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WhatsInsIde
CORPORATE OVERVIEW
Corporate Information...................................................................................................................
Board of Directors.........................................................................................................................
10
STATUTORY REPORTS
Management Discussion and Analysis .........................................................................................
13
22
41
FINANCIAL
Standalone Financial Statements .................................................................................................
59
88
CORPORATE
INFORMATION
BOARD OF DIRECTORS
STATUTORY AUDITORS
M/s. M. K. Dandeker & Co.
INTERNAL AUDITORS
M/s. Mahajan & Aibara
SECRETARIAL AUDITORS
M/s. Manish Ghia & Associates
BANKERS
Bank of India
The Shamroa Vithal Co-op. Bank Limited
N.K.G.S.B. Co-op. Bank Limited
Export Import Bank of India
HDFC Bank Limited
Deutsche Bank A.G.
REGISTERED OFFICE
Shemaroo House, Plot No. 18,
Marol Co-Op. Indl. Estate, Off Andheri-Kurla Road,
Andheri (East), Mumbai -400 059
CA Reeta Shah
DIN: 07141304
Independent Women Director
WEBSITE
http://www.shemarooent.com/
OUR IDENTITY
Who are we?
What do we do?
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OUR JOURNEY
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On
media
completion of Phase
This year has been also our most profitable year as post-tax
digitization
which
represent
larger
mn. This was primarily due to more than 50% year on year
geographical
the
traditional
front,
we
spread
going forward. Whats more, our TVs too are now connected
developments
in us.
in
technology
are
accelerating
video
endeavours.
Warm Wishes
Raman Maroo
8/14/15 3:08 PM
OUR EDGE
De-risked Business Model
media visibility
consumers
Types of Content
Perpetual
Titles
Limited
Ownership
Titles
Total
Number
of Titles
1.
Hindi films
366
1336
1702
2.
Regional Titles
373
750
1123
3.
Special Interest
Content
42
144
186
TOTAL
781
2230
3011
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INDUSTRY TAILWINDS
Broadband Infrastructure
Digitization
videos
government
Technology
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FINANCIAL HIGHLIGHTS
EBITDA (INR mn) and EBITDA Margin
%C
20
3000
2250
1200
3,247
R
AG
2,654
900
30.0%
27.6%
881
27.2%
2,161
1,871
600
516
658 27.1%
587
27.5%
1500
25.0%
24.8%
300
750
0
0
FY12
FY13
FY14
22.5%
FY12
FY15
FY13
EBITDA
22.0%
21.02%
2250
1500
20.5%
19.92%
1261
19.67%
1745
18.85%
1484
0
NETWORTH
17.35
409
FY14
ROCE
FY15
400
20
16
13.68
11.87
19.0%
16.0%
FY13
500
300
17.5%
750
FY12
MARGIN
3174
3000
FY15
FY14
10.86
206
272
12
235
200
100
0
FY12
FY13
PAT
FY14
FY15
EPS
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BOARD OF DIRECTORS
Mr. Buddhichand Maroo, the Chairman, is also the
Mr. Hiren Gada, the Whole Time Director & CFO, has been
associated with the Media and Entertainment Industry for
Mr.
Jai
Maroo,
the
Non-executive
Director, has
8/14/15 3:08 PM
10
BUSINESS OVERVIEW
a. Shemaroos role in a movie life cycle:
b. Business Model:
Distribution (Monetization Platforms):
New Media:
over the last few years with rising mobile and internet
In-House Creation
Perpetual Rights
Complete ownership rights for distribution across all
geographies, platforms and perpetual periods
Aggregate Rights
Rights limited by either period of usage, platforms,
geography or a combination thereof
Content Library
Hindi Films, Regional Content, Music, Special Interest Category, New media focussed Content, Other Content
New Media
Mobile, Internet, Other Platforms
Traditional Media
Broadcast Syndication: Satellite, Terrestrial, Cable
Home Video: VCD, DVD, Blu-Ray
Others: Inflight, Overseas etc.
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11
Traditional Media:
each of last five years. Over the last five years, we have
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12
Mar-15
Dec-14
Sep-14
Jun-14
Mar-14
Dec-13
Sep-13
Jun-13
Mar-13
Dec-12
Sep-12
Jun-12
Mar-12
Dec-11
Sep-11
Jun-11
Mar-11
Dec-10
Sep-10
Jun-10
Mar-10
Dec-09
Sep-09
0.0
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13
MANAGEMENT
DISCUSSION & ANALYSIS
Global Economy Overview:
remains subdued.
the European Union (EU) and low oil prices. The country
is expected to enter recession in 2015. Weak growth is
growth to slow-down.
increasing
business
foreign
investments,
booming
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14
Business Wire)
Indian economy.
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15
than 30%.
cable and DTH, and created the need for these companies
2014
Growth
in 2014
over
2013
2015P
2016P
2017P
2018P
2019P
CAGR
(20142019P)
2008
2009
2010
2011
2012
2013
TV
241.0
257.0
297.0
329.0
370.1
417.2
474.9
13.8%
543.2
631.2
739.6
854.6
975.5
15.5%
172.0
175.2
192.9
208.8
224.1
243.1
263.4
8.3%
284.5
307.1
331.9
358.0
386.8
8.0%
Films
104.4
89.3
83.3
92.9
112.4
125.3
126.4
0.9%
136.3
155.6
170.7
186.3
204.0
10.0%
Radio
8.4
8.3
10.0
11.5
12.7
14.6
17.2
17.6%
19.6
22.3
27.0
32.7
39.5
18.1%
Music
7.4
7.8
8.6
9.0
10.6
9.6
9.8
2.3%
10.4
12.0
14.2
16.9
18.9
14.0%
OOH
16.1
13.7
16.5
17.8
18.2
19.3
22.0
14.0%
24.4
27.1
29.6
32.2
35.1
9.8%
17.5
20.1
23.7
31.0
35.3
39.7
44.9
13.1%
51.0
58.7
68.5
80.6
95.5
16.3%
Gaming
7.0
8.0
10.0
13.0
15.3
19.2
23.5
22.4%
27.5
31.8
35.4
40.0
45.8
14.3%
Digital Advertising
6.0
8.0
10.0
15.4
21.7
30.1
43.5
44.5%
62.5
84.0
115.3
138.2
162.5
30.2%
Total
580
587
652
728
821
918
1,026
11.7%
1159
1330
1532
1740
1964
13.9%
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16
Traditional Media:
16% for the next few years. This growth rate is expected
advertising revenue.
Phase
Non-digitised subs
(million)
Phase I
12-Jun
12.0
1.0
Phase II
13-Mar
22.0
1.0
>95%
Phase III
15-Dec
32.0
14.0
~50%
Phase IV
16-Dec
73.0
54.0
~25%
139.0
70.0
~50%
Total
Source: KPMG in India analysis, Industry discussions conducted by KPMG in India * Excluding DD Free Dish
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17
In the long run, the content owners would benefit from the
Advertising Spending:
women love Indian movies and its stars. Whats more, even
Regulatory Concerns:
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18
New Media:
Internet in India:
The Internet in India took more than a decade to move from
independent
regional
India has the third largest Internet user base in the world
music
channels
and
several
2015 Outlook:
In 2015, advertising across media by e-commerce
companies is expected to grow by 40%, backed by huge
Internet
penetration
(%)
India
Brazil
China Russia
USA
UK
Japan
19%
53%
46%
87%
90%
86%
60%
Improving
quality of
curated online
content
Increasing
investments by
Telco operators
in data
infrastructure
Push for
favourable
regulations
from industry
bodies
Increase in
mobile screen
sizes and quality
of display
Falling handset
prices
Growing middle
class population
8/14/15 3:08 PM
19
Digital Video:
2014(E)2019(P)
500
435
400
369
299
300
Millions
249
188
200
116
100
0
2014 (E) 2014 (E) 2014 (E) 2014 (E) 2014 (E) 2014 (E)
(Source: FICCI-KPMG, Indian M&E Industry Report 2015.Page: 98)
8/14/15 3:08 PM
20
0.5%, Others
29%, Tablets
3%, Email
30%, Search
70%, Mobile
18%,Social
Media
14%, Mobile
23%, Display
Future Outlook:
channels.
8/14/15 3:08 PM
21
platform, etc.
content owners.
8/14/15 3:08 PM
22
Directors Report
Dear Members,
Your Directors take pleasure in submitting their 10th Annual Report on the business and operations of your Company together
ith the
ite Financial cco nt for the financial ear en e
arch
(` In Lacs)
Income:
Sales & Services
Other Income
Total Income
Direct Operational Expenses
Chan e in in entorie of fini he oo
m lo ee enefit e en e
Financial Costs
Depreciation and amortization expense
Other expenses
Total expenditure
Profit Before Taxation
Ta
en e
C rrent Ta
ncome Ta
Wealth Ta
Ta in re ect of earlier ear
Deferre Ta
Profit After Taxation
or in ro re
an
Current year
2014-2015
Previous year
2013-2014
126
32,471
26,407
toc in Tra e
296
26,068
6,403
21,978
4,430
1
27
1
11
4,181
2,785
r ant to ection
rea
ith
le of the Com anie
cco nt
le
a tatement containin the alient
feat re of the financial o ition of the
i iarie a ociate
com an in Form OC for the financial ear en e
arch
i ro i e n er Con oli ate Financial tatement
of the Company.
r ant to Cla e
of the i tin
reement the Com an
has also formulated a Policy for determining material
subsidiaries which is uploaded on the website of the Company
i.e.http://www.shemarooent.com/?p=Code_of_Conduct.
Consolidated Financials
The con oli ate financial tatement
re ente
the
Company are prepared in compliance with applicable
ro i ion of the Com anie ct
cco ntin tan ar
and Listing Agreement as prescribed by the Securities and
chan e oar of n ia
The con oli ate financial
statements have been prepared on the basis of audited
financial tatement of the Com an it
i iar an
a ociate com anie a a ro e
their re ecti e oar
of Directors.
nn al
ion an
e ort
e
nal
i form
art
imite
chan e
ha
March 31,
2015
et
e rocee
et off
e
en e
e
e
en e ai
to
Net proceeds from IPO
Amount utilised (to fund working capital
re irement
Funds to be utilised (remain invested in mutual
f n
c rrent acco nt an ca h cre it acco nt
r ant to Cla e
of the i tin
reement there are
no ariation et een the ro ecte
tili ation of f n an
or ro ecte
rofita ilit tatement ma e in ro ect
an
the act al tili ation of f n an
or act al rofita ilit an
r ant to Cla e
of the i tin
reement there are no
material deviations in the use of proceeds of Public Issue from
the objects stated in the offer document.
