The Directors present their 43rd Annual Report along with Audited Statements of
Accounts for the Financial Year ended 31st March, 2024.
FINANCIAL RESULTS
The performance of the Company is as follows:(Amount in Lakhs)
|
Particulars
|
2023-24
|
2022-23
|
|
Income
|
--
|
--
|
|
Expenditure
|
5.20
|
8.61
|
|
Profit before
Tax
|
(5.20)
|
(8.61)
|
|
Current Year
Tax
|
(0.05)
|
(0.04)
|
|
Profit after Tax
|
(5.15)
|
(8.57)
|
COMPANY PERFORMANCE
Your Company posted financial results during the year under review. There were no
Operations during the Financial Year 2023-2024 and incurred Loss Rs. (5.15) Lakhs
as compared to Previous Years Loss of Rs. (8.57) Lakhs.
DIVIDEND
The Company does not have adequate profits for the year under review hence
decided not to declare any dividend.
TRANSFER TO RESERVES
In view of the losses incurred by the Company during the year, the Board of Directors
did not propose to transfer any amount to reserves for the period under review.
FIXED / PUBLIC DEPOSITS
The Company has not accepted any deposits falling within the meaning of Sec. 73, 74
& 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts)
Rules 2014, during the Financial Year under review.
CAPITAL STRUCTURE
During the financial year under review, the capital of the Company has remain
unchanged and the Authorized Share Capital of Company is Rs. 70,00,00,000/-
(7,00,00,000 Equity Shares of Rs.10/- each) and the Paid-Up capital of Company is Rs.
3,00,10,000/- (30,01,000 Equity Shares of Rs. 10/- each).
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL
POSITION OF THE COMPANY
There are no material changes affecting the financial position of the Company
subsequent to the close of the financial year 2024 till the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORY AUTHORITIES/COURTS
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company’s operations in future.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-7 is
available on the Company Website(www.shalimaragencieslimited.com).
AUDIT STATUTORY AUDIT:
The Board of Directors recommends appointment of M/s. JMT & Associates, Chartered
Accountants (Firm Registration No. 104167W) as Statutory Auditors of the Company in
place of M/s. P C N & Associates., Chartered Accountants (FRN: 016016S) who have
tendered their resignation as Statutory Auditors of the Company. The Board of Directors
of the Company at its meeting held on 17th June, 2024 have appointed M/s. JMT &
Associates, Chartered Accountants (Firm Registration No. 104167W), subject to
approval of shareholders at ensuing Annual General Meeting, to hold office from the
conclusion of 43rd Annual General Meeting till the conclusion of 48th Annual General
Meeting.
The Board recommends to the members of the Company approval of appointment of
M/s. JMT & Associates, Chartered Accountants (Firm Registration No. 104167W) as the
Statutory Auditors of the Company.
Your Company has received a letter from M/s. JMT & Associates, Chartered
Accountants (Firm Registration No. 104167W) to the effect that their appointment, if
made, would be under the second and third proviso to Section 139 (1) of the Companies
Act, 2013 and that they are not disqualified within the meaning of Section 141 of the
Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules,
2014.
COST AUDIT
Cost Audit is not applicable to your Company.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed Sarada Putcha, Practicing Company Secretary to conduct
the Secretarial Audit of the Company for the year ended 31st March, 2024.
The Secretarial Audit Report in Form MR 3 is annexed herewith as “Annexure II”
to this report and contains no qualification, reservation or adverse remarks.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
nature of its operations. The scope and authority of the Internal Audit function is defined
by the Audit Committee. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems,
accounting procedures and policies of the Company. Based on the suggestions of
internal audit function, Management undertakes corrective action in their respective
areas and thereby strengthens the controls.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Current policy is to have an appropriate mix of Executive and Independent
Directors to maintain the Independence of the Board, and separate its functions of
Governance and Management. As on date of this report your Board consists of 6
Directors including 3 Executive Director and 3 are Independent Non-Executive
Directors (including a women Director).
