Directors Report of Shalimar Productions Ltd.

Mar 31, 2024

Your directors have pleasure in presenting 39^th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31^st March, 2024.

FINANCIAL SUMMARY/HIGHLIGHTS

The Company''s performance during the year ended 31^st March, 2024 as compared to the previous financial year, is summarized below:

(Rs in Lakhs)
	For the financial	For the financial
	year ended	year ended
	31st March, 2024	31st March, 2023
Income	208.71	218.19
Less: Expenses	(198.77)	(208.39)
Profit/ (Loss) before tax	9.94	9.80
Less: Provision for tax Current	-	-
Deferred Tax	-	-
Income Tax of earlier years w/off	-	-
Exception Income	-	-
Exception expenditure	-	-
Less: - Current Tax	2.56	2.55
Profit after Tax	7.38	7.25
APPROPRIATIONS
Interim Dividend	-	-
Final Dividend	-	-
Tax on distribution of dividend	-	-
Transfer of General Reserve	-	-
Balance carried to Balance sheet	7.38	7.25

PERFORMANCE

FY 2023-24 closed with Revenues of ?208.71 Lakhs, EBITDA of ?20.61 Lakhs, PAT of ?7.38 Lakhs and EBITDA margins of 9.87%.

OPERATIONS:

There was no change in nature of the business of the Company, during the year under review. RESERVES

During the year under review, Company has not transferred any amount into the reserves. DIVIDEND

With a view to conserve resources, your directors have thought it prudent not to recommend any dividend for the financial year under review.

SHARE CAPITAL

The paid-up equity share capital as on March 31, 2024 was ?9843.28 Lakhs. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no adverse material changes or commitments occurred between the end of financial year and date of this report, which may affect the financial position of the Company or may require disclosure.

BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During FY 202324, ten meetings of the Board of Directors were held on May 12, 2023; June 28, 2023; August 05, 2023; August 14, 2023; September 06, 2023; November 07, 2023; December 16, 2023; February 12, 2024; February 20, 2024 and March 15, 2024. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Board comprises of Mr. Kuldeep Kumar - Chairman, Ms. Madhubala Vaishnav - Member and Mr. Sanjay Rajak- Member. All recommendations given by Audit Committee during FY 2023-24 were accepted by the Board.

Further details on the Audit Committee and other Committees of the Board are given in the Corporate Governance Report, which forms a part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment and Resignation

The shareholders at the 30^th Annual General Meeting held on September 30, 2023 approved the appointment of Mr. Vikramjit Singh Gill (DIN: 08875328) as Director retiring by rotation.

During the year, Ms. Shalu Sharma was appointed as Company Secretary of the Company with effect from 5^th August, 2023 by the Board of Directors in their Meeting held on 5^th August, 2023.

Ms. Shalu Sharma stepped down as a Company Secretary (CS) and Key Managerial Personnel of the Company, with effect from 20^th February, 2024

Mrs. Archana Gupta was appointed as Company Secretary of the Company for five consecutive years with effect from 20^th February, 2024 up to 19^th February, 2029 by the Board of Directors in their meeting held on 20^th February, 2024.

Board of Directors in their meeting held on 29^th August, 2024 approved Appointment of Mr. Kaushal Yadav and Ms. Anju Pareek as Non-Executive Independent Director subject to approval of Members in the ensuing Annual General Meeting.

Further Board of Directors in same meeting approved re-appointment of Ms. Madhubala Vaishnaw, Non-Executive Independent Director for second term of Five years subject to approval of Members in the ensuing Annual General Meeting.

Retirement by Rotation

In accordance with the Articles of Association and as per provisions of Section 152(6) of the Companies Act, 2013, Mr. Tilokchand Kothari, Director (DIN: 00413627) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment. Your Board recommends his re-appointment.

Except as stated above, there was no change in the composition of the Board of Directors and Key Managerial Personnel.

In terms of provisions of Section 203 of the Act, and the Rules made thereunder, following are the Key Managerial Personnel (KMP) of the Company:

1. Mr. Vikramjit Singh Gill - Chief Financial Officer

2. Ms. Kiran Kaur - Chief Executive Director

3. Mrs. Archana Gupta - Company Secretary

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the NRC has established processes for performance evaluation of Independent Directors, the Board and Committees of the Board. Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its Committees as well as the Directors individually.

The Board has, on the recommendation of the NRC framed a policy for selection and appointment of Directors, Senior Management and their remuneration (‘NRC Policy’). The NRC Policy of the Company includes criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration of Directors, Key Managerial Personnel and other employees. The NRC Policy is framed with the object of attracting, retaining and motivating talent which is required to run the Company successfully. The Policy can also be accessed on Company’s website at www.shalimarpro.com

COMPLIANCE WITH SECRETARIAL STANDARDS

Directors confirm that the Secretarial Standard - 1 on Meetings of Board of Directors and Secretarial Standard - 2 on General Meetings, issued by The Institute of Company Secretaries of India, have been duly complied with.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with Related Parties are placed before the Audit Committee for its approval. A statement containing details of all Related Party Transactions are placed before the Audit Committee and the Board of Directors for review on a quarterly basis and for prior approval whenever there is a requirement for such approvals. The omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseeable and

repetitive nature. The transactions entered into pursuant to omnibus approval are placed before Audit Committee and Board of Directors on quarterly basis. The policy on Related Party Transactions (RPT) is available on the website of the Company at www.shalimarpro.com

All the related party transactions for the year under review were in the ordinary course of business and on an arm’s length basis and hence disclosure in Form AOC-2 is not required. No material related party transactions were entered with related parties during the year under review and there were no materially significant transactions with any of the related parties that may have potential conflict with the interest of the Company at large.

The details of transactions with related parties as per the requirement of IND-AS are disclosed in the notes to the Financial Statements.

PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

CORPORATE SOCIAL RESPONSIBILITY

The provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to the Company, hence Company has not constituted the Corporate Social Responsibility Committee.

STATUTORY AUDITORS

M/s. Bhatter & Associates, Chartered Accountant (Firm Registration No. 131411W) has been appointed as the Statutory Auditors in the Extra-Ordinary General Meeting held on November 04, 2022 for the first term of five consecutive years from the conclusion of that Extra-Ordinary General Meeting till the conclusion of 42^nd Annual General Meeting in the financial year 202728.

STATUTORY AUDITOR’S REPORT

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their report for the financial year ended March 31, 2024.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Act, M/s Kirti Sharma & Associates, Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company, for the financial year ended March 31, 2024. The Report of the Secretarial Auditor is annexed to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL FINANCIAL CONTROLS

The Company has in place an adequate budgetary control system and internal financial controls with reference to financial statements. No reportable material weaknesses were observed in the system during the previous fiscal. Further, the Company has laid down internal financial control policies and procedures which ensure accuracy and completeness of the accounting records and the same are adequate for safeguarding of its assets and for prevention and detection of frauds and errors, commensurate with the size and nature of operations of the Company. The policies and procedures are also adequate for orderly and efficient conduct of business of the Company

DETAILS REGARDING FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards’ report.