Dividend
a e on the Com an
erformance the Director are
lea e to recommen for a ro al of the mem er a final
dividend of `
ee One an t ent ai a onl
er f ll
ai
e it hare of `
each i e
of the ai
Or inar meetin
ate
a
re a ointe
r a e h are h
r a an i amania
r nane h
ala
r
irit ala an
r
ha hi har inha a
n e en ent Director of the Com an
ho e term of
office hall not e
ect to retirement
rotation for a
term of fi e ear
to a
ii)
Resignation:
r a e h are h ho a an n e en ent Director on
the oar ha re i ne
ith effect from arch
e to time con traint an other re occ ancie
e
served as an Independent Director approximately for a
erio of
ear The oar
lace on recor it ee
nn al
e ort
Public Deposits
1.
2.
Credit Rating
D rin the ear n er re ie the ratin a encie re affirme
i
e the elo ratin to the Com an
Nature of Instrument
on Term an Facilit
on Term an Facilit
Rating
C
C
ta le
in le
the Director ha e ta en ro er an
fficient care to the
best of their knowledge and ability for the maintenance
of adequate accounting records in accordance with the
ro i ion of the Com anie ct
for afe ar in
the assets of the Company and for preventing and
detecting fraud and other irregularities;
in
Statutory Auditors:
n accor ance
oe not contain an
er e remar an form
Secretarial Auditors:
ani h hia &
ociate
racticin Com an
ecretar
em er hi no FC
an Certificate
of ractice no
ha con cte
ecretarial
it
r ant to the ro i ion of ection
of the Com anie
ct
for the financial ear
ani h
hia &
ociate ha
mitte the e ort confirmin
compliance with the applicable provisions of Companies
ct
an other r le an re lation i
e
an other re lator a thoritie There a no
alification re er ation or a er e remar ma e
the Practicing Company Secretary in their report.
c of the
on i ilit
Annual Return
Pursuant to the provisions of Section 92 read with Rule 12
of the Com anie
ana ement an
mini tration
le
the e tract of nn al et rn i i en in nne re
which forms part of Annual Report.
Contracts / Arrangements with Related Parties
All contracts and arrangements with related parties under
ection
of the ct entere
the Com an
rin the
financial ear ere in the or inar co r e of
ine an on
an arm len th a i
o aterial elate art Tran action
ere entere
rin the ear
o r Com an
ccor in l
the i clo re of elate
art Tran action to e ro i e
n er ection
h of the Com anie ct
in Form
OC
i not a lica le
ll elate
art Tran action are lace
efore the
it
Committee for approval. An omnibus approval of the Audit
Committee is obtained for related party transactions which
are re etiti e in nat re The
it Committee re ie
all
tran action entere into r ant to the omni
a ro al
so granted on a quarterly basis.
The olic on elate
art Tran action a a ro e
the Board is uploaded on the Companys website and can
e acce e at the We lin http://www.shemarooent.
com/?p=Code_of_Conduct.
Particulars of Loans Guarantees or Investments made
under section 186 of the Companies Act 2013
Detail of oan
arantee or n e tment ma e n er
ection
of the Com anie ct
rea
ith Cla e
of the i tin
reement are a follo
26
A. Loans given
(` in lacs)
Sr.
Particulars
1. Wholly Owned Subsidiary
2.
nter Cor orate De o it Other
2014-15
260.76
2013-14
ote
ll loan i en to nrelate cor orate entitie other at
an interest ran in from
to
2. All loans are short term in nature.
ll the loan are ro i e for
ine
r o e of
re ecti e entitie re a a le on eman ith re a ment
option to the borrower.
B. Investments made
There are no in e tment
the Com an other than
those stated under Note 2.11 in the Financial Statements.
C. Guarantees given
There are no arantee i en rin the ear
D. Securities given
There are no ec ritie i en rin the ear
Whistle Blower Policy / Vigil Mechanism
o r Com an ha a o te Whi tle lo er olic
i il
echani m to com l
ith the re lator re irement an
to provide a framework to promote responsible and secure
hi tle lo in Thi
olic hel
to rotect em lo ee
wishing to raise a concern about serious irregularities within the
Com an Thi mechani m ro i e for a e ate afe ar
against victimization of persons who use such mechanism.
The olic on Whi tle lo er olic
i il echani m a
approved by the Board is placed on the companys website
http://www.shemarooent.com/?p=Code_of_Conduct.
Composition of an Audit Committee
Your Company has originally constituted Audit Committee
at the oar meetin hel on
t
it
Committee F rther it a re con tit te
the oar at it
meetin hel on a
The
Nature of Directorship
Independent Director
Independent Director
Executive Director
nn al
Conservation of Energy
o r Com an
ein a er ice ro i er re ire minimal
energy consumption and every endeavour is made
to en re o timal
e of ener
a oi
a ta e an
conserve energy as far as possible.
The o eration of the Com an are not ener inten i e
The Com an con tantl e al ate an in e t in ne
technology to make its infrastructure more energy
efficient an al o n er co t re ction Follo in ener
conservation measures were taken during the year under
re ie
27
re lacin t
e li ht
ith
3.
e ort
Technology Absorption
The ector in hich the Com an i en a e
oe not
involve any specialized or innovative use of technology.
The Com an
technolo ical initiati e are mainl
e
in Studio functions of the Company which uses latest state
of art technolo
The Com an i an e ta li he Filme
ntertainment Content o e an con i erin o r
ine there i limite co e of technolo a or tion
a a tation an inno ation
o e er the Com an
believes that only progressive research and development
will help to measure up to future challenges and
o ort nitie D rin the ear n er re ie e en it re
on re earch an e elo ment i not i nificant in relation
to the nature size of operations of your Company.
Acknowledgement
Your Directors take this opportunity to express their
sincere appreciation for the continued assistance and
co o eration recei e from c tomer
harehol er
lier
an er
ine
artner
a ociate
financial in tit tion an Central an
tate o ernment
re lator a thoritie i the ini tr of nformation &
roa ca tin
ini tr of Cor orate ffair
e er e an
of n ia ec ritie an
chan e oar of n ia toc
chan e De o itorie an other ta ehol er for their
consistent support and encouragement to the Company.
Your Directors recognize and appreciate the hard work
and commitment of all the employees of the Company
an it
i iarie Their e ication an com etence
has ensured that the Company continues to remain in the
forefront of e ia an
ntertainment
ine
For and on behalf of the Board of Directors
Raman Maroo
(DIN: 00169152)
Managing Director
Mumbai
July 30, 2015
Atul Maru
(DIN: 00169264)
Jt. Managing Director
nn al
e ort
29
arch
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I.
CIN
b.
Registration Date
Decem er
c.
d.
Cate or
Company
e.
re
of the
contact details
f.
g.
Cate or of the
e i tere
lic Com an
office an
imite
hare
hemaroo o e lot o
arol Co o n
trial tate
n heri
rla oa
n heri
m ai
Tel no
Fa
Yes
ame
re an Contact etail of
e i trar an Tran fer ent if an
m ai
ine
tin
ri ate t
t a l
nite
lain
CIN / GLN
Holding /
% of
Applicable section
Subsidiary shares of Companies Act,
/ Associate held
2013
NA
Subsidiary
100.00
ii
NA
Subsidiary
100.00
ii
Subsidiary
100.00
ii
TC
Sr.
No.
Off
CIN / GLN
e ia ri ate imite
Com le
ahe a
in
oa
ala We t
Holding /
% of
Applicable section
Subsidiary shares of Companies Act,
/ Associate held
2013
TC
Associate
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):
i.
Cate or
i e harehol in
Category of
Shareholders
A.
a.
b.
c.
d.
e.
f.
a.
b.
c.
d.
e.
B.
a.
b.
c.
d.
e.
f.
g.
h.
i.
Physical
Promoters
Indian
n i i al F
Central o t
tate o t
Bodies Corp.
an F
Any other
total
Foreign
n i i al
Other n i i al
Bodies Corp.
an F
Any other
total
Total harehol in
of Promoter
% of Total
Shares
Demat
Physical
Total
% of Total
Share
% Change
during
the year
6.22
6.71
Public Shareholding
Institutions
t al F n
an F
Central o t
tate o t
ent re Ca ital F n
Insurance Companies
FIIs
Forei n ent re
Capital Funds
Other
ecif
total
a.
Total
on n tit tion
Bodies Corp.
i n ian
ii O er ea
101272
101272
2.1
nn al
Category of
Shareholders
b.
Physical
Total
% of Total
Shares
Demat
Physical
Individuals
i n i i al
shareholders
holding nominal
share capital upto
` 1 lacs
ii n i i al
shareholders
holding nominal
share capital in
excess of `1 lacs
Others
c.
e ort
Total
% of Total
Share
% Change
during
the year
1.01
1.01
101272
i Clearin em er
ii Office earer
iii Foreign Portfolio
Investor
Cor orate
i Non Residents
n ian
Director
Relatives
i Tr t
1.69
101272
101272
1.06
0.19
total
Total Public
Shareholding (B)=(B)
(1)+(B)(2)
Shares held by
C to ian for D &
ADRs
Grand Total (A+B+C)
C.
17518312
2330592
19848904
100
26878430
303809
27182239
100
100
Shareholders
Name
1
2
hichan
aroo
aman aroo
t l ar
iren a a
ai aroo
Technolo an
e ia
ro
te imite
TOTAL
% of total
Shares
of the
Company
% of Shares
Pledged/ encumbered to
total shares
6.22
0
0
0
0
0
0
17891920
90.14
een il te
0
rin the ear
17891920
e to nitial
%
change
in share
% of total % of Shares
holding
Shares
Pledged /
during
of the
encumbered
the year
Company
to total
shares
0
17.69
0
17.69
0
0
0
6.71
65.82
lic Offer
(24.32)
1
2
Name
hichan
aroo
aman aroo
t l ar
iren a a
ai aroo
Technolo an
e ia
ro
te imite
Date for
Increase /
Decrease
Reason
Cumulative Shareholding
during the year
% of total
No. of
shares of the
shares
Company
17.69
17.69
6.22
6.71
een il te
e to nitial
lic Offer
iv. Shareholding pattern of top ten shareholders (other than directors, promoters and holders of GDRS and ADRS):
Sr.
No.
CO T
0.0000
Cumulative Shareholding
during the year
No. of shares
% of total
shares of the
company
0
0.0000
6.7691
T D
DFC
C F
0
2340000
8.6086
0.0000
D
0.0000
7.0796
6.1722
1036540
3.8133
nn al
Sr.
No.