The Policy of the Company on Appointment and Remuneration, including criteria for
determining qualifications, positive attributes, independence of directors and other
matters, as required under Section 178 (3) of the Companies Act, 2013 has been
framed by the Company. We affirm that the Remuneration paid to the Directors is as
per terms laid out in the Nomination and Remuneration Policy.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given a declaration that they meet the criteria of
independence as laid down under Section 149 (6) of the Companies Act, 2013 read
with the rules made thereunder and Regulation 16 of SEBI (LODR) Regulations,
2015.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Particulars of Loans, Guarantees and Investments covered under the provisions
of Section 186 of the Companies Act, 2013 are given in the notes to the Financial
Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered by the Company during the
Financial Year with related parties were on an arm’s length basis, in the ordinary
course of business and were in compliance with the applicable provisions of the
Companies Act and SEBI (LODR) Regulations. The prior approval of the Audit
committee was sought for all related party transactions.
During the financial year ended 31st March, 2024, there have been no related party
transactions made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large. The policy on Related Party Transactions as
approved by the Board is uploaded on the Company’s website.
Detailed information about the Related Party Transactions is enclosed in Form AOC
2 as “Annexure III” to this report.
NON - APPLICABILTY OF CORPORATE GOVERNANCE
As per the SEBI Circular CIR/CFD/POLICYCELL/7/2014 dated 15th September,
2014, the Paid-Up Capital of the Company is less than Rs. 10 Crores and Net worth
being less than Rs. 25 Crores, Corporate Governance and its report is Not Applicable
to the Company.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO.
Conservation of Energy:
The Company is monitoring the consumption of energy and is identifying measures
for conservation of energy.
(i) The steps taken by the company for 1 lutilizing the alternate sources of energy -Nil
(ii) The capital investment on energy conservation equipments - Nil
Technology Absorption, adaptation and innovation:-
Indigenous Technology is involved for the manufacturing the products of
the Company. Research and Development (R & D): No research and
Development has been carried out. Foreign exchange earnings: Rs. Nil
Foreign exchange out go: Rs. Nil
RISK MANAGEMENT
The Company has adopted a Risk Management Plan for implementation of Enterprise
Risk Management (ERM) framework. As per the Companies Act, 2013 and SEBI
(Listing Obligation and Disclosure Requirements) Regulations 2015, the Board shall
establish a Risk Management Plan/ Policy and the Risk Management Committee shall
evaluate the Risk Management systems periodically.
In line with this requirement, the Board is responsible for initiating and instituting the
ERM framework and setting the requisite tone at the top for implementation of the
ERM framework. Further, the Board shall be responsible for overseeing measures for
managing risk. The Plan also envisages a key role for the Risk Management
Committee which shall periodically (at least annually) review the adequacy of Risk
Management Systems, recommend improvements if needed, discuss with external
consultants, Internal Auditors to test the adequacy and effectiveness of the Risk
Management System.
Business risk, inter-alia, further includes financial risk, political risk, fidelity risk,
legal risk. As a matter of policy, these risks are assessed and steps as appropriate are
taken to mitigate the same.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions under section 135 of the Companies
Act, 2013 are not applicable to the company. ADEQUACY OF INTERNAL
FINANCIAL CONTROL SYSTEM
The Company has in place adequate internal financial controls commensurate with
the size and needs of the business. These controls ensures the orderly and efficient
conduct of its Business, including adherence to the Company’s policies, identification
of areas of improvement, safeguarding of its assets from unauthorized use, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and timely preparation of reliable financial statements and / or
disclosures.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy framed to deal with instance of Fraud and
Mis- Management, if any in the Group pursuant to the provisions of section 177(9) &
(10) of the Companies Act, 2013 and Regulation 22 & 34 (3) of SEBI (LODR)
Regulations, 2015. The details of the Policy are posted on the website:
www.shalimaragencieslimited.com. Employees can report to the Management
concerned unethical behaviour, act or suspected fraud or violation of the Company’s
Code of Conduct Policy no employee has been denied access to the Audit Committee.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL ACT, 2013
The Company has in place an anti-sexual harassment policy in line with the
requirements of the Sexual Harassment of Women at the work place (Prevention,
Prohibition and Redressal) Act, 2013.All Employees (Permanent, Contractual,
temporary, Trainees) are covered under this policy. There was no case of sexual
harassment reported during the year under review.