RISK MANAGEMENT

Risk Management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The policy has been hosted on Company’s website www.shalimarpro.com.

WHISTLE BLOWER MECHANISM

The Company has established a vigil mechanism and formulated the Whistle Blower Policy (WB) to deal with instances of fraud and mismanagement, if any. The details of the WB Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(7) of the Act and Regulation 16 and 25 of the Listing Regulations. Mr. Sanjay Rajak and Ms. Madhubala Vaishnav, Independent Directors of the Company have also registered themselves in the databank with the Indian Institute of Corporate Affairs and confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold the highest standards of integrity.

The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the Company at www.shalimarpro.com

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and as per provisions of the Companies Act, 2013 and Rules made there under, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities and obligations in the Company, nature of the industry in which the Company operates, business model etc. The same is available on the website of the Company www.shalimarpro.com

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure I to this Report.

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as a separate annexure forming part of this Report. However, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information is available for electronic inspection during working hours and any member interested in obtaining such information may write to the Company Secretary or Registrar and Transfer Agent and the same will be furnished on request.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ended on March 31, 2024 is available on the website of the Company and weblink of the same is: https://www.shalimarpro.com/admin/uploads/MGT-7-pdf.pdf

CORPORATE GOVERNANCE

A Report on Corporate Governance as annexed in Annexure II, in terms of Regulation 34 of the Listing Regulations, along with a Certificate from Practicing Company Secretary, certifying compliance of conditions of Corporate Governance enumerated in the Listing Regulations, is presented in a separate section forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, giving detailed analysis of Company’s operations, as stipulated under Regulation 34 of the Listing Regulations, is annexed as Annexure III forming part of this Annual Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as Nil. The Company has not entered into any technology transfer agreement.

GENERAL

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

b. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2024, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken 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 laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

e. the annual accounts of the Company have been prepared on a going concern basis;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT

The Company is committed to maintaining productive environment for all its employees at various levels in the organisation, free of sexual harassment and discrimination on the basis of gender.

The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”).

The Company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as number of employees is less than 10.

d. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

e. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT

There was no instance of onetime settlement with any Bank or Financial Institution. ACKNOWLEDGEMENT

Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of our Company.

---

Mar 31, 2018

DIRECTORS'' REPORT

The Members,

SHALIMAR PRODUCTIONS LIMITED

The Directors are pleased to present their 33^rdAnnual Report together with the Audited Financial Statements for the financial year ended 31^stMarch, 2018and the Auditors Report thereon.

BUSINESS PERFORMANCE:

The Company''s financial performance, for the year ended 31^stMarch, 2018 is summarized below:

(Rs. In Lacs)

Particulars	Year Ended 31-03-2018	Year Ended 31-03-2017
Revenue from operations	1015.00	442.94
Other income	-	2.69
Gross Income	1015.00	445.63
Total Expenses	1007.87	441.87
Net Profit Before Tax	7.13	3.76
Provision for Tax	2.20	1.13
Net Profit After Tax	4.93	2.63

OPERATIONS AND FUTURE PLANS:

The total revenue of the Company has increased toRs. 1015.00 Lakhsin the FY 2017-18 from Rs. 442.94 Lakhs in the FY 2016-17 and the net profit of the Company has increased toRs.4.93 Lakhs in FY 2017-18 from Rs. 2.63 Lakhs in FY 2016-17. This can attributed towards low cost incurred by the Company. However, your Company is optimistic about the coming year. Since the Company is trying to reduce cost and expand its business, your Directors are hopeful that the results will be more encouraging.

DIVIDEND:

In order to plough back the profit, your Directors have not recommended any dividend for the year ended 31^stMarch, 2018.

SHARE CAPITAL:

The Issued, Subscribed & Paid up Capital of the Company as on 31^st March 2018 stands at Rs. 98,43,28,313/divided into 984,328,313 Equity Shares of Re. 1/- each. During the period under review, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity.

TRANSFER TO RESERVE:

The Board does not propose to make transfer to reserves for the year 2017-18 and instead intends to retain the net profit of Rs. 492,943/- in the Profit & Loss Account for the year ended 31^stMarch 2018.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: i) Retire by Rotation:

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Mr. Chandrashekhar Sharma (DIN: 02327769) Director of the Company retires by rotation at this Annual General Meeting of the Company and being eligible, offers himself for reappointment.

ii) Change in Directors and Key Managerial Personnels:

During the year under review, Ms. Neha Karkera was resigned from the post of Company Secretary w.e.f 13^thDecember, 2017 and in her place Ms. Preeti Panchal was appointed as Company Secretary w.e.f 13^th February, 2018.

Mr. Pankaj Dave, Managing Director of the Company was disqualified being acted as a Director as per list issued by Ministry of Corporate Affair in the month of September, 2017.

iii) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules made thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its various Committees. The criteria applied in the evaluation process are detailed in the Corporate Governance Report which forms part of this report.

iv) Meetings of the Board:

During the year ended 31^st March 2018, Seven (7) Board Meetings were held by the Company on 29^th May 2017, 11^th August 2017, 7^th September 2017,6^th December 2017 and 13^th December 2017, 13^th February 2018 and 29^thMarch, 2018. Details of the meetings and the attendance record of the Directors are mentioned in the Corporate Governance section which forms part of this Report.

v) Committees of the Board:

At present, there are three (3) Committees of Board, i.e. Audit Committee, Stakeholders'' Relationship Committee & Nomination & Remuneration Committee. The Composition and other details related to the Committees have been stated in the Corporate Governance Report which forms part of this report.

DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:

Your Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013 from all the Independent Directors confirming that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013. Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013, rules made thereunder as well as applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an adequate budgetary control system and internal financial controls with reference to financial statements. No reportable material weaknesses were observed in the system during the previous fiscal. Further, the Company has laid down internal financial control policies and procedures which ensure accuracy and completeness of the accounting records and the same are adequate for safeguarding of its assets and for prevention and detection of frauds and errors, commensurate with the size and nature of operations of the Company. The policies and procedures are also adequate for orderly and efficient conduct of business of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2017 - 18.

CHANGE IN THE NATURE OF BUSINESS:

During the period under review, there is no change in the nature of business of the Company. The Company continues to operate in the Media Sector.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") forms an integral part of this Report as " Annexure A".

NOMINATION AND REMUNERATION COMMITTEE POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is annexed as "Annexure B" to this Report.