10
T T
T
T CO O T O
T D
At the beginning of the year
ar et
rcha e
ar et
rcha e
ar et
rcha e
At the end of the year
C DT
O
T D
At the beginning of the year
ar et
rcha e
ar et
rcha e
ar et
rcha e
At the end of the year
O C
T TD
At the beginning of the year
ar et
rcha e
At the end of the year
T
F D
At the beginning of the year
ar et
rcha e
At the end of the year
F T
T
CO
T
At the beginning of the year
ar et rcha e
ar et ell
At the end of the year
At the beginning of the year
ar et
rcha e
At the end of the year
D
OT
T TD
At the beginning of the year
At the end of the year
D
At the beginning of the year
At the end of the year
O enin
alance i
a allotte hare in the nitial
lic Offerin
The ercenta e of the harehol in ha een il te
rin the ear
0.0000
e ort
Cumulative Shareholding
during the year
No. of shares
% of total
shares of the
company
0
0.0000
1.0969
0.0000
300000
1.1037
0.0000
92000
0.6696
0
260000
0.0000
0.0000
0.9197
274000
1.0080
0
260000
260000
0.0000
0.0000
0.9197
0.9197
0.9565
250000
T D
0
F
0.0000
0
200000
O
e to nitial
0.0000
lic Offer
0.0000
204405
0.7520
0
200000
200000
0.0000
166856
0.6138
153308
0.5640
0.7358
v.
Sr.
No.
Name
hichan
aroo
aman aroo
t l ar
iren a a
ai aroo
6
a an i amania
7
emant arani
etan ar
9
ino arani
10
ara hchan
a a
11 Bipin Dharod
Reason
Cumulative Shareholding
during the year
No. of
% of total
shares
shares of
the Company
1
2
17.69
17.69
6.22
0.26
0.17
0.21
0.19
een il te
0.12
rin the ear
e to nitial
lic Offer
INDEBTEDNESS:
n e te ne
in intere t o t tan in
accr e
t not
Secured Loans
(excluding deposits)
on
e for a ment
Unsecured
Loans
Deposits
(` in lacs)
Total
Indebtedness
on
17.69
17.69
nn al
e ort
Particulars of Remuneration
ro
a
Atul Maru
Total
Amount
Hiren Gada
alar
(` in lacs)
n er ection
of
1.20
ncome ta
0.17
42.19
`
lac
calc late a
0.17
42.19
ein
er ection
0.17
32.19
of
116.57
nane h ala
irit ala
a an i amania
Shashidhar Sinha
a e h are h
eeta hah
TOTAL (1)
2.
Commission
Others
Total
`
-
`40,000
Commission
Others
Total
`40,000
Non-Executive Director:
Name of Director
hichan
ai aroo
TOT
Total
aroo
Note
of
et
eci e to initiate a ment of ittin fee to the irector for atten in the meetin
ala an
irit
ala
er
of the oar
`
`
`
`
ection
onl
of the
o t li tin of the
of the oar
alar
Stock Option
arani
17.31
ara hchan
a a
18.51
Bipin Dharod
16.08
Ankit Singh
30.18
mita aroo
23.02
ranti a a
an i aroo
188.46
Total
(` in lacs)
4.63
22.52
etan ar
TOTAL
31.69
ino
0.26
24.52
emant arani
Other lea e
specify
Commission
Sweat Equity
rofit in lie of
salary under section
ncome ta ct
1961
al e of er i ite
of the
ncome ta ct
Salary as per
provisions contained
in ection
of
the ncome ta ct
1961
ro
Particulars of
Remuneration
Sr.
No.
nn al
e ort
Name of Director
hichan
aroo
Chairman & on
ec ti e Director
aman aroo
ana in Director
t l ar
oint ana in Director
iren a a
Whole Time Director & Chief Financial Officer
ai aroo
on
ec ti e Director
nane h ala
Independent Director
irit ala
Independent Director
a an i amania
Independent Director
a e h are h
Independent Director
Shashidhar Sinha
Independent Director
Reeta Shah
Independent Director
Ankit Singh
Com an ecretar & Com liance Officer
6
7
9
10
11
12
o rem neration a ai to on
ointe a Director e f arch
Total
% increase in
Ratio of remuneration
Remuneration
Remuneration
of each Director to
for financial year in the Financial Year median remuneration of
2014-15 ^
2014-15 ^
employees ^
Nil
Nil
Nil
0.19 %
0.19 %
0.22 %
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Not Applicable
ointment
B. The median remuneration of employees of the Company during the financial year was `3,09,238
C. The percentage increase in the median remuneration of Employees for the financial year was 10.43%.
D. There were 340 permanent employees on the rolls of Company as on March 31, 2015
E. Relationship between average increase in remuneration and Companys performance:
The rofit efore Ta for the financial ear en e
arch
increa e
herea the increa e in me ian
rem neration a
The a era e increa e in me ian rem neration a in line ith the erformance of the Com an
o r Com an offer com etiti e com en ation to it em lo ee The a al o incor orate e ternal factor li e co t of
living to maintain concurrence with the environment. Your Company maintains a simple compensation structure which
allo the em lo ee to ha e e i ilit in the a in hich the reali e their alarie The a for an em lo ee e en on
hi her erformance a ain t the o ecti e et for the ear
F.
Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:
The rem neration of e
ana erial er onnel increa e
from `
lac in
to `
lac in
herea the rofit efore Ta increa e
to `
ac in
com are to `
ac in
*During the financial year 2013-14, remuneration paid to Ms. Kranti Gada was only for part of the year. Hence, same is not been considered while calculating
percentage increase in remuneration of KMP.
rice earnin
As on 31 March, 2015
Price Earnings Ratio
ar et Ca itali ation ` Cr
hare ha e een li te on
an
re io
As on 31 March, 2014
`
e f Octo er
Comparison of share price at the time of last public offer and market price of the share on March 31, 2015:
ar et rice a on arch
e rice of hare in the initial
lic offer
O in
increa e of ar et rice o er the rice at the time of initial
Clo in mar et rice a at the clo e of mar et ho r on
imite
De i nate
`
`170
lic offer
toc
H. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company:
(` in lacs)
Sr.
No.
1
2
6
7
9
10
11
12
Name of KMPs
aman aroo
t l ar
iren a a
ara hchan
a a
Ankit Singh
ino
arani
emant arani
Bipin Dharod
etan ar
mita aroo
an i aroo
ranti a a
0.006
0.001
0.007
0.001
0.006
era e ercenta e increa e ma e in the alarie of em lo ee other than the mana erial er onnel in the la t financial
ear i e
a
herea the increa e in the mana erial rem neration for the ame financial ear a
The increa e in rem neration of em lo ee i
a e on the rem neration olic of the com an
hich re ar
each
em lo ee ifferentl a e on their contri tion to ar the cce of the com an in
tr tren
their ta ilit etc an
ensures that the market competitiveness and competence of the Company is preserved.
*During the financial year 2013-14, remuneration paid to Ms. Kranti Gada was only for part of the year. Hence, same is not been considered while calculating
percentage increase in remuneration of KMP.
J.
Key parameters for the variable component of remuneration paid to the Directors:
The e arameter for the aria le com onent of rem neration to the Director are eci e
the oar of Director
based on recommendations of the Nomination and Remuneration Committee in accordance with the principles laid down in
the Nomination and Remuneration Policy.
D rin the financial ear n er re ie
Directors.
K. No employee of the Company was paid remuneration in excess of the highest paid Director.
L.
Affirmation:
r ant to
le
ii of the Com anie
ointment an
em neration of ana erial er onnel
le
i affirme that the rem neration ai to the Director
e
ana erial er onnel an enior mana ement i a
Remuneration Policy of your Company.
it
er the
nn al
e ort
Committee
`
`
ac
ac
`
ac
` 17.17 Lacs
As detailed in Annexure 1
We hereby declare that the implementation and monitoring of CSR policy is in compliance with the CSR objectives and policy
of your Company.
Raman Maroo
(DIN: 00169152)
Managing Director
July 30, 2015
Atul Maru
(DIN: 00169264)
Chairman CSR Committee
& Jt. Managing Director
Promoting
e cation
including
special education
and vocation
skills.
Community
De elo ment
Rural
Tran formation &
Protection of
nat ral herita e
art & culture
m ai
ahara htra
elatt r Tamil
a
Promoting
ealthcare &
iene an
Sanitation
Sector in which
the project is
covered
m ai
ahara htra
Songadh
a ra htra
an a i
tch
arat
m ai
ahara htra
h
ho a
tch
arat
Projects or
programs
1. Local Area or
other
2. Specify the
state where
project was
undertaken
Amount
outlay
(budget)
project or
programs
wise
Sr.
No.
5(C). Manner in which the amount spent during the financial year:
Annexure 1
al an
etan
alaram
a anti
Cumulative
Expenditure
upto the
reporting period
Indirect
Indirect
Indirect
Amount Spent
Direct or
through
implementing
agency*
atna hram
T amla ehta Da ar chool For The lin
heth Dhan i De hi
O ela ani F n
hri ir i ho ra
Charita le Tr t
tchi ain Fo n ation
hree
O
ha a ata ela at a
an am
i e ram
at hri
Amount spent
on the
projects or
programs
(1) Direct
Expenditure
on projects or
programs
(2) Overhead
(` in Lacs)
nn al
e ort
CORPORATE GOVERNANCE
1.
lica le
le an
tem of ri
The ec ritie an
chan e oar of n ia
amen e the i tin
reement effecti e from Octo er
to rin in a itional cor orate o ernance norm
for listed entities and are aimed to encourage companies
to adopt best practices on corporate governance.
Your Company is in compliance with the requirements
ti late
n er Cla e
of the i tin
reement
entered into with the Stock Exchanges with regards to the
Cor orate o ernance
2.
Name of Directors
r aman aroo ana in
Director
r t l ar
oint ana in
Director
Executive Directors
r iren a a Whole Time
Director & CFO
on
ec ti e
r
hichan
aroo
on n e en ent
Chairman
Director
r ai aroo
Independent Director
r nane h ala
r irit ala
r a an i amania
r ha hi har inha
CA Reeta Shah
ce t
r
hichan
aroo
r
aman
aroo
r t l ar ein rother an
r ai aroo ein on
of r
hichan
aroo none of the other irector are
related to any other director on the Board.