BOARD MEETINGS
The Board of Directors duly met 7(Seven) times in the FY 2023-2024 and in respect
of which meetings, proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose.
Board Meetings during the FY 2023-2024:
1 12.05.2023 2 11.08.2023 3 18.09.2023
4 18.10.2023 5 13.11.2023 6 09.02.2024
DIRECTORS AND KEY MANANGERIAL PERSONNEL
During the financial year under review, the following changes occurred in the Board of Directors
Appointment:
1. Mr. Srikonda Anupama (DIN: 10242417) was appointed as Independent Director
of the Company with effect from 18.10.2023.
Post Financial Year of the company
2. Mr. Manoj Sandiliya Telakapalli (DIN: 09630229) and Mrs. Aruna Gamini
Yanamandra was resigned as Whole Time Director and Independent Director of
the Company with effect from 30.04.2024
3. Mr. Babu Edalamapti Purushotham (DIN: 03466935 and Mr. Ravi Kumar Parital
was appointed as Managing Director and CFO of the company with effect from
30.04.2024.
DIRECTORS’ RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the Internal,
Statutory and Secretarial Auditors and the reviews performed by Management and
the relevant Board Committees, including the Audit Committee, the Board is of the
opinion that the Company’s internal financial controls were adequate and effective
during the Financial Year 2023-2024
Accordingly, pursuant to Section 134 (5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
(I) In the preparation of the annual accounts the applicable accounting standards
have been followed along with proper explanation relating to material
departures;
(II) They have, selected such accounting policies as mentioned in the notes to the
financial statements and applied 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 2023-2024 and of the loss of the
Company for that period;
(iii) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities The annual accounts for the year 2023-2024 have been prepared
on a going concern basis.
(iv) They have laid down proper internal financial control to be followed by the
Company and that the internal financial controls were adequate and are operating
effectively.
(v) They have devised proper systems to ensure compliance with the provisions of
all applicable laws was and such systems are adequate and operating effectively.
COMPLIANCE DEPARTMENT:
Details of complaints/ requests received, resolved and pending during the Financial
Year 2023-2024:
|
During the
year
|
Received
|
Resolved
|
Pending
|
|
2023-24
|
Nil
|
Nil
|
Nil
|
The compliance department of the company is responsible for independently ensuring
that the operating and business units comply with regulatory and internal guidelines.
New instructions/guidelines issued by the regulatory authorities were disseminated
across the company to ensure that the business and business units operate within the
boundaries set by the regulators and that compliance risks are suitably monitored and
mitigated in course of their activities & processes.
COMMITTEES
Audit Committee (As on 31-03-2024)
The purpose of the Audit Committee is to assist the Board of Directors in reviewing
the financial information which will be provided to the Members and others,
reviewing the systems of internal controls established in the Company, appointing,
retaining and reviewing the performance of internal accountants/internal auditors and
overseeing the Company’s accounting and financial reporting process and the audit of
the Company’s financial statements.
The power and terms of reference of the Audit Committee are as mentioned in
Regulation 18 and Part C of Schedule II of SEBI (LODR) Regulations, 2015, read
with Section 177 of the Companies Act, 2013.