AUDIT COMMITTEE:

Your Company has an Audit Committee in compliance with the provisions of the Companies Act, 2013as well as Part C of Schedule II of the Listing Regulations. The composition of the Audit Committee, detail of terms of reference, number and dates of meetings held and attendance of the Members therein have been specified separately in the attached Corporate Governance Report. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

AUDITORS &THEIR REPORT: a) Statutory Auditor:

M/s. S C Mehra & Associates (Firm Registration No. 106156W), Chartered Accountant were in the 32^ndAnnual General Meeting (AGM) appointed as the Statutory Auditors of the Company for a period of five years i.e. till the conclusion of 37^thAGM to be held in the year 2022, subject to ratification of the Members in every AGM. The Board accepted the recommendation of the Audit Committee whenever made by the Committee during the year.

Pursuant to the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Statutory Auditors was required to be placed for ratification at every Annual General Meeting. The said proviso has been omitted by MCA vide its notification dated 7th May, 2018 with immediate effect.

The Company has received a letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under Section 139 of the Companies Act, 2013 for Financial Year 2018-19.

The Statutory Auditors M/s. S.C. Mehra & Associates have issued their reports on Standalone Financial Statements for the year ended 31st March, 2018. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

b) Secretarial Auditor:

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, the Board of Directors have appointed Ms. Pooja Jain, Practicing Company Secretary as Secretarial Auditors to undertake secretarial audit of the Company for the financial year ended 31^st March, 2018. The Secretarial Audit Report is attached herewith marked as "Annexure C" and forms an integral part of this report.

The said report does not contain any adverse remarks or qualifications or reservation.

1. As per the list of disqualified Directors u/s 164(2) of the Companies Act, 2013 issued by Ministry of Corporate Affairs, name of Mr. Pankaj Dave Directors of the Company was mentioned. His name was appearing in the above mentioned list due to non-filing of necessary Annual Returns with the office of Registrar of Companies by the defaulting Companies.

With respect to above observation made by the Secretarial Auditor, Your Directors would like to clarify that disqualification of Mr. Pankaj Dave as Director is due to non-filing of necessary Annual return by another Company M/s Ballord Trading Private Limited in which Mr. Pankaj Dave also acts as a Director. As per discussion, The Director has already initiated the required procedure for removal of said disqualification and soon the name shall be removed from the list of disqualification.

c) Internal Auditor:

M/s. Sudhir M Desai & Co., Chartered Accountants, Mumbai (Registration No. 041999) was appointed as Internal Auditor of the Company for the FY 2017-2018 and the Internal Audit Report prepared by them was placed before the Audit Committee.

RISK MANAGEMENT:

Risk Management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The policy has been hosted on Company''s website www.shalimarpro.com.

PUBLIC DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTY:

During the year, there were no related party transactions made in the Company, therefore Form AOC-2 is not applicable to the Company. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.shalimarpro.com/attachments/policyrtp.pdf.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186:

During the year ended 31^st March 2018, the Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year ended 31^st March 2018, there were no material changes and commitments affecting the financial position of the Company have occurred between the period ended 31^st March 2018 to which financial results relate and the date of the Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to the Company, hence no such Committee has been formed. However, Company had always tried in its best possible ways to involve itself in social development activities.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN

No.INE435E01020has been allotted for the Company Shares. Therefore, the members and/ or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES:

The shares of your Company are listed at BSE Limited. The applicable Annual Listing fees have been paid to the Stock Exchange for the financial year 2017-18.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, every listed Company is required to have a Vigil Mechanism/ Whistle Blower Policy for the Directors and employees to report their concerns and grievances. The Company has a Whistle Blower Policy in place and the same is also available on the web-site at the web-linkhttp: / / www.shalimarpro.com/attachments/VIGILMechanism.pdf.

The Audit Committee of Directors are entrusted with the responsibility to oversee the Vigil mechanism.

CORPORATE GOVERNANCE:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Company''s Auditors on its compliance forms an integral part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as Nil. The Company has not entered into any technology transfer agreement.

SEXUAL HARRASSMENT AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rule made thereunder. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from all our Clients, Bankers, Business Associates and the Government and other regulatory authorities and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

By Order of the Board of Directors

For Shalimar Productions Limited

Sd/- Sd/-

Tilokchand Kothari Chandrashekhar Sharma

Director Director

DIN: 00413627 DIN: 02327769

Place: Mumbai

Date: 29.05.2018

---

Mar 31, 2016

DIRECTORS’ REPORT

The Members,

SHALIMAR PRODUCTIONS LIMITED

The Directors are pleased to present their 31^st Annual Report together with the Audited Financial Statements for the financial year ended 31^st March, 2016 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

The Company''s financial performance, for the year ended 31^stMarch, 2016 is summarized below:

(Rs. In Lacs)

Particulars	Year Ended 31-03-2016	Year Ended 31-03-2015
Revenue from Operations	268.20	348.39
Profit before depreciation and Tax	15.14	28.89
Less: Depreciation	12.37	16.87
Profit after depreciation and before Tax	2.77	12.02
Less : Provision For Tax	0.90	3.80
Less : Differed Tax	-	2.04
Less : Short/ Excess earlier year	(8.90)	-
Net Profit	10.77	6.17
Add: Profit & Loss A/c balance of previous years	256.56	250.39
Appropriations:
Proposed Dividend	-	-
Interim Dividend	-	-
Dividend Distribution Tax	-	-
Transfer to General Reserve	-	-
Balance c/f to Balance Sheet as at 31.03.2016	267.33	256.56

OPERATIONS AND FUTURE PLANS:

The total revenue of the Company has decreased to Rs. 268.20 Lakhs in the FY 2015-16 from Rs. 348.39 Lakhs in the FY 2014-15. However, the net profit of the Company has increased from Rs. 6.17 Lakhs in FY 2014-15 to Rs. 10.77 Lakhs in FY 2015-16. This can attributed towards low cost incurred by the Company. Your Directors are optimistic about the coming year. Since the Company is trying to start new projects, your Directors are hopeful that the business of the Company will further expand.

DIVIDEND:

In order to plough back the profit, your Directors have not recommended any dividend for the year ended 31^st March, 2016.

SHARE CAPITAL:

The Issued, Subscribed & Paid up Capital of the Company as on 31^st March 2016 stands at Rs. 98,43,28,313/- divided into 984,328,313 Equity Shares of Re. 1/- each. During the period under review, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity.

TRANSFER TO RESERVE:

The Board does not propose to make transfer to reserves for the year 2015-16 and instead intends to retain the net profit of Rs. 1,076,841/- in the Profit & Loss Account for the year ended 31^stMarch 2016.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: i) Retire by Rotation:

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Mr. Chandrashekhar Sharma (DIN: 02327769) Director of the Company retires by rotation at this Annual General Meeting of the Company and being eligible, offers himself for reappointment.

ii) Change in Directors and Key Managerial Personnels:

During the year under review, Mr. Abhishek Palaparthy has resigned from the directorship of the company w.e.f. 01.01.2016 citing personal reasons. The board has accepted his resignation in the Board Meeting held on 30^th December, 2015.

Currently, the Key Managerial Personnel''s of the Company are Mr. Pankaj Dave (Managing Director), Mr. Chandrashekhar Sharma (Director & Chief Financial Officer) and Ms. Neha Pravin Kumar Karkera (Company Secretary).