Board Independence:
n e en ent Director on the oar of hemaroo are reno ne eo le ha in e erience e
rofe ion an
alf
of the oar of hemaroo con i t of the n e en ent Director
erti e in their re
a e on the confirmation i clo re recei e from the Director an on e al ation of the relation hi
Director meet the criteria of n e en ence in term of cla e
of the i tin
reement an ection
ct
a amen e
The Co e for n e en ent Director i a aila le on Com an
Conduct.
ecti e fiel
i clo e n e en ent
of the Com anie
ite at http://www.shemarooent.com/?p=Code_of_
Board Meetings:
D rin the financial ear
o em er
an an ar
Fi e
oar meetin
ell
ere hel on
ril
e tem er
a of
Attendance at Board Meetings and last Annual General Meeting (AGM) and details of memberships of Directors in
Boards and Board Committees:
man ate
Cla e
than fi e Committee acro
Name of Director
hichan
aman
t l
aroo
aroo
a a
aroo
a e h are h
irit
No. of Board
Meeting attended
during 2014-2015
ar
iren
ai
none of the Director i a mem er of more than ten oar le el Committee or Chairman of more
com anie in hich he i a Director
a an i
Directorship
in other
Companies(#)
Memberships
YES
NIL
NIL
NIL
YES
NIL
YES
NIL
YES
NIL
NIL
YES
NIL
NIL
NO
NIL
NIL
NIL
YES
NIL
NIL
ala
YES
amania
YES
NIL
YES
NIL
N.A
NIL
NIL
ala
nane h
Attendance at
last AGM
Shashidhar Sinha
Reeta Shah**
Excludes directorship in Shemaroo Entertainment Limited and also excludes Alternate directorships, directorship in Private Limited Companies, Foreign Companies
and Companies registered under Sec.8 of the Companies Act, 2013.
@ In accordance with Clause 49 of the Listing Agreement, Memberships/Chairmanships of only Audit Committees and Stakeholders Relationship Committees in all
public limited companies have been considered.
*Ceased to be a Director w.e.f. March 28, 2015.
**Appointed as Director, w.e.f. March 28, 2015. No meetings were held during her tenure.
Board Procedure:
The oar meet at re lar inter al to i c
an eci e on Com an
ine
erformance of the Com an n a ition to the a o e the oar al o meet a an
concerning the businesses of your Company.
olicie
trate ie an re ie financial
hen nece ar to a re
ecific i
e
The oar
eetin are re che le an a tentati e ann al calen ar of the oar
eetin i circ late to the Director
ell in a ance to facilitate them to lan their che le n ca e of an e i enc emer enc the oar
a ro al i ta en
a in re ol tion
circ lation a ermitte
la
hich i confirme in the
e ent oar meetin
ll oar
eetin are o erne
a tr ct re a en a hich i ac e
com rehen i e ac ro n information The notice
of oar meetin i i en ell in a ance to all the Director The en a i circ late a ee rior to the ate of the meetin
e ce t for the critical rice en iti e information hich i circ late at the meetin Where it i not ractica le to attach an
oc ment to the a en a it i ta le efore the meetin
nn al
ointment
tie an
e ort
A. Audit Committee
i.
ith the re
reement
nane h ala
irit ala
iren a a
a a
eetin
n er
Designation
Chairman
em er
em er
The Committee
i e from
No. of meetings
Held
Attended
Category
Independent Director
Independent Director
Executive Director
General
The re re entati e of the tat tor
itor an nternal
itor are ermanent in itee to the
ec ti e of cco nt De artment an Finance De artment atten
it Committee eetin
The Com an
ecretar & Com liance Officer of the Com an act a the ecretar to the
it Committee
eetin
it Committee
ar
itor
er i e the Com an
fi ation of a
it fee an a
internal control an
ro al for a ment of an
e ie in
ith the mana ement the ann al financial tatement an a itor re ort thereon efore
mi ion to the
oar for a ro al ith artic lar reference to
a
atter re ire to e incl e in the Director
e on i ilit
tatement to e incl e in the oar
re ort in
term of cla e c of
ection of ection
of the Com anie ct
Chan e if an in acco ntin olicie an ractice an rea on for the ame
c
a or acco ntin entrie in ol in e timate a e on the e erci e of
ment
mana ement
i nificant a
tment ma e in the financial tatement ari in o t of a it fin in
e Com liance ith li tin an other le al re irement relatin to financial tatement
f Di clo re of an relate art tran action
alification in the raft a it re ort
e ie in
ith the mana ement the arterl financial tatement efore
mi ion to the oar for a ro al
e ie in
ith the mana ement the tatement of e a lication of f n rai e thro h an i
e
lic i
e
ri ht i
e referential i
e etc the tatement of f n
tili e for r o e other than tho e tate in the offer
oc ment ro ect
notice an the re ort
mitte
the monitorin a enc monitorin the tili ation of rocee
of a
lic or ri ht i
e an ma in a ro riate recommen ation to the oar to ta e
te in thi matter
e ie an monitor the a itor in e en ence an erformance an effecti ene of a it roce
Callin for comment of the a itor a o t internal control
tem
co e of a it incl in o er ation of the
a itor an re ie of financial tatement efore their
mi ion to the oar an i c
an relate i
e ith the
internal an or tat tor a itor an mana ement of the com an
ro al or an
ith relate
artie
nn al
e ort
or a
et of the com an
here er it i nece
mana ement
ion
ith internal a
tem
ar
itor of an
i nificant fin in
itor
a e
an follo
there on
a o t the nat re an
echani m
i il
co e of a
e ent re hol er
it a
ell a
harehol er
in
echani m
ro al of a ointment of CFO i e the Whole Time Finance Director or an other er on hea in the finance f nction
or i char in that f nction after a e in the alification e erience an ac ro n etc of the can i ate
Carr in o t an other f nction a i mentione in the term of reference of the
it Committee
To rant omni
a ro al for relate art tran action
hich are in the or inar co r e of
ine an on an arm
length pricing basis and to review and approve such transactions subject to the approval of the Board.
e ie in the follo in information
a
The
ana ement Di c
ion an
nal
efine
ea ne
ea ne
the a
e i
e
lt of o eration
it committee
tat tor a
mitte
itor
an
itor hall e
ect to the re ie
The ta ehol er elation Committee com o ition an the term of reference meet ith the re
the i tin
reement an ro i ion of the Com anie ct
i.
irement of Cla
of
1.
2.
r
r
r
a e h are h
eeta hah
ha hi har inha
t l ar
Designation
Chairman
Chairman
em er
em er
Category
Independent Director
Independent Director
Independent Director
Executive Director
No. of meetings
Held
Attended
2
2
N.A
N.A
2
2
2
2
ii.
ro e re e t for ec rit tran fer an tran mi ion an tho e ertainin to re materiali ation of ec ritie
i i ion con oli ation of hare i
e of rene e an
licate hare e ent re certificate etc
Carr o t an other f nction a i referre
the oar from time to time or enforce
an tat tor notification
amendment.
iii. Compliance Officer:
r n it in h Com an ecretar an Com liance Officer i the Com liance Officer for re ol tion of harehol er
Investors complaints.
iv. Investor Grievance Redressal
ll com laint ha e een re re e to the ati faction of the harehol er
The etaile
artic lar of in e tor
com laint han le
the Com an an it
e i trar & hare Tran fer ent rin the ear are a n er
Type of Complaints
on recei t of nn al e ort
on recei t of Di i en Warrant
on recei t of hare lo e for Tran fer
on recei t of O a lication mone
TOTAL
Number of Complaints
NIL
NIL
NIL
2036
on arch
no com laint
ere o t tan in
C. Nomination and Remuneration Committee
i. Composition and Attendance at the Meeting
The Committee con tit tion an term of reference are in com liance ith ro i ion of the Com anie ct
Cla e
of the i tin
reement a amen e from time to time
The omination & em neration Committee com ri e of the mem er a tate elo The Committee rin the
ear en e on arch
met once on an ar
The atten ance of the mem er
a a n er
Sr.
No
1
2
ii.
a an i amania
ha hi har inha
ai aroo
Designation
Category
Chairman
em er
em er
Independent Director
Independent Director
on
ec ti e Director
No. of meetings
Held
Attended
1
1
1
0
1
1
nn al
e ort
Name
aman aroo
t l ar
iren a a
Salary
TOTAL
42.19
42.19
32.19
B. Details of Remuneration paid to Non-Executive Directors for the Financial Year ended March 31, 2015:
Name
hichan
aroo
ai aroo
a an i amania
nane h ala
irit ala
a e h are h
Shashidhar Sinha
C
eeta hah
TOTAL
ote
`
`
`
Nil
Nil
`
Nil
Nil
`80,000
The oar of Director in it meetin ha eci e to initiate a ment of ittin fee to the irector for atten in the meetin
listing of the equity shares of the company.
o commi
ion
ai to the
on
ec ti e Director
of the oar
onl
o t
arch
* No sitting fees was paid to Mr. Gnanesh Gala and Mr. Kirit Gala, Independent Directors, who have decided not to accept any sitting fees for attending meetings
of the Board.
^Ceased to be Director w.e.f. March 28, 2015.
# Appointed w.e.f. March 28, 2015 and no meeting was held after her appointment during the period under the review.
v.
Details of equity shares of the Company held by the Non-Executive Directors as on March 31, 2015:
Name of the Director(s)
hichan
aroo
ai aroo
a an i amania
r
r
r
1
2
r
r
t l ar
iren a a
a an i
The Term of
Designation
Chairman
em er
amania
Category
The C
met t ice on
Executive Director
Executive Director
em er
ct
Independent Director
Held
2
2
Attended
2
2
acti itie
n re com liance
Directors.
ith the la
r le & re
lation
acti itie a
o ernin the C
er the a
ro e
olic
lan an
e
oar of
Terms of reference:
The
ec ti e Committee e erci e
To o en an o erate an
elo
cco nt
re of an
cco nt
ith the an
nn al
e ort
in e t the f n
of the Com an
ithin
limit a ro e
the oar in hare
ent re
t al F n
FD
an
on
o ie Cor orate an
o ernment or emi
ernment a encie
Date
Time
Creatin char e
mortgage on
properties of the
Com an
a of the
Com anie ct
o tion of
new Articles of
Association of
the Company
for
To o all act
ee
an thin
a ma
e
required or considered necessary or incidental
thereto.
n other relate matter
September
September
e thro
The a it committee re ie
the con oli ate financial
tatement of the Com an The min te of the oar
meetings of the subsidiary companies are placed at the
meeting of the Board of Directors of the Company on
erio ical a i The Com an ha frame a olic for
determining material subsidiaries which is placed on the
e ite of the Com an at the follo in lin http://www.
shemarooent.com/doc/COC/Policy_for_material_
subsidiaries.pdf
Subsidiary Companies
Date
Financial
Year
Postal Ballot
D rin the ear no re ol tion
postal ballot.
No. of Special
Resolution
orro in limit
of the Company
c an
of the
Com anie ct
Particulars of
the Special
Resolution
No Special
Resolution
was passed in
the meeting
No Special
Resolution
was passed in
the meeting
No Special
Resolution
was passed in
the meeting
6.