During the FY 2023-2024, Audit committee met on 4 (Four) times in the FY 2023-2024 on
1 18.05.2023 2 09.08.2023
3 14.11.2023 4 13.02.2024
The Composition is as follows:
|
Name
|
Designation
|
Category
|
|
Mr. Siva Prasad Gorthy
|
Chairman
|
Independent Non Executive
|
|
Ms. Aruna Gamini
Yanamandra
|
Member
|
Independent Non Executive
|
|
Mr. Mayank Puran Chandra
Joshi
|
Member
|
Independent Non Executive
|
Nomination & Remuneration Committee (As on 31-03-2024)
The power and terms of reference of the Nomination and Remuneration Committee
are as mentioned in Regulation 19 and part D of Schedule II of SEBI (LODR)
Regulations, 2015, read with Section178 of the Companies Act,2013
Terms of reference:
The main term of reference of the Committee is to approve the fixation/revision of
remuneration of the Managing Director/Whole Time Director of the Company and
while approving:
To take into account the financial position of the Company, trend in the industry,
appointee’s qualification, experience, past performance, past remuneration etc.
To bring out objectivity in determining the remuneration package while striking
a balance between the interest of the Company and the Shareholders.
Remuneration Policy:
The objectives of the remuneration policy are to motivate Directors to excel in their
performance, recognize their contribution and retain talent in the organization and
reward merit. The remuneration levels are governed by industry pattern, qualifications
and experience of the Directors, responsibilities shouldered, individual performance
etc.
Remuneration to the Managerial Personnel for the financial year 2022-23- Stated in “Annexure
III”
During the FY 2023-2024, the Nomination and Remuneration Committee Meeting was held on
1 18.05.2023 2 09.08.2023
3 14.11.2023 4 13.02.2024
The Composition is as follows:
|
Name
|
Designation
|
Category
|
|
Mr. Siva Prasad Gorthy
|
Chairman
|
Independent Non-Executive
|
|
Ms. Aruna Gamini
Yanamandra
|
Member
|
Independent Non-Executive
|
|
Mr. Mayank Puran Chandra
Joshi
|
Member
|
Independent Non-Executive
|
Stakeholders Relationship Committee (As on 31-03-2024) The Powers of the Committee
are as follows:
The power and terms of reference of the Stakeholders Relationship Committee are
as mentioned in Regulation 20 and part D of Schedule II of SEBI (LODR)
Regulations, 2015.
The Committee has been delegated with the following powers:
To redress shareholder and investor complaints relating to transmission of Shares,
Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared
dividend and other allied complaints etc.
To approve, transmission, and issue of duplicate / fresh share certificate(s)Consolidate and sub¬
division of share certificates etc.
To redress, approve and dispose off any, other complaints, transactions and requests
etc., received from any shareholder of the company and investor in general.
The Board has delegated the power to process the transmission of Shares to the
Registrar and Share Transfer Agents of the Company; Aarthi Consultants Pvt.
Ltd.,1-2-285, Domalguda, Hyderabad - 500 029.Ph : 040 - 27642217, 27638111 Fax
: 040 - 27632184
The Company has designated an exclusive E-mail ID
shalimaragenciesltd@gmail.com for Complaints / Grievances.
During the FY 2023-2024, 4 meeting(s) of the Stakeholders Relationship Committee Meeting on
1 18.05.2023 2 09.08.2023
3 14.11.2023 4 13.02.2024
The Composition is as follows
|
Name
|
Designation
|
Category
|
|
Mr. Siva Prasad Gorthy
|
Chairman
|
Independent Non Executive
|
|
Ms. Aruna Gamini
Yanamandra
|
Member
|
Independent Non Executive
|
|
Mr. Manoj Sandilya
Telakapalli
|
Member
|
Director
|
Declaration from Independent Directors on Annual Basis:
FY2023-2024-The Company has received a declaration from Mr. Siva Prasad
Gorthy, Ms. Aruna Gamini Yanamandra and Mr. Mayank Puran Chandra Joshi and
Mr. Srikonda Anupama - Independent Non-Executive Directors of the Company to
the effect that they are meeting the criteria of independence as provided in Sub-section
(6) of Section 149 of the Companies Act, 2013.