During the year, Mr. Chandrashekhar Sharma who already being an Executive Director was appointed as Chief Financial Officer with effect from 01^st April 2015. Ms. Neha Pravin Kumar Karkera was appointed as Company Secretary with effect from 7^th July 2015. She is also designated as Compliance Officer in accordance with SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015.

iii) Appointment of Independent Directors:

In accordance with the provisions of Section 149 and 152 and other applicable provisions of the Companies Act, 2013, the Articles of Association of the Company and relevant regulations of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 entered with Stock Exchange, the Board of Directors have appointed Mr. Sainath Mhatre (DIN: 06778655) and Mr. Suraj Kadam (DIN: 06778687) by way of Circular Resolution w.e.f. 08^th January, 2016 as an Additional Director (Independent, Non-Executive) who shall hold office up to the ensuing Annual General Meeting.

The Board recommends appointment of Mr. Sainath Mhatre and Mr. Suraj Kadam at the ensuing Annual General Meeting as Non-Executive Independent Director for five consecutive years for a term up to September 29, 2021 or as on the date of 36^th Annual General Meeting, whichever is earlier in accordance with Section 149 of the Companies Act, 2013. In the opinion of the Board, Mr. Mhatre and Mr. Kadam fulfill the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as an Independent Director of the Company.

iv) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules made there under and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its various Committees. The criteria applied in the evaluation process are detailed in the Corporate Governance Report which forms part of this report

v) Meetings of the Board:

During the year ended 31^st March 2016, Seven (7) Board Meetings were held by the Company on 29^th May 2015, 22^nd June 2015, 7^th July, 2015, 13^th August 2015, 9^th November 2015, 30^th December 2015 and 11^th February 2016.Details of the meetings and the attendance record of the Directors are mentioned in the Corporate Governance section which forms part of this Report.

vi) Committees of the Board:

At present, there are three (3) Committees of Board, i.e. Audit Committee, Stakeholders'' Relationship Committee & Nomination & Remuneration Committee. The Composition and other details related to the Committees have been stated in the Corporate Governance Report which forms part of this report.

DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:

Your Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013 from all the Independent Directors confirming that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013. Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013, rules made there under as well as applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an adequate budgetary control system and internal financial controls with reference to financial statements. No reportable material weaknesses were observed in the system during the previous fiscal. Further, the Company has laid down internal financial control policies and procedures which ensure accuracy and completeness of the accounting records and the same are adequate for safeguarding of its assets and for prevention and detection of frauds and errors, commensurate with the size and nature of operations of the Company. The policies and procedures are also adequate for orderly and efficient conduct of business of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CHANGE IN THE NATURE OF BUSINESS:

During the period under review, there is no change in the nature of business of the Company. The Company continues to operate in the Media Sector.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") forms an integral part of this Report as "Annexure A”.

NOMINATION AND REMUNERATION COMMITTEE POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is annexed as “Annexure B” to this Report.

AUDIT COMMITTEE:

Your Company has an Audit Committee in compliance with the provisions of the Companies Act, 2013as well as Part C of Schedule II of the Listing Regulations. The composition of the Audit Committee, detail of terms of reference, number and dates of meetings held and attendance of the Members therein have been specified separately in the attached Corporate Governance Report. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

AUDITORS &THEIR REPORT: a) Statutory Auditor:

M/s. Lakhpat M Trivedi& Co., (Reg. No. 109047), Chartered Accountant, Mumbai, the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting are eligible for re-appointment. They have expressed their willingness to be re-appointed and have confirmed that their appointment, if made, will be in accordance with the provisions of Section 139 & 141 of the Companies Act, 2013.

The Statutory Auditors M/s. Lakhpat M Trivedi & Co., Chartered Accountants have issued their reports on Financial Statements for the year ended 31^st March 2016. There are no adverse remarks or qualifications in the sand report. The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Your Directors recommend reappointment of M/s. Lakhpat M Trivedi & Co. as the Auditors of the Company for the financial year 2016-17.

b) Secretarial Auditor:

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, the Board of Directors have appointed M/s. Rituraj & Associates, Practicing Company Secretary as Secretarial Auditors to undertake secretarial audit of the Company for the financial year ended 31^st March, 2016. The Secretarial Audit Report is attached herewith marked as “Annexure C” and forms an integral part of this report.

The said report does not contain any adverse remarks or qualifications or reservation.

RISK MANAGEMENT:

Risk Management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The policy has been hosted on Company''s website www.shalimarpro.com.

PUBLIC DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTY:

During the year, there were no related party transactions made in the Company, therefore Form AOC-2 is not applicable to the Company. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.shalimarpro.com/attachments/policyrtp.pdf.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION186:

During the year ended 31^st March 2016, the Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year ended 31^st March 2016, there were no material changes and commitments affecting the financial position of the Company have occurred between the period ended 31^st March 2016 to which financial results relate and the date of the Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to the Company, hence no such Committee has been formed. However, Company had always tried in its best possible ways to involve itself in social development activities.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No.INE435E01020has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES:

The shares of your Company are listed at BSE Limited. The applicable Annual Listing fees have been paid to the Stock Exchange for the financial year 2015-16.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, every listed Company is required to have a Vigil Mechanism/ Whistle Blower Policy for the Directors and employees to report their concerns and grievances. The Company has a Whistle Blower Policy in place and the same is also available on the web-site at the web-linkhttp://www.shalimarpro.com/attachments/VIGILMechanism.pdf.

The Audit Committee of Directors are entrusted with the responsibility to oversee the Vigil mechanism.

CORPORATE GOVERNANCE:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Company''s Auditors on its compliance forms an integral part of this report.

SECRETARIAL STANDARDS OF ICSI:

Pursuant to the approval given on 10^th April 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from1^stJuly 2015. The Company is in compliance with the same.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report. PARTICULARS OF EMPLOYEES:

Particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given, as none of the employees qualifies for such disclosure.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as Nil. The Company has not entered into any technology transfer agreement.

SEXUAL HARRASSMENT AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rule made there under. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from all our Clients, Bankers, Business Associates and the Government and other regulatory authorities and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

By Order of the Board of Directors

For Shalimar Productions Limited

Tilokchand Kothari

Chairman &Director

Place: Mumbai (DIN:00413627)

Date: 28.05.2016

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present their 30th Annual Report together with the Balance Sheet and the Profit and Loss Accounts for the financial year ended March 31, 2015 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

(Rs. In Lacs)

Year Ended Year Ended Particulars 31-03-2015 31-03-2014

Total Revenue 348.39 113.43

Less: Total Expenses 336.37 84.17

Profit before Tax 12.03 29.26

Less : Provision For Tax 3.80 9.00

Less : Deffered Tax 2.05 3.90

Less : Short/ Excess earlier year - -

Profit/ (Loss) after Tax 6.17 16.35

OPERATIONS AND FUTURE PLANS:

Your Company posted good financial results during the year under review. Turnover of the Company has increased from Rs. 113.43 Lakhs to Rs. 311.26 Lakhs. However, the expenses during the year have raised significantly from Rs. 84.17 Lakhs to Rs. 336.37 Lakhs due to which the net profit of the Company has reduced from Rs. 16.35 Lakhs to Rs. 6.17 Lakhs.