Disclosures
i.
The
tat tor
financial
Com an are n alifie
tatement
of
the
r
hichan
aroo i the Chairman of the
Com an an
r aman aroo i the ana in
Director of the Com an The Com an ha
complied with the requirement of having separate
persons to the post of Chairman an
ana in
Director.
The nternal
itor of the Com an ma e
presentations to the Audit Committee on their
reports.
affirme
the oar an
enior ana ement
er onnel ann all The Co e i e
i ance an
support needed for ethical conduct of business and
com liance of la The Co e i inten e to er e
a a a i for ethical eci ion ma in in con ct of
professional work.
The Co e of Con ct i a aila le on the e ite
of the Company at http://www.shemarooent.
com/?p=Code_of_Conduct. All Board members and
enior mana ement er onnel affirm com liance
with the Code of Conduct annually. A declaration
i ne
the ana in Director D to thi effect i
placed at the end of this report.
vii. Code of Conduct for Prevention of Insider
Trading:
The Com an ha in tit te a com rehen i e Co e
of Con ct for re ention of n i er Tra in for it
De i nate m lo ee in com liance ith ec ritie
and Exchange Board of India (Prohibition of Insider
Tra in
e lation
a amen e from time
to time the ol
e lation
The Co e la
o n
i eline
hich a i e them on roce re to e
follo e an
i clo re to e ma e hile ealin
with shares of the Company and cautions them of the
consequences of violations.
The ec ritie an
chan e oar of n ia
on an ar
notifie the
rohi ition
of n i er Tra in
e lation
the ne
e lation
hich ha e come into force from a
there
re am in the t o eca e ol
Regulations. In accordance with the provisions of
the ne
e lation the Com an ha form late
and adopted the Code of Practices and Procedures
for Fair Disclosure of Unpublished Price Sensitive
Information and Code of Conduct for Prevention
of n i er Tra in
e lation at the oar
eetin
hel on a
The e Co e ere al o ma e
effecti e from a
The Co e of Con ct rohi it the De i nate
Persons of the Company dealing in the securities of
the Company on the basis of any unpublished price
en iti e information a aila le to them
irt e of
their position in the Company.
The Co e of Con ct ha
een form late to
re late monitor an en re re ortin of tra in
by the Designated Persons towards achieving
compliance with the new Regulations and to prevent
misuse of any unpublished price sensitive information
an
rohi it an in i er tra in acti it in or er to
protect the interest of the shareholders at large
The Co e of Con ct i a aila le on the e ite
of the Company at http://www.shemarooent.
com/?p=Code_of_Conduct.
viii. Reconciliation of share capital audit:
As required by the Securities & Exchange Board of
n ia
arterl a it of the Com an
hare
capital is being carried out by an practicing Company
Secretary with a view to reconcile the total share
nn al
e ort
ca ital a mitte
ith ational ec ritie De o itor imite
D an Central De o itor
er ice n ia imite
CD
an hel in h ical form ith the i
e an li te ca ital The hare ca ital a it re ort i
mitte to
Limited and the National Stock Exchange of India Limited and same is also placed before Stakeholders Relationship
Committee and the Board of Directors.
ix. Whistle Blower Policy:
The Com an ha a i il mechani m an Whi tle lo er olic
the nethical eha ior fra
iolation of a lica le la
an re
ro i e for a e ate afe ar a ain t ictimi ation of er on
ma e i clo e to i ilance an
thic Officer hich o erate
the ear n er re ie no em lo ee a enie acce to the
x.
7.
the
Means of Communication:
The na ite
arterl half earl re lt are anno nce
ithin fort fi e a of the clo e of the arter The a ite
ann al re lt are anno nce
ithin t o month from the clo e of the financial ear a er the re irement of the
i tin
reement ith the toc
chan e The afore ai financial re lt are ent to
imite
an The
ational toc
chan e of n ia imite
here the Com an
ec ritie are li te imme iatel after the e are
a ro e
the oar The re lt are thereafter i en
a of a re
elea e to ario ne a encie anal t
an are
li he
ithin fort ei ht ho r in the ailie i Financial
re
n li h an
m ai a hmi arathi
hich ha e i e rea er hi in
m ai The a ite financial tatement form a art of the nn al e ort hich i ent
to the em er
ell in a ance of the nn al eneral eetin
The Com an al o inform
a of intimation to
an
all rice en iti e matter or ch other matter
hich
in its opinion are material and of relevance to the members and subsequently issues a Press Release in regard to the
same.
n com liance ith Cla e
of the i tin
reement the arterl re lt harehol in attern
arterl com liance
and all other corporate communication to the Stock Exchanges viz. BSE Limited and National Stock Exchange of India
imite are file electronicall on
an
on line ortal
The nn al e ort an Financial re
lt are al o i
la e on the Com an
We
ite http://www.shemarooent.com
on a
en e
oo Clo re Date
a t Date of recei t of ro
ama an
n ri Wat m ll
itori m
i hinchan Chellaram Colle e Din ha
oa
m ai
e tem er
e tem er
at r a
e tem er
efore
m
Form
re ire
n er Cla e
re a ointment at the forthcomin
b.
e tem er
of the i tin
reement artic lar of Director
ee in a ointment
are i en in the anne re to the otice of the
to e hel on e tem er
arterl re
arterl
arterl re
arterl re
the erio of
lt
ril
to
arch
half earl re
lt
lt
Octo er
an ar
lt
nn al eneral meetin
Ch rch ate
a
t
c.
Stock Code
OO
ha
e.
ISIN Number
f.
g.
chan e
at the om a
toc
BSE
Month
High (`)
Low (`)
Oct
o
Dec
an
Fe
ar
High(`)
Low(`)
217
706901
2277619
170
200
100
NIFTY
SHEMAROO
BSE SENSEX
SHEMAROO
ar
Fe
an
Dec
ar
Fe
an
Dec
Oct
h.
Oct
d.
nn al
i.
l.
No. of Shares
it
% to
Total
197101
17
k.
27182239
Compliance Officer
r n it in h
hemaroo o e lot o
arol Co o n
trial tate
arol n heri a t
m ai
mail compliance.officer@shemaroo.com
100
Shareholding Pattern:
The harehol in of ifferent cate orie of the
harehol er a on arch
i i en elo
Category
Promoters
Foreign Promoter
Foreign Portfolio Investor
Cor orate
Financial Institutions
Foreign Institutional Investor
Other Bodies Corporate
t al F n
on ationali e
an
Directors
on e i ent n ian
on e i ent on
e atria le
Clearin
em er
Office earer
Public
Tr t
TOTAL
No. of
shares
% of
Holdings
6.7060
0.0210
0.0076
27182239
100.00
8019
The Com an
e icate
e mail a re
for
Investors Complaints and other communications is
investors_services@shemaroo.com
0.92
0.69
100001 and
above
Total
hare a on
No. of
Shares
Dematerialization of shares:
of the Com an
ai
it
hare Ca ital
was held in dematerialized form with NSDL and CDSL
a on arch
Tra in in e it hare of the
Com an i ermitte onl in emateriali e form The
Companys equity shares are regularly traded on NSE
an
in emateriali e form
Distribution of Shareholding:
The harehol in
arch
i
e ort
o.
Nomination Facility:
er the ro i ion of the Com anie
ct
facilit for ma in nomination i a aila le for em er in
re ect of hare hel
them em er hol in hare
in h ical form ma o tain nomination form from the
Company or download the same from the Companys
e ite em er hol in hare in emateriali e form
ho l contact their De o itor
artici ant D in thi
regard.
arch
an that to the e t
i.
these statements do not contain any materiality untrue statement or omit any material fact or contain statements that
might be misleading;
ii.
these statements together present a true and fair view of the Companys affairs and are in compliance with existing
acco ntin tan ar
a lica le la
an re lation
the Com an
hich are
We acce t re on i ilit for e ta li hin an maintainin internal control for financial re ortin an
e ha e e al ate
the effecti ene of internal control
tem of the Com an ertainin to financial re ortin an
e ha e i clo e to the
a itor an the
it Committee eficiencie in the e i n or o eration of ch internal control if an of hich e are
a are an the te
e ha e ta en or ro o e to ta e to rectif the e eficiencie in the e i n or o eration of ch internal
control if an of hich e are a are an the te
e ha e ta en or ro o e to ta e to rectif the e eficiencie
We ha e in icate to the
i
i nificant chan e
itor an the
it committee
ii
iii
in tance of i nificant fra of hich the ha e ecome a are an the in ol ement therein if an of the mana ement
or an em lo ee ha in a i nificant role in the Com an internal control
tem o er financial re ortin
aman aroo
D
ana in Director
olicie
rin the ear an that the ame ha e een i clo e in the note
iren a a
D
Whole Time Director & CFO
Mumbai
May 06, 2015
iren a a
D
Whole Time Director & CFO
nn al
e ort
Place : Mumbai
Date : July 30, 2015
hia
Partner
M. No. FCS 6252 C.P. No. 3531
The
ec ritie an
chan e
oar of n ia
(Employee Stock Option Scheme and Employee
toc
rcha e cheme
i eline
an
Securities and Exchange Board of India (Share Based
m lo ee enefit
e lation
notifie on
Octo er
not applicable to the company
during the audit period
To
The em er
Shemaroo Entertainment Limited
m ai
We have conducted the secretarial audit of the compliance
of applicable statutory provisions and the adherence to
good corporate practices by Shemaroo Entertainment
Limited hereinafter calle the Com an
ecretarial
it
was conducted in a manner that provided us a reasonable
a i for e al atin the cor orate con ct
tat tor
compliances and expressing our opinion thereon.
