________________________________________________ Or failing him/her

3.

Name: ______________________________________________________Email Id: ___________________________

Address: _______________________________________________________________________________________
Signature: _____________________________________________________

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 113th Annual General Meeting of the
Company to be held on 28th September, 2015 at 12.00 Noon at The Lake Land Country Club, Kona Expressway,
P.O.: Munshidanga, P.S.: Domjur, Howrah - 711403 or/and at any adjournment thereof in respect of such resolutions as are
indicated below:
Resolution
No.

Resolutions

Ordinary Business
1.

Adoption of the Audited Financial Statements for the year ended 31st March 2015 and the Reports of the
Board and Auditors thereon

2.

Re-appointment of Mr. Girish Jhunjhnuwala (DIN 01093551), who retires by rotation

3.

Appointment of Auditors and fixing their remuneration

Special Business
4.

Appointment of Mr. Surender Kumar (DIN: 00510137), as a Director of the Company.

5.

Appointment of Mr. Surender Kumar (DIN: 00510137), as a Whole-time Director and COO & CFO of the
Company.

Signed this

Signature of Shareholder

day of
Affix Rupee
One
Revenue
Stamp

Signature of proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered office of the
Company, not less than 48 hours before the commencement of the Meeting.

NATIONWIDE

PRESENCE
JAMMU

PARWANOO
JALANDHAR
LUDHIANA

DEHRADUN
MOHALI
CHANDIGARH
HALDWANI
AMBALA
NARAINA
MANDOLI
NEBSARAI
GURGAON

BATHINDA

GHAZIABAD

GURGAON

SILIGURI

SIKANDRABAD

AGRA
JAIPUR

LUCKNOW
KANPUR

MALDA

VARANASI

HOWRAH
RANCHI
KOLKATA- HOWRAH
KOLKATA SOUTH
KHARAGPUR

UDAIPUR
AHMEDABAD

INDORE

VADODARA

SURAT

GUWAHATI

PATNA

JODHPUR

AGARTALA

HOWRAH
RAIPUR

NASHIK

NAGPUR

NASHIK
MUMBAI

CUTTACK
BHUBANESWAR

VIZAG
HYDERABAD

PUNE

HUBLI
BANGLORE
GOA

MANGALORE

TIRUPATI

GUMMIDIPOONDI

CALICUT
THRISSUR

CHENNAI
CHENNAI (SOUTH)

COIMBATORE
COCHIN
THIRUVANANTHAPURAM

MADURAI

MANUFACTURING PLANT
CORPORATE OFFICE
REGISTERED OFFICE
DEPOT/SALES OFFICE

ANNUAL REPORT 2014-15