However, your Company is optimistic about the coming year. Since the Company is trying to reduce cost and expand its business, your Director are hopeful that the results will be more encouraging.

DIVIDEND:

In order to plough back the profit, your Directors have not recommended any dividend for the year ended 31st March, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED:

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Mr. Tilokchand Kothari, (DIN No. 00413627) Director of the Company retires by rotation at this Annual General Meeting of the Company and being eligible, offers himself for reappointment.

In accordance with the provision of the Act, the Articles of Association of the Company and as per the Clause 49 of the listing agreement entered with Stock Exchange, the Board of Directors in their Meeting held on 30th March, 2015 appointed Ms. Renu Sharma as an Additional Director (Woman Director & Non- Executive Independent) up to the ensuing Annual General Meeting. The Company has received notice in writing from her signifying own candidature for appointment as Non-Executive Independent Director of the Company with requisite deposit as prescribed u/s 160 of the Companies Act, 2013. Ms. Renu Sharma is proposed to be appointed as an Independent Director for five consecutive years for a term up to March 29, 2020 or as on the date of 35th Annual General Meeting, whichever is earlier in accordance with Section 149 of the Companies Act, 2013. In the opinion of the Board, Ms. Sharma fulfills the conditions specified in the Companies Act, 2013 and rules made thereunder for her appointment as an Independent Director of the Company. The Board recommends her appointment at the ensuing Annual General Meeting.

Mr. Chandra shekhar Sharma who was appointed as an Independent Director in the AGM held on 30th September 2014 was re-designated as Executive Director in the Board Meeting held on 13th February 2015 and has been appointed as a Chief Financial Officer w.e.f. 01st April 2014 pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the BSE.

MEETINGS OF THE BOARD:

During the year ended 31st March 2015, Seven (7) Board Meetings were held by the Company on 29th May 2014, 25th July 2014, 14th August 2014, 27th August 2014, 14th November 2014, 13th February 2015 and 30th March 2015.

The intervening gap between the meetings was as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the BSE. The details of the Committee Meetings held during the period under review forms part of the Corporate Governance Report. None of the Directors on the Company's Board is a Member of more than 10 Committees and Chairman of more than 5 Committees [Committees being Audit Committee and Stakeholders' Relationship Committee] across all companies in which they are Directors. None of the Independent Director serves as an Independent Director in more than 7 listed companies.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Services of internal auditors are utilized from time to time, as also in-house expertise and resources. The Company continuously upgrades these systems in line with the best available practices. Internal Audit is conducted throughout the organization by qualified independent Internal Auditors. Findings of the Internal Audit Report are reviewed by the Management and by the Audit Committee of the Board and proper follow up actions are ensured wherever required.

CHANGE IN THE NATURE OF BUSINESS:

During the period under review, there is no change in the nature of business of the Company. The Company continues to operate in the Media Sector.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") forms an integral part of this Report as "Annexure A".

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION COMMITTEE POLICY:

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

AUDIT COMMITTEE:

Audit Committee assists the Board in fulfilling responsibilities of monitoring financial reporting processes, review the Company's established systems of procedures for internal financial controls, governance and reviewing the statutory and internal audits. The Audit Committee of the Board of Directors of the Company, comprises of three (3) Members, namely Mr. Abhishek Palaparthy, Ms. Renu Sharma and Mr. Pankaj Dave. Two-third of the Members are Independent Directors and one is Executive Director. The Chairman of the Committee is Mr. Abhishek Palaparthy who is an Independent Director. The detail of terms of reference of Audit Committee, number and dates of meetings held and attendance of the Members therein have been specified separately in the attached Corporate Governance Report. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors at their separate meeting.

AUDITORS & AUDITORS REPORT:

M/s. Lakhpat M Trivedi & Co., (Reg. No. 109047) the Statutory Auditors, to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting of the Company to be held in the year 2016 and that the Board of Directors' of the Company be and is hereby authorized to fix their remuneration for the said period and re-imbursement of actual out of pocket expenses, as may be incurred in the performance of their duties."

The Statutory Auditors M/s. Lakhpat M Trivedi & Co., Chartered Accountants have issued their reports on Financial Statements for the year ended 31st March 2015. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Your Directors recommend reappointment of M/s. Lakhpat M Trivedi & Co. as the Auditors of the Company.

SECRETARIAL AUDIT REPORT:

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, a secretarial audit was conducted during the year by Secretarial Auditors M/s. Rituraj & Associates. The Secretarial Auditor's Report is attached as annexure and form part of this report.

Observation:

The Companies has not appointed Company Secretary as per under Section 203 for the Financial Year 2014-15

The above mentioned is the observation made by the Secretarial Auditor in their Audit Report. In this regard, your Directors want to clarify that the Company had made an honest attempt to appoint a Company Secretary in the year under review. However, we were unable to zero in on any candidate. After due searching, we have appointed Ms. Neha Karkera as Company Secretary w.e.f. 07th July 2015. Hence, we wish to state that the Company had complied with the relevant provisions at present. The Secretarial Audit Report forms part of this Notice as "Annexure B".

INTERNAL AUDITOR:

The Company has appointed M/s. RNA & Associates, Chartered Accountants, (Firm Registration No. 136734W) as Internal Auditor of the Company as per Section 138 of the Act.

RISK MANAGEMENT:

Risk Management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The policy has been hosted on Company's website www.sha1imarprn.rnm

PUBLIC DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

RELATED PARTY TRANSACTIONS:

During the year, there were no related party transactions made in the Company, therefore Form AOC-2 is not applicable to the Company.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.shalimarpro.com/attachments/policyrtp.pdf.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186:

Details of Loan, Guarantees and Investments covered under the provisions of the Act, are disclosed in the notes to the Financial Statements.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year ended 31st March 2015, there were no material changes and commitments affecting the financial position of the Company have occurred between the period ended 31st March 2015 to which financial results relate and the date of the Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to the Company, hence no such Committee has been formed. However, Company had always tried in its best possible ways to involve itself in social development activities.

SHARE CAPITAL:

The Issued, Subscribed & Paid up Capital of the Company as on 31st March 2015 stands at Rs. 984,328,313 /- divided into 984,328,313 Equity Shares of Re. 1/- each. During the period under review, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE435E01020 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES:

Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Annual Listing Fees to the Stock Exchange has been duly paid by the Company.