a e on o r erification of the com an
oo
a er
min te oo
form an ret rn file an other recor
maintained by the company and also the information
ro i e
the Com an it officer a ent an a thori e
re re entati e
rin the con ct of ecretarial a it e
here re ort that in o r o inion the com an ha
rin the
a it erio co erin the financial ear en e on arch
com lie
ith the tat tor ro i ion li te here n er
an al o that the Com an ha ro er oar roce e an
com liance mechani m in lace to the e tent in the manner
an
ect to the re ortin ma e hereinafter
We ha e e amine the oo
an ret rn file an other recor
for the financial ear en e on
the ro i ion of
The Com anie
thereunder;
ct
ii
The follo in
e lation
n er the ec ritie an
ct
The
e
ec ritie an
chan e
tantial c i ition of hare
lation
The ec ritie an
Ca ital an Di clo
2009;
The ec ritie an
chan e oar of n ia
ac
of ec ritie
e lation
not applicable to
the company during the audit period
informe an certifie
the mana ement the
ro i ion of the follo in act r le an re lation
ma e there n er are
ecificall a lica le to the
Com an a e on their ector in
tr
a
Cinemato ra h ct
lation an
oar of n ia
an Ta eo er
oar
lation
of
an
ri ht ct
an
i eline
re cri e
chan e oar of n ia ct
The
ec ritie an
chan e
rohi ition of n i er Tra in
e
c
The
ec ritie an
chan e
oar of n ia
e i trar to an
e an
hare Tran fer
ent
e lation
re ar in the Com anie ct an
dealing with client;
Co
ct
Forei n
chan e ana ement ct
an the r le
and regulations made thereunder to the extent of Foreign
Direct n e tment O er ea Direct n e tment an
External Commercial Borrowings;
the ct an the r le ma e
The ec ritie an
chan e oar of n ia
e
an
i tin of De t ec ritie
e lation
(not applicable to the company during the audit
period
The ec ritie an
chan e oar of n ia Deli tin
of
it hare
e lation
not applicable
to the company during the audit period an
a er min te oo
form
maintaine
the Com an
st
arch
accor in to
n ia
chan e oar of n ia
e of
re e irement
e lation
ecretarial tan ar i
e
The n tit te of Com an
Secretaries of India. (not applicable as Secretarial
Standards were not notified during the audit period
ii
The i tin
reement entere into
the Com an ith
t
m ai an
ational toc
chan e of n ia
t
m ai
During the period under review the Company has complied
ith the ro i ion of the ct
le
e lation
i eline etc mentione a o e an in re ect of la
ecificall a lica le to the com an
a e on their
ector in
tr in o far a re irement relatin to
licencin
certification
mi ion of ret rn etc a e
on test checking.
nn al
rin the a
it erio
Com anie
m ai the n m er of e it hare i
e
for
lic
cri tion ha een mentione a
ho e er act al e it hare allotte i
informe to
the a o e ifference of e it hare i
o in to ro n in off at the time of finali in the a i of
allotment;
a
e
ecial re ol tion n er ection
c at the
tra or inar
eneral eetin hel on a
enabling borrow of funds in excess of its aggregate of paid
up share capital and free reserves and up to a maximum
limit of `
crore an
a
e
ecial re ol tion n er ection
a at the
tra or inar
eneral eetin hel on a
for creation of mort a e char e on the ro ertie of the
company up to the overall borrowing limit of `
crore
For Manish Ghia & Associates
Company Secretaries
the Com an
offere for
lic
cri tion
it
hare
of the face value of `
each for ca h at a rice of
`
er
it
hare incl in a remi m of `
er hare a re atin to `120 crores vide Prospectus
ate e tem er
i co nt of
to the i
e
rice i e `
er
it hare a offere to the retail
in i i al i er in the a o e ai
lic offer hile
in the ro ect
ate
e tem er
file
ith
Securities & Exchange Board of India and Registrar of
e ort
Manish L. Ghia
Partner
M. No. FCS 6252 C.P. No. 3531
Date: July 30, 2015
Place : Mumbai
Thi re ort i to e rea
i anne e a nne re
report.
ANNEXURE A
To
The em er
Shemaroo Entertainment Limited
m ai
Our report of even date is to read along with this letter.
aintenance of ecretarial recor i the re on i ilit of
the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on
our audit.
2.
ana ement
r le an
Manish L. Ghia
Partner
M. No. FCS 6252 C.P. No. 3531
Date: July 30, 2015
Place : Mumbai
59
FOR
THE
AND
REGULATORY
1.
2.
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these standalone
financial tatement a e on o r a it We ha e ta en into
account the provisions of the Act, the accounting and auditing
standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules
made thereunder.
LEGAL
60
ii.
iii.
(i)
(iii) The Company has granted interest free loan to its wholly
owned subsidiaries which are covered in the register
maintaine n er ection
of the Com anie ct
(the Act).
The terms of arrangements do not stipulate any repayment
schedule and the loans are repayable on demand.
Accordingly, paragraph 4(iii)(a) and (b) of the Order is not
applicable to the Company in respect of receipt/recovery
of the principal and interest amount.
(iv) In our opinion and according to the information and
explanations given to us, there is an adequate internal
control system commensurate with the size of the
Company and the nature of its business with regard to
rcha e of fi e a et in entor an ale of oo an
services. We have not observed any major weakness in
the internal control system during the course of the audit.
(v) At the beginning of Financial Year the Company had
deposits from the Public in respect of which the Company
has complied the provisions of section 73 to 76 and the
relevant provisions of The Companies Act, 2013 and rules
framed there under. However, these deposits have been
com letel re ai
rin the financial ear an hence
as at the end of the year the Company does not have
any deposits within the meaning of the above mentioned
sections and rules framed there under.
Amount
(in `)
Period to
Forum
Which the
where
amount
dispute is
relates
pending
Income 1,077,790 FY 2011-12
Com.of
Tax
I.T.(A)
61
62
Balance Sheet
as at 31st March, 2015
Particulars
I.
Note
2.1
2.2
2.3
2.4
2.5
(` in lacs)
As at
March 31, 2014
29,395.79
32,114.02
17,745.27
32.15
54.00
768.76
2.6
2.7
2.9
Total
II.
As at
March 31, 2015
ASSETS
(1) Non-current assets
(a) Fixed assets
(i) Tangible assets
(ii) Intangible assets
(b) on c rrent in e tment
(c) Long term loans and advances
(d) Other non-current assets
(2) Current assets
(a) Inventories
(b) Trade receivables
(c) Cash and cash equivalents
(d) Short-term loans and advances
(e) Other current assets
Total
Significant Accounting Policies Notes to the Financial Statements
62.21
1,918.97
14,114.53
2,975.22
3,667.37
766.14
16,425.85
49,308.63
21,649.27
41,313.51
2.10
2.11
2.12
2.13
2.14
2.15
2.16
2.17
3,317.94
92.74
1,202.35
79.99
2,002.35
713.22
4.50
5,670.05
4.50
5,228.71
12,700.92
233.94
1,915.20
43,638.58
49,308.63
59.49
2,019.39
216.63
36,084.79
41,313.51
1&2
Raman Maroo
Managing Director
D
Atul Maru
Jt. Managing Director
D
K.J. Dandeker
Partner
em er hi
o
Ankit Singh
Com an ecretar & Com liance Officer
em er hi
o
Hiren Gada
Whole Time Director & CFO
D
Place : Mumbai
Date: 6th May, 2015
Place : Mumbai
Date : 6th May, 2015
63
(` in lacs)
Particulars
Note
2.19
32,344.77
26,333.70
Other Income
2.20
125.71
73.32
32,470.48
26,407.02
INCOME
I.
Total Revenue
EXPENDITURE
Direct Operational Expenses
2.21
Changes in inventories
2.22
m lo ee enefit e
II.
en e
29,271.63
(5,154.36)
2.23
1,791.96
Financial costs
2.24
2,120.72
2.10
367.47
296.27
Other expenses
2.25
1,503.49
1,260.77
26,067.85
21,977.51
6,402.63
4,429.51
- Income Tax
2,359.25
1,293.25
- Wealth Tax
0.52
Total Expenses
Profit before tax
(I - II)
1,794.01
Tax expense:
(1)
Current tax
(2)
Deferred tax
(3)
2.4
(165.29)
340.34
27.33
10.95
4,180.81
2,784.08
17.73
14.03
2.1
1&2
Raman Maroo
Managing Director
D
Atul Maru
Jt. Managing Director
D
K.J. Dandeker
Partner
em er hi
o
Ankit Singh
Com an ecretar & Com liance Officer
em er hi
o
Hiren Gada
Whole Time Director & CFO
D
Place : Mumbai
Date: 6th May, 2015
Place : Mumbai
Date : 6th May, 2015
64
A.
(` in lacs)
For the year
ended
March 31, 2014
6,402.63
4,429.51
367.47
296.27
Financial Expenses
2,120.72
Interest Income
(103.30)
(65.47)
Dividend Income
(13.77)
(0.90)
rofit
on ale of Fi e
et
22.75
(22.34)
(9.31)
(4.75)
(2.46)
6.52
2.30
8,819.79
6,589.87
(6,237.12)
Inventories
(5,154.36)
ai
ef n
et
3,895.52
(231.64)
(906.09)
(2,740.72)
(1,734.30)
(2,972.36)
(1,753.09)
11.72
0.34
from ale of fi e a
et
(221.63)
13.77
103.30
65.47
(3.00)
0.90
(33.77)
(926.61)
(286.84)
Particulars
C.
65
(` in lacs)
For the year
ended
March 31, 2014
from
(976.71)
(3,573.69)
3,122.95
(99.24)
(99.24)
Dividend Paid
Tax on Dividend Paid
Financial Expenses
(2,120.72)
-
(69.95)
4,073.42
1,998.73
174.45
(41.19)
59.49
100.68
233.94
59.49
efer
ote
Cash and Cash Equivalents acquired as per the Scheme of Amalgamation and
Arrangement
Ca h & Ca h
i alent at the n
efer ote
As per our report of even date
Raman Maroo
Managing Director
D
Atul Maru
Jt. Managing Director
D
K.J. Dandeker
Partner
em er hi
o
Ankit Singh
Com an ecretar & Com liance Officer
em er hi
o
Hiren Gada
Whole Time Director & CFO
D
Place : Mumbai
Date: 6th May, 2015
Place : Mumbai
Date : 6th May, 2015
66
Basis of preparation
The financial tatement of the com an ha e een
prepared in accordance with generally accepted
accounting principles in India (GAAP) under the historical
cost convention on the accrual basis. GAAP comprises
mandatory accounting standards as prescribed under
Section 133 of the Companies Act, 2013 (Act) read with
Rule 7 of the Companies (Accounts) Rules, 2014, the
ro i ion of the ct to the e tent notifie
Office
e.
c.
f.
d.
10 years
ear
Intangible assets
5 years
Borrowing costs
Borrowing cost includes interest, amortization of ancillary
costs incurred in connection with the arrangement of
borrowings and exchange differences arising from foreign
currency borrowings to the extent they are regarded as an
adjustment to the interest cost.
Borrowing costs directly attributable to the acquisition,
construction or production of an asset that necessarily
takes a substantial period of time to get ready for its
intended use or sale are capitalized as part of the cost
of the respective asset. All other borrowing costs are
expensed in the period they occur except Bill Discounting
charges which are being carried forward on time proportion
basis.
g.