The Composition is as follows:
|
Name
|
Designation
|
Category
|
|
Mr. Siva Prasad Gorthy
|
Chairman
|
Independent Non-Executive
|
|
Ms. Aruna Gamini Yanamandra
|
Member
|
Independent Non-Executive
|
|
Mr. Mayank Puran Chandra
|
Member
|
Independent Non-Executive
|
|
Joshi
|
|
|
DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR
MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT
The Company do hereby declare that the directors and senior management of the
Company have exercised their authority and powers and discharged their duties and
functions in accordance with the requirements of the code of conduct as prescribed
by the company and have adhered to the provisions of the same.
Update on Open Offer:
a) Spice Lounge LLP, b) Mohan Babu Karjela,c) Venugopal Naidu Kongarla
Venkatesh
have entered into an Share Purchase Agreement (SPA) with the Promoter of the
Company and the Company on 07.05.2024
The Board in their meeting held on 07.05.2024 and the members of the company in
their meeting held on 03.06.2024 has approved Issuance of 6,67,11,260 Equity Shares
of the Company on a Preferential Basis for consideration other than cash wherein the
company is purchasing 201000 shares of Teksoft Systems INC, 5000000 shares of
Chicken Wild Wings Private Limited and 12000000 shares of Mirchi Wild Wings
Private Limited in lieu of issuance of 6,67,11,260 Equity Shares of the Shalimar
Agencies Limitedby way of swap of shares in accordance with Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018 (“SEBI ICDR Regulations”) and other applicable laws.
The Board in their meeting held on 09th Aug, 2024 has allotted 6,67,11,260 Equity
Shares of the Company on a Preferential Basis for consideration other than cash
through share swap as follows:
I. SAGL has acquired 2,01,000 shares of Teksoft Systems INC and in consideration
has allotted 3,00,01,260 equity shares of the Company to the allottees BlueSky
Capital Fund SPC (1,20,00,504 shares), Siraj Holding LLC (1,20,00,504 shares),
Venugopal Naidu Kongarla Venkatesh (60,00,252 shares) who are the shareholders
of Teksoft Systems INC.
II. SAGL has acquired 50,00,000 Equity Shares of Chicken Wild Wings Private
Limited and in consideration has allotted 2,67,50,000 Equity Shares of the Company
to the allottees Mohan Babu Karjela (2,67,22,715 shares) and Venugopal Naidu
Kongarla Venkatesh (27,285 shares) who are the shareholders of Chicken Wild
Wings Private Limited.
III. SAGL has acquired 1,20,00,000 Equity Shares of Mirchi Wild Wings Private
Limitedand in consideration has allotted 99,60,000 Equity Shares of the Company to
the allottee M Kitchens Private Limited who is the shareholder of Mirchi Wild Wings
Private Limited.
By virtue of above allotment by swap share: Chicken Wild Wings Private Limited,
Mirchi Wild Wings Private Limited, and Teksoft Systems Inc have become the
wholly owned subsidiaries of the company Shalimar Agencies Limited.
Pursuant, to which the acquirers have triggered the obligation to make an Open Offer
in terms of Regulation 3(1) and 4 of the SEBI SAST Regulations to the Shareholders
of the target Company. The Company has obtained in-principle approval of BSE
Limited for the above proposed preferential allotment and is in the process of
obtaining listing and trading approval.
Approval of SEBI is awaited for the open offer triggered above.
ACKNOWLEDGMENT
Your Directors place on record their appreciation for the valuable support extended by various
departments viz., Central and State Governments, Stock Exchanges, SEBI, NSDL, CDSL,
RTA, Banks, Auditors and other Regulatory Bodies etc for their continued support to the Company’s
growth.
The Directors record their special appreciation to all employees for their efforts and contribution
towards the growth and achieving this performance.
Your Directors also wish to express their thanks to the Shareholders for the confidence which they
reposed in them.
Place: Hyderabad For and on Behalf of the Board
Date: 02-09-2024 SHALIMAR AGENCIES LIMITED
Sd/-
Babu Edalamapti Purushotham Telakapalli
Managing Director
(DIN: 03466935)
|