INSURANCE:

The fixed assets of the Company have been adequately insured.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism policy in place to enable the Directors and employees to report their genuine concerns or grievances by having a direct access to the Chairman of the Audit Committee and the Chief Financial Officer of the Company. The details of the vigil mechanism is explained in the Corporate Governance Report and also posted on the website of the Company, the web link of which is http://www.shalimarpro.com/attachments/VIGILMechanism.pdf.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on Corporate Governance practices followed by the Company, together with a Certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

Further, as per Clause 49 of the Listing Agreement entered with the BSE, CEO/CFO Certification confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee forms an integral part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as Nil.

The Company has not entered into any technology transfer agreement.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Bankers, Business Associates and the Government and other regulatory authorities and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

By Order of the Board of Directors For Shalimar Productions Limited

Sd/- Pankaj Dave Managing Director Place: Mumbai (DIN: 00425977) Date: 29.05.2015

---

Mar 31, 2014

The Members,

SHALIMAR PRODUCTIONS LIMITED

The Directors are pleased to present their 29th Annual Report together with the Balance Sheet and the Profit and Loss Accounts for the financial year ended 31st March, 2014 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

(Rs. In Lacs)

Year Ended Year Ended Particulars 31-03-2014 31-03-2013

Total Revenue 113.43 97.09

Less: Total Expenses 84.17 104.66

Profit before Tax 29.26 (7.57)

Less : Provision For Tax 9.00 -

Less : Deffered Tax 3.90 0.11

Less : Short/ Excess earlier year - -

Profit/ (Loss) after Tax 16.35 (7.46)

OPERATIONS:

During the year under review saw the Company earning a profit of Rs. 29.26/- Lacs in comparison to the losses of Rs. 7.57/- Lacs incurred in previous year 2012-13. This raise has been due to the fact that Company has been involved in various media related projects which are garnering both recognition and wealth for the Company.

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and therefore do not recommend any dividend for the year ended 31st March, 2014.

DIRECTORS:

Mr. Tilokchand Kothari is liable to retire by rotation, being eligible, offers himself for re-appointment and the Company has received nomination of Mr. Kothari for appointment as Directors in terms of Section149 of the Companies Act, 2013.

In terms of Sections 149, 150, 152, other applicable and related provisions of the Companies Act, 2013 read with Rules made thereunder, retirement by rotation shall not apply to Independent Directors. In order to comply with the statutory requirements, your Independent Directors, Mr. Chandrashekhar Sharma and Mr. Abhishek Palaparthy are being recommended for appointment for a term upto five consecutive years i.e. upto March 31, 2019, on a non-rotational basis.

Details of the proposals of appointment or re-appointment as applicable are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 in the Notice to the 29th Annual General Meeting. Necessary resolutions are being placed before the shareholders for approval.

Accordingly, the Board recommends appointment of the aforementioned Directors for the approval by the shareholders of the Company.

MERGER WITH VISAGAR MEDIA LIMITED:

During the year, Bombay High Court has vide its order dated 2nd August 2013 granted approval for amalgamation of Visagar Media Limited into the Company and both the Companies have been merged since then.

FIXED DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

ALLOTMENT OF SHARES:

Consequent upon the Merger, the Company has allotted fully paid 761,608 Equity Shares on 27.08.2013 to the shareholders of Visagar Media Limited.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE435E01020 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES:

Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Annual Listing Fees to the Stock Exchange has been duly paid by the Company.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s. Lakhpat M Trivedi & Co., the Auditors retire at the ensuing Annual General Meeting but being eligible offer themselves for reappointed. The Company has received the letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under Section 139 of the Companies Act, 2013. Your Directors recommend reappointment of M/s. Lakhpat M Trivedi & Co. as the Auditors of the Company.

CORPORATE GOVERNANCE:

Report on Corporate Governance alongwith the Certificate of the Auditors, M/s. Lakhpat M Trivedi & Co., confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Since, the Company do not have any manufacturing unit, all provisions of Section 217(1)(e) of the Companies Act, 2013, with regard to conservation of energy and technology absorption are not applicable to the Company at this stage.

The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956, your Directors state that;

1) in the preparation of the accounts, the applicable accounting standards have been followed;

2) accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2013 and the profit of the Company for the year ended on that date;

3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4) the Annual Accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co-operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

By Order of the Board of Directors For Shalimar Productions Limited Sd/- Pankaj Dave Managing Director

Place: Mumbai Date: 29.05.2014

---

Mar 31, 2013

To'' THE MEMBERS OF SHALIMAR PRODUCTIONS LIMITED.

FINANCIAL RESULTS

The financial highlights of the Company'' for the year ended are summarized below.

(Rs. in Lac) For the year ended 31st March'' 2013 31st March'' 2012

Total Revenue 97.08 78.01

Less: Total Expenses 81.44 93.88

Profit/ (loss) before tax (7.57) (15.87)

Deferred Tax Liability/(Assets) (0.11) (0.10)

Less: Income Tax / Provision

Profit/ (loss) after Tax (7.68) (15.97)

Brought forward loss from previous year 42.92 45.32

Surplus/(deficit) carried to Balance sheet 35.24 29.35

OPERATIONS

During the year under review your company has earned a gross income of Rs. 97.08 Lacs for the financial year 2012-13'' as compared to Rs. 78.01 Lacs in the previous year.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits within the meaning of Section 58A of Companies Act'' 1956 and Rules made there under.

DIRECTORS

In accordance with the requirements of the Companies Act 1956'' Shri Tilokchand Kothari will retire by rotation and'' being eligible offered himself for re-appointment.

The Board at its meeting on 19.12.2012 appointed Mr. Pankaj Dave as Additional Directors of the Company'' will hold the office upto the date of forthcoming Annual General Meeting and is eligible for appointment as Director in the Annual General Meeting.

During the year Shri Pankaj Kumar Daga has resign from the post of Director of the company.

AUDITORS

M/s. Lakhpat M Trivedi & Co.'' Chartered Accountant'' the Auditor of the Company'' will retire at the conclusion of the ensuing Annual General Meeting and'' being eligible; offer themselves for re-appointment to hold the office till the conclusion of the next Annual General Meeting.

The company has received the letter from auditor to the effect that their appointment would be within the limits prescribed under section 224 (1B) of the Companies Act'' 1956.

The Auditors have confirmed that they have subjected themselves to the peer review process of the institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI."

AMALGAMATION:

The Hon. High Court of Bombay vide its Order dated 2nd August'' 2013 sanctioned the scheme of Amalgamation of Company with Visagar Media Limited (VML). As per Scheme of Amalgamation'' the Appointed Date is 30th September'' 2012. Thus'' with effect from 19th December'' 2012 VML stands merged with the Company and the legal entity of VML stands dissolve without winding-up. Further'' the entire business and undertaking of VML is transferred to and vested in the Company and the Company'' though the allotment is made on 27th August'' 2013.

DEMATERIALISATION OF SHARES

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE435E01020 has been allotted for the Company Shares. Therefore'' the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES

The company’s shares are listed with The Bombay Stock Exchange. Your Company has paid the respective Annual Listing fees up to date and there are no arrears.