Impairment of assets
The Company assesses at each Balance Sheet date
whether there is any indication that an asset may be
impaired. If any such indication exists, the Company
estimates the recoverable amount of the asset. If such
recoverable amount of the asset or the recoverable
amount of the cash generating unit to which the asset
belongs is less than its carrying amount, the carrying
amount is reduced to its recoverable amount. The
reduction is treated as an impairment loss and is
reco ni e in the tatement of rofit an o
cco nt
If at the Balance Sheet date there is an indication that if
a previously assessed impairment loss no longer exists,
the recoverable amount is reassessed and the asset is
re ecte at the reco era le amo nt
3 - 15 years
Computer Software
Use of estimates
The re aration an re entation of financial tatement
in accordance with GAAP requires management to make
estimates and assumptions that affect the reported
amo nt of a et an lia ilitie on the ate of the financial
statements and the reported amount of revenues and
expenses during the reporting period. Differences
between the actual results and estimates are recognised
prospectively in the period in which results are known or
materialised.
ear
Motor Vehicle
il in
h.
Investments
Investments, which are readily realizable and intended to
be held for not more than one year from the date on which
ch in e tment are ma e are cla ifie a c rrent
in e tment
ll other in e tment are cla ifie a lon
term investments.
On initial recognition, all investments are measured at
cost. The cost comprises purchase price and directly
C rrent in e tment
are carrie
in the financial
statements at cost. Long-term investments are carried at
cost. However, provision for diminution in value is made
to recognize a decline other than temporary in the value
of the investments.
Dividends
Dividend income is recognized when the companys right
to receive dividend is established by the reporting date.
Others
Inventories
e en e ertainin to relea e of m
recognized on the date of its release.
k.
Revenue Recognition
Revenue is recognized to the extent that it is probable that
the economic enefit
ill o to the com an an the
re en e can e relia l mea re The follo in
ecific
recognition criteria must also be met before revenue is
recognized:
Sale of rights
Sale of rights are recognised on the date of entering into
agreement for the sale of the same, provided the Censor
Certificate i in e i tence
Income from services
Revenues from services are recognized when contractual
commitments are delivered in full net of returns, trade
Purchase of rights
Sale of goods
Revenue from sale of goods (ACDs/VCDs/DVDs/ACS/
D i reco ni e
hen all the i nificant ri
an
rewards of ownership of the goods have been passed to
the buyer, usually on delivery of the goods; net of returns,
trade discounts and rebates. The company collects
sales taxes and value added taxes (VAT) on behalf of
the government and, therefore, these are not economic
enefit o in to the com an
ence the are e cl e
from revenue.
ic of film i
67
n.
p.
Income tax
Tax expense comprises current and deferred tax. Current
income-tax is measured at the amount expected to be paid
to the tax authorities in accordance with the Income-tax
Act, 1961 enacted in India and tax laws prevailing in the
respective tax jurisdictions where the company operates.
The tax rates and tax laws used to compute the amount
are those that are enacted or substantively enacted, at
the reporting date.
r.
Provisions
A provision is recognized when the company has a present
obligation as a result of past event, it is probable that an
o t o of re o rce em o in economic enefit ill e
required to settle the obligation and a reliable estimate
can be made of the amount of the obligation. Provisions
are not discounted to their present value and are
determined based on the best estimate required to settle
the obligation at the reporting date. These estimates are
re ie e at each re ortin
ate an a
te to re ect
the current best estimates.
Contin ent
et are not reco ni e in the financial
statements since this may result in the recognition of
income that may never realise.
s.
69
Notes
(` in lacs), except as otherwise stated
As at
March 31, 2015
As at
March 31, 2014
Note 2.1
Share Capital
Authorised Share Capital:
Equity shares, ` 10/- par value
3,00,00,000 (Previous Year 3,00,00,000) Equity Shares
3,000.00
3,000.00
2,718.22
1,984.89
ear
it
hare f ll
ai
Total
The Company has only one class of shares referred to as equity shares having a par value of ` 10 per share. Each shareholder
of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to approval
of shareholders, except in case of interim dividend. In the event of liquidation, the share holders are eligible to receive the
remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding.
i)
(` in lacs)
(` in lacs)
7,333,335
733.33
27,182,239
2,718.22
19,848,904
1,984.89
Equity Shares
As at March 31, 2015
No. of Shares
held
% of Holding
No. of Shares
held
% of Holding
17.69%
24.23%
17.69%
24.23%
35,75,320
35,75,320
6.71%
16,40,520
6.04%
16,40,520
12,34,200
-
69.89%
1,78,91,920
90.14%
13.15%
23,40,000
1,89,97,720
Total Shareholding
6.22%
iii) For the period of five years immediately preceding the date as at which the Balance Sheet is prepared :
a)
Aggregate number of shares alloted as fully paid-up pursuant to the contracts without payment being received in cash
i
e it hare ere i
e a on on
issued as bonus on March 26, 2011 in the ratio of 9:1.
re ate n m er of hare
ht ac i
in the ratio of
an
it
hare
ere
70
As at
March 31, 2014
Net Profit after tax as per Statement of Profit and Loss attributable to Equity
Shareholders (` in lacs)
Weighted Average number of equity shares used as denominator for calculating
EPS
Basic and Diluted Earnings per share (Previous Year)
17.73
14.03
10.00
10.00
As at
March 31, 2015
As at
March 31, 2014
Note 2.2
Reserves & Surplus
a. Securities Premium Account
As per last Balance Sheet
4,213.50
4,213.50
10,127.31
14,340.81
4,213.50
104.52
69.60
1,974.24
1,869.72
b. General Reserve
As per last Balance Sheet
Tran ferre from
r l
in tatement of rofit an
c. Surplus
As per last Balance Sheet
9,677.16
(104.52)
(69.60)
(326.19)
(99.24)
(66.41)
Total
13,080.74
9,677.16
29,395.79
15,760.38
As on 01.04.2014, useful life of the all assets is calculated as per the useful life given in the schedule II of the Companies
ct
an WD of tho e ecifie a et after retainin the re i al al e ha een reco ni e a
te in the o enin
balance of retained earnings.
71
As at
March 31, 2014
Note 2.3
Long-term borrowings
(a) Term loans
From banks
Secured
32.15
32.15
1,000.00
1,000.00
32.15
1,008.86
Nature of Security and terms of repayment for Long Term secured borrowings:
Nature of Security
i)
Terms of Repayment
Term loans from bank amounting to ` 32.15 lacs (March 31, Repayable in equal monthly installments commencing as
2014: `
lac i ec re
h othecation of the motor per repayment schedule of the bank.
vehicles against which loan has been taken.
As at
March 31, 2015
As at
March 31, 2014
Note 2.4
Deferred tax liability (Net)
Deferred Tax Liability
Related to Fixed Assets
545.90
255.03
302.00
682.61
847.90
As at
March 31, 2015
As at
March 31, 2014
Note 2.5
Long term provisions
Provision for Employee Benefits
Provision for leave Encashment
Total
54.00
62.21
54.00
62.21
72
6,662.91
As at
March 31, 2014
9,625.76
2,111.65
2,111.65
375.45
732.00
-
Total
10,540.84
As at
March 31, 2015
Note 2.7
Trade payables
Trade Payables
(refer note no 2.32 with respect to dues to micro and small enterprises)
Total
14,114.53
As at
March 31, 2014
2,975.22
1,744.08
As at
March 31, 2015
Note 2.8
Other current liabilities
(a) Current Maturities of Long-Term debt (Secured)
Term Loan from Banks
(Term loans secured by hypothecation of the motor vehicles)
(b) Short Term Loan / Film Financing
Secured
ec re
lien on Thir art F
De t m t al f n
h othecation of ecifie
ne ati e rint an intellect al ro ert ri ht
oo e t film ne ati e
er onal
guarantee of Directors)
(c) Creditors for Capital Expenditure
(d) Interest Accrued and due
(e) Others*
* (includes Advance from customers, creditors for expenditure, deposit received ,
withholding and other taxes payables , unclaimed dues and other payables)
Total
15.75
1,156.00
3,350.20
26.32
2,975.22
As at
March 31, 2014
15.37
3,122.50
45.91
3.19
46.00
3,374.78
3,667.37
73
Terms of Repayment
ii)
e a a le at the en of
disbursal.