PARTICULARS OF EMPLOYEES

None of the employees are paid remuneration exceeding the limit laid down under Section 217 (2A) of the Companies Act'' 1956'' read with the Companies (Particulars of Employees) Rules'' 1975.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act'' 1956'' with respect to Directors’ Responsibility Statement'' your directors hereby confirm:

(i) That in the preparation of the annual accounts'' the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to given a true and fair view of the state of affairs of the Company at the end of the financial year 31.3.2013 and of the Profit or Loss of the Company for that period;

(iii) That to the best of their knowledge and information'' they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act'' 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) That they have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

Information as per section 217(1)(e) read with Companies (Disclosure of Particulars in the report of Board of Directors)

Rules'' 1988 are not applicable to the Company.

There are no transaction involving any foreign exchange earning & outgo.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

As required by the clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange'' a detailed Report on the Corporate Governance'' along with the certificate of Auditor on its compliance'' is attached in this Annual Report elsewhere.

The Company is in full compliance with the requirements and disclosures that have to be made in this regard.

The Management Discussion and Analysis Report are also appearing in this Annual Report elsewhere and both the aforesaid Reports are incorporated as reference herein.

The Board of Directors of the Company adopted a Code of Conduct and posted the same on Web site. The Directors and Senior Management Personnel have affirmed their compliance with the said code.

AUDIT COMMITTEE

The Audit Committee has been constituted by the Company pursuance to section 292(A) of the Companies Act'' 1956 and under Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from the Banks'' Government Authorities'' Suppliers'' Customers and all the local authorities.

Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employee of the company.

On the behalf of the Board of Directors

For Shalimar Productions Limited

Sd/- Sd/-

Pankaj Dave Tilokchand Kothari

Director Director

Place : Mumbai

Date : 29.08.2013

---

Mar 31, 2011

TO THE MEMBERS OF SHALIMAR PRODUCTIONS LIMITED.

The Directors have pleasure in presenting the 26th Annual Report and the Audited Accounts for the year ended on 31st March 2011.

BUSINESS PERFORMANCE:

Current Year Ended Previous Year Ended 31-03-2011 31-03-2010 (Rs.) (Rs.)

Profit for the Year 123,822 119,664

Less: Short/ Excess provision for Tax - -

Deferred Tax (7,641) 251,259

Fringe Benefit Tax - -

Provision for Tax 38,000 26,390

Profit / (Loss) after Tax 93,463 (157,985)

Profit / (Loss) bought from Previous Year 4,438,489 4,596,474

Balance carried to Balance Sheet 4,531,952 4,438,489

PERFORMANCE:

The resources of the Company were optimally utilized to maximize the returns with minimal risk. The proactive and pragmatic approach of the Company has been reflected in the results despite the difficult and turbulent economic conditions prevailing in the country. ,

The company would like to produce more Serials and Albums in other language in near future.

FUTURE OUTLOOK:

Your company has an In house production at Bikaner, Rajasthan and has a comprehensive set - up of Distribution office of Films and Albums.

The Company is more keen to produce regional films and Hindi & Rajasthani albums.

DIVIDEND:

Your Directors do not recommend any dividend for the year ended 31st March, 2011 in view to conserve the resources.

DIRECTORS:

Mr. Pankaj Kumar Daga and Mr. Tilokchand Kothari Directors of the Company retire by rotation and being eligible offers himself for re-appointment.

FIXED DEPOSITS:

The Company did not invite/accept/renew any fixed deposits during the year under review.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the NSDL & CDSL for dematerialization of its Equity Shares. The ISIN No. INE435E01020 has been allotted for the Company. Therefore, the members and / or investors may keep their shareholdings in the electronic mode with their Depository Participant.

PARTICULARS OF EMPLOYEES :

There is no employee covered pursuant to provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. GSR 839(c) dated 25/10/2000.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

Details of Energy, conservation research and development activities undertaken by the Company along with the information in accordance with provisions of Section 217(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in respect of Board of Directors), Rules, 1998 is given in the Annexure.

AUDITORS REPORT:

The observations of the Auditors in their report, read with noted annexed to accounts, are self explanatory and therefore do not call for the any further comment and explanation under section 217(3) of the Companies Act, 1956.

AUDITORS:

M/s Lakhpat M Trivedi & Co., the Auditors retire at the ensuing Annual General Meeting but being eligible offer themselves for reappointed. The Company has received the letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under section 224 (IB) of the Companies Act, 1956. Your Directors recommend reappointment of M/s Lakhpat M Trivedi & Co. as the Auditors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 relating to the Directors Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the Annual Account for the financial year ended 31st March, 2011 the applicable accounting standard have been followed along with proper explanations relating to material departures.

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit or Loss of the Company for the year ended on that date.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the Annual Accounts on a going concern basis.

STATEMENT PURSUANT TO LISTING AGREEMENTS

The company's shares are listed with The Bombay Stock Exchange. Your Company has paid the respective Annual Listing fees up to date and there are no arrears.

ACKNOWLEDGEMENT

The Directors wish to place on records their appreciation of the contributions made by the employees at the all levels, whose continued commitment and dedication helped the Company to achieve better results. The Directors also wish to thank customers, bankers, etc. for their continued support. Finally your Directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us in your Co-operation & never failing support.

For and on behalf of Board of Directors

Sd/-

DIRECTORS

Place: New Delhi

Date: 24.08.2011

---

Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report and the Audited Accounts for the year ended on 31st March 2010.

BUSINESS PERFORMANCE:

Current Year Ended Previous Year Ended 31-03-2010 31-03-2009 (Rs.) (Rs.)

Gross Income 12,071,659 19,957,387

Total Expenditure 11,951,995 19,655,554

Profit for the Year 119,664 301,833

Less: Short/ Excess provision for Tax 24,423

Deferred Tax 251,259 (11,628)

Fringe Benefit Tax 12,878

Provision for Tax 26,390 104,896

Profit / (Loss) after Tax (157,985) 171,264

Profit / (Loss) bought from Previous Year 4,596,474 4,425,210

Balance carried to Balance Sheet 4,438,489 4,596,474

PERFORMANCE :

The resources of the Company were optimally utilized to maximize the returns with minimal risk. The proactive and pragmatic approach of the Company has been reflected in the results despite the difficult and turbulent economic conditions prevailing in the country.

The company would like to produce more Serials and Albums in other language in near future.

FUTURE OUTLOOK :

Your company has an In house production at Bikaner, Rajasthan and has a comprehensive set – up of Distribution office of Films and Albums.

The Company is more keen to produce regional films and Hindi & Rajasthani albums.

DIVIDEND :

Your Directors do not recommend any dividend for the year ended 31st March, 2010 in view to conserve the resources.

DIRECTORS :

Mr. Rajendra Kumar Rathi, Mr. Abhishekh Palaparthy Director of the Company retires by rotation and being eligible offers himself for re-appointment.