As at
March 31, 2015
As at
March 31, 2014
Note 2.9
Short-term provisions
(a) Provision for Employee Benefits
Provision for Group Gratuity
14.13
2.61
Provision for E S I C
0.67
Provident Fund
3.72
10.07
0.01
0.01
27.50
22.16
345.53
752.99
326.19
99.24
Total
ance
66.41
0.52
766.14
892.15
5,591.50
il in
nc l e `
re io
ear `
0.53
0.53
109.45
109.45
0.61
5,979.48
5,751.32
6,091.65
262.23
262.23
5,829.42
249.10
As on
31-March2015
a e on che
le
ocietie
2,272.63
106.33
2,166.29
2,568.79
135.42
135.42
2,433.37
133.20
232.51
1,909.65
As on
01-Apr2014
in hare of Co o erati e o in
Office
41.62
201.96
160.34
Intangible Assets
Tangible Assets
Previous Year
221.63
34.07
34.07
187.56
79.33
107.39
Dedcutions
Gross Block
Additions
Software
Intangible Assets
5,751.31
414.96
Motor Vehicle
4,075.79
il in
As on
01-Apr-2014
Office
Tangible Assets
Particulars
ct
Con e
entl
ith ri ht to hol an
296.27
29.09
647.86
46.82
601.04
42.90
74.25
15.99
2,568.80
135.42
2,433.37
3,141.67
182.25
2,959.42
306.76
2,377.39
174.00
As on
31-March2015
il in
3,410.69
92.74
3,317.94
2,949.99
79.99
79.99
2,870.00
109.04
` 57.65
3,505.42
3,425.21
3,410.69
92.74
92.74
3,317.94
145.41
2,166.13
As on 31
-March
-2014
Net Block
As on
31-March
-2015
e certain area of
0.10
0.10
74.98
74.98
0.16
Deductions
Depreciation
For the
year
75
As at
March 31, 2014
100.00
100.00
1,061.39
1,061.39
No of Units
Price per
unit (Market
Value)
Total
1,992.35
1,192.35
5.00
5.00
5.00
5.00
10.00
2,002.35
2,002.35
10.00
1,202.35
1,202.35
76
As at
March 31, 2014
Note 2.12
Long term loans and advances
(a) Security Deposit
Unsecured Considered Good
(b) Other loans and advances
Loans to employees
Loans to Others
599.65
-
3.91
602.54
532.42
713.22
611.18
Prepaid Expenses
Total
526.64
As at
March 31, 2015
As at
March 31, 2014
Note 2.13
Other non-current assets
Non-Current bank balances
4.50
4.50
4.50
4.50
As at
March 31, 2015
As at
March 31, 2014
Note 2.14
Inventories
(a) Copyrights
19,392.65
207.92
172.77
Total
28,788.51
As at
March 31, 2015
222.96
19,801.10
As at
March 31, 2014
Note 2.15
Trade receivables - Current
Unsecured, Considered good unless
otherwise stated
a) More than six months
661.06
644.37
12,700.92
13,988.17
77
As at
March 31, 2014
Note 2.16
Cash and cash equivalents
(a) Balances with Bank
On Current Accounts
121.47
11.79
12.90
Deposit with maturity of Less than 12 months but more than 3 months
67.56
23.56
33.12
2.06
233.94
59.49
Total
As at
March 31, 2015
As at
March 31, 2014
Note 2.17
Short-term loans and advances
(a) Loans and advances to related parties
Unsecured Considered Good (refer note no. 2.27)
213.34
179.57
213.34
179.57
166.06
161.36
106.91
Prepaid Expenses
62.99
60.10
Loans to employees
23.14
23.45
1,915.20
2,019.39
Total
As at
March 31, 2015
As at
March 31, 2014
Note 2.18
Other current assets
Unamortised Expenses - Proposed Share Issue Expenses
Total
216.63
216.63
1,224.24
693.37
664.10
154.50
147.47
32,344.77
26,333.70
Total
Year ended
Year ended
31st March, 2015 31st March, 2014
Note 2.20
Other Income
(a) Interest
103.30
65.47
12.93
(b) Dividend
Other
on Tra e n e tment
0.90
0.77
(d) Others
6.95
Total
125.71
73.32
Year ended
Year ended
31st March, 2015 31st March, 2014
Note 2.21
Direct Operational Expenses
(a) Purchases
27,540.33
1,731.30
1,001.26
29,271.63
21,858.02
Total
Year ended
Year ended
31st March, 2015 31st March, 2014
Note 2.22
Changes in inventories
(a) Inventories (at close)
(b) Inventories (at commencement)
Total
(8,987.41)
14,646.74
(5,154.36)
79
1,693.47
69.05
29.43
1,791.96
29.65
1,794.01
Year ended
Year ended
31st March, 2015 31st March, 2014
Note 2.24
Finance costs
Interest expense
Borrowings
Other Borrowing Costs
Bank & Other Finance Charges
2,040.35
Total
2,120.72
1,922.80
Year ended
Year ended
31st March, 2015 31st March, 2014
Note 2.25
Other expenses
Bad debts written off
Business Development Expenses
Communication Expenses
Directors Fees
Donations
Electricity Expenses
Foreign Exchange Fluctuation Loss (net)
Interest on Government Dues
General Expenses
Insurance Charges
Legal, Professional and Consultancy Fees
Auditors Remuneration
Rents, Rates and Taxes
Repairs and Maintenance
Repairs and maintenance - Machinery
Repairs and maintenance - Others
Security Charges
Selling Expenses
6.52
56.16
2.30
42.52
5.00
25.92
3.00
37.71
415.21
51.92
223.99
9.50
34.29
(60.91)
0.56
39.90
91.69
57.60
62.33
169.32
9.25
37.95
30.49
159.73
22.75
Total
1,503.49
1,260.77
Associate Company:
b
ote
309.64
309.64
9.94
9.94
-
Sneha Arts
Think Walnut Digital Private Limited
Vistaas Digital Media Private Limited
Shemaroo Films Private Limited
Sale of Goods & Services
Shemaroo Entertainment (UK) Pvt. Ltd.
Dividend
Buddhichand Maroo
Raman Maroo
Atul Maru
Jai Maroo
Hiren Gada
Vinod Karani
Hemant Karani
Bipin Dharod
Ketan Maru
Harakhchand Gada
Technology and Media Group PTE. Ltd.
Salaries
Bipin Dharod
Hemant Karani
Ketan Maroo
Harakhchand Gada
Vinod Karani
Smita Maroo
Mansi Maroo
Madhuri Gada
ir i ar
Kranti Gada
55.21
55.21
-
0.57
0.33
0.21
0.41
0.16
166.12
24.03
22.07
16.95
29.95
29.42
0.57
0.33
0.21
0.41
0.16
188.46
24.52
22.52
17.31
31.69
7.47
24.05
24.05
6.17
24.05
24.05
6.17
4.63
23.02
82.03
82.03
Mar
2014
Mar
2015
Mar
2015
Mar
2014
Key Management
Personnel As on
Subsidiaries
As on
Particulars
13.25
-
12.86
9.51
3.35
-
Relatives of Key
Management
Personnel As on
Mar
Mar
2015
2014
The Nature of significant related party transactions and the amounts involved are as follows: -
ote
9.11
9.11
-
214.88
104.01
9.11
9.11
-
162.90
Entities having
common control
As on
Mar
Mar
2015
2014
121.25
-
121.25 83.28
23.02
4.63
24.52
22.52
17.31
31.69
0.57
0.33
0.21
0.41
0.16
9.11
201.71
24.05
24.05
6.17
121.25
309.64
9.94
9.94
91.14
645.78
9.51
3.35
7.47
24.03
22.07
16.95
29.95
29.42
0.57
0.33
0.21
0.41
0.16
9.11
178.98
24.05
24.05
6.17
55.21
55.21
91.14
104.01
246.18
Associate
Total As on
Company As
on
Mar
Mar Mar 2015 Mar 2014
2015
2014
Remuneration to Directors
Raman Maroo
Atul Maru
Hiren Gada
Interest Paid (on Loans)
Raman Maroo
Atul Maru
Hiren Gada
Buddhichand Maroo
Jai Maroo
Smita Maroo
Advances / Loans Given during the year
Ankit Singh
Directors Sitting Fees
Jai Maroo
Buddhichand Maroo
Particulars
230.90
95.75
4.40
236.58
48.22
147.47
113.29
224.19
1.23
222.96
-
260.76
20.52
322.04
9.52
9.50
9.50
1,034.28
1.00
11.26
11.26
391.20
304.97
124.21
21.30
1.97
-
1.15
1,114.98
744.90
0.63
3.09
116.35
42.11
42.11
32.12
57.72
21.94
116.57
42.19
42.19
32.19
130.94
50.45
62.60
1.36
0.52
0.40
0.20
0.20
Mar
2015
Mar
2014
Mar
2015
139.36
1.80
1.50
1.50
0.14
0.14
29.40
40.28 44.50
230.90
9.50
1,309.66
246.08
20.52
322.04
9.52
1.80
4.40
1,114.98
744.90
1.15
48.22
116.57
42.19
42.19
32.19
130.94
50.45
62.60
1.36
0.52
1.00
1.50
1.50
235.59
1.23
222.96
11.26
0.14
465.10
147.47
113.29
304.97
124.21
21.30
1.97
260.76
0.63
3.09
116.35
42.11
42.11
32.12
57.72
21.94
Relatives of Key
Entities having
Associate
Total As on
Management
common control Company As
Personnel As on
As on
on
Mar
Mar
Mar
Mar
Mar
Mar
Mar Mar 2015 Mar 2014
2014
2015
2014
2015
2014
2015
2014
13.63
13.63
1.20
0.40
1.20
0.40
0.20
0.40
0.20
Key Management
Personnel As on
Subsidiaries
As on
Raman Maroo
Hiren Gada
Others
95.75
- 10,000.00 12,100.00
- 10,000.00 10,000.00
- 10,000.00
10,000.00
- 10,000.00 12,100.00
- 10,000.00 10,250.00
-
- 50,000.00
Mar
2014
79.69
6.00
115.30
174.46
15.75
54,450.00
Mar
2015
434.94
Mar
2015
Mar
2014
Key Management
Personnel As on
Subsidiaries
As on
Atul Maru
Hiren Gada
Jai Maroo
Raman Maroo
Smita Jai Maroo
Sneha Arts
Think Walnut Digital Private Limited
Vistaas Digital Media Private Limited
Shemaroo Films Private Limited
Personal Guarantees Taken against Bank
L oans
Atul Maru
Buddhichand Maroo
Jai Maroo
Particulars
- 10,000.00
- 10,000.00
-
- 10,000.00
- 10,000.00
- 10,000.00
12,100.00
10,250.00
-
12,100.00
10,000.00
10,000.00
Relatives of Key
Entities having
Associate
Total As on
Management
common control Company As
Personnel As on
As on
on
Mar
Mar
Mar
Mar
Mar
Mar Mar 2015 Mar 2014
2015
2014
2015
2014
2015
2014
434.94
79.69
6.00
115.30
174.46
15.75
9.92
23.77
9.92
23.77
- 129.44
5.63
129.44
5.63
44.50
44.50
95.75
- 50,000.00 54,450.00
31-Mar-15
1.11
1.11
(` in lacs)
31-Mar-14
1.26
1.26
31-Mar-15
53.95
10.39
0.20
(` in lacs)
31-Mar-14
10.39
250.96
95.65
107.81
31-Mar-15
(` in lacs)
31-Mar-14
2013-14
5
3,311,620
10.39
2012-13
5
3,311,620
10.39
31-Mar-15
1,755.16
1,755.16
(` in lacs)
31-Mar-14
1,509.15
1,509.15
31-Mar-15
(` in lacs)
31-Mar-14
9.50
-
6.00
1.50
0.41
19.91
The fi
re mentione a o e are e cl
7.50
2.54
1.25
18.79
i e of er ice Ta
2.32 Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
The Company has not received any information from the suppliers regarding their status under the Micro Small and
Medium Enterprises Development Act, 2006 & hence, they have been included under Trade Payables.
2.33 Custom duty and interest thereon aggregating `
The same is included in Short Term Loans & Advances.
ai
2.34 An amount of ` 7,15,959/- standing as Current Liability in the balance sheet is an amount pending to be repaid to the
bidders of the initial public offer of equity shares of the Company which is held and maintained by HDFC Bank Limited, Fort
Branch, Mumbai, Refund Bankers to the IPO.
31-Mar-15
31-Mar-14
9.19%
II
9.00%
PS: 0 to 42 : 3%
PS: 0 to 42 : 3%
17.04
17.04
157.57
151.22
12.07
30.93
a t er ice Co t
non e te
a t er ice Co t
enefit
e te
enefit
enefit
ai
(12.94)
(0.72)
9.35
(35.93)
206.05
157.57
(` in lacs)
Particulars
III Changes in Fair Value of Plan Assets
31-Mar-15
31-Mar-14
16.00
14.49
(12.94)
(0.72)
0.19
0.04
0.22
191.92
16.19
Contributions
enefit ai
0.22
(12.94)
(0.72)
191.92
(14.13)
22.26
0.19
0.04
33.17
(25.25)
0.19
0.04
(9.35)
35.93
14.52
Experience History