The Board at its meeting on 24/08/2010 appointed Mr. Tilokchand Kothari as Additional Director of the Company

FIXED DEPOSITS :

The Company did not invite/accept/renew any fixed deposits during the year under review.

DEMATERIALISATION OF SHARES :

Your Company has connectivity with the NSDL & CDSL for dematerialization of its Equity Shares. The ISIN No. INE435E01020 has been allotted for the Company. Therefore, the members and / or investors may keep their shareholdings in the electronic mode with their Depository Participant.

PARTICULARS OF EMPLOYEES :

There is no employee covered pursuant to provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. GSR 839 (c) dated 25/10/2000.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

Details of Energy, conservation research and development activities undertaken by the Company along with the information in accordance with provisions of Section 217(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in respect of Board of Directors), Rules, 1998 is given in the Annexure.

AUDITORS REPORT :

The observations of the Auditors in their report, read with noted annexed to accounts, are self explanatory and therefore do not call for the any further comment and explanation under section 217(3) of the Companies Act, 1956.

AUDITORS :

M/s Lakhpat M Trivedi & Co., the Auditors retire at the ensuing Annual General Meeting but being eligible offer themselves for reappointed. The Company has received the letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956. Your Directors recommend reappointment of M/s Lakhpat M Trivedi & Co. as the Auditors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 relating to the Directors Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the Annual Account for the financial year ended 31st March, 2010 the applicable accounting standard have been followed along with proper explanations relating to material departures.

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit or Loss of the Company for the year ended on that date.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the Annual Accounts on a going concern basis.

STATEMENT PURSUANT TO LISTING AGREEMENTS

The company's shares are listed with The Bombay Stock Exchange. Your Company has paid the respective Annual Listing fees up to date and there are no arrears.

ACKNOWLEDGEMENT

The Directors wish to place on records their appreciation of the contributions made by the employees at the all levels, whose continued commitment and dedication helped the Company to achieve better results. The Directors also wish to thank customers, bankers, etc. for their continued support. Finally your Directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us in your Co-operation & never failing support.

For and on behalf of Board of Directors

Sd/-

DIRECTORS

Place: New Delhi

Date : 24.08.2010

---

Mar 31, 2009

The Directors have pleasure in presenting the 24th Annual Report and the Audited Accounts for the year ended on 31st March 2009.

BUSINESS PERFORMANCE-

Current Year Ended Previous Year Ended 31-03-2009 31-03-2008 (Rs.) (Rs.)

Gross Income 19,957,387 27,796,200

Total Expenditure 19,655,554 27,578,790

Profit for the Year 301,833 217,410

Less: Short/ Excess provision for Tax 104,896 63,530

Deferred Tax (11,628) 3,650

Fringe Benefit Tax 12,878 23,180

Provision for Tax 24,423 (9,693)

Profit after Tax 171,264 136,743

Profit / (Loss) bought from Previous Year 4,425,210 4,288,467

Balance carried to Balance Sheet 4,596,474 4,425,210

PERFORMANCE:

The resources of the Company were optimally utilized to maximize the returns with minimal risk. The proactive and pragmatic approach of the Company has been reflected in the results despite the difficult and turbulent economic conditions prevailing in the country.

During the year, the Company has traded in Serials and Music Albums. The Directors are very keen in absorbing ample opportunities in the Indian market as well as overseas. The company has produced Music Albums and has completed numerous Rajasthani Albums with all the Albums receiving an overwhelming response. The company would like to produce more Serials and Albums in other language in near future.

FUTURE OUTLOOK:

Your company has an In house production at Bikaner, Rajasthan and has a comprehensive set - up of

Distribution office of Films and Albums.

The Company is more keen to produce regional films and Hindi & Rajasthani albums.

GLOBAL DEPOSITORY RECEIPTS (GDRs):

Your company has received the in-principal approval from the Stock Exchange, Mumbai for issuance of 91 crore equity shares (9.1 million GDRs). The company is in process to complete die GDR in the present financial year. The GDRs would be listed with the Luxembourg Stock Exchange (LSE).

Proceedings of the GDRs will be utilized to set up studios and multiplexes within the country. This will strengthen the companys business operations.

DIVIDEND:

Your Directors do not recommend any dividend for the year ended 31st March, 2009 in view to conserve the resources.

DIRECTORS:

Mr. Tilokchand Kofhari, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

Mr. Abhishek Palaparthy, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

The Board at its meeting on 12/08/2009 appointed Mr. Pankaj Kumar Daga as Additional Director of the Company will hold the office upto the date of forthcoming Annual General Meeting and is eligible for appointment as Director in the Annual General Meeting .

During the year under review, Mr S. Ramanathan and Mr. J. Manoharan have resigned from the Board. The Board appreciates the valuable services offered by them during the tenure.

FIXED DEPOSITS:

The Company did not invite/accept/renew any fixed deposits during the year under review.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the NSDL & CDSL for dematerialization of its Equity Shares. The ISIN No. INE435E01020 has been allotted for the Company. Therefore, the members and / or investors may keep their shareholdings in the electronic mode with their Depository Participant.

PARTICULARS OF EMPLOYEES:

There is no employee covered pursuant to provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. GSR 839 (c) dated 25/10/2000.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

Details of Energy, conservation research and development activities undertaken by the Company along with the information in accordance with provisions of Section 217(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in respect of Board of Directors), Rules, 1998 is given in the Annexure. .

AUDITORS REPORT:

The observations of the Auditors in their report, read with noted annexed to accounts, are self explanatory and therefore do not call for the any further comment and explanation under section 217(3) of the Companies Act, 1956.

AUDITORS:

M/s Dinesh C. Bangar & Co., the Auditors retire at the ensuing Annual General Meeting but being eligible offer themselves for reappointed. The Company has received the letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under section 224 (IB) of I the Companies Act, 1956. Your Directors recommend reappointment of M/s Dinesh C. Bangar & Co. 1 as the Auditors of the Company. 1

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 relating to the Directors Responsibility Statement, it is hereby confirmed that

1) In the preparation of the Annual Account for the financial year ended 31st March, 2009 the applicable accounting standard have been followed along with proper explanations relating to material departures.

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit or Loss of the Company for the year ended on that date.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the Annual Accounts on a going concern basis.

STATEMENT PURSUANT TO LISTING AGREEMENTS

The companys shares are listed with The Bombay Stock Exchange. Your Company has paid the respective Annual Listing fees up to date and there are no arrears.

ACKNOWLEDGEMENT

The Directors wish to place on records their appreciation of the contributions made by the employees at the all levels, whose continued commitment and dedication helped the Company to achieve better results. The Directors also wish to thank customers, bankers, etc. for their continued support. Finally your Directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us in your Co-operation & never failing support

For and on behalf of Board of Directors

Sd/-

DIRECTORS

Place: New Delhi Date: 24.08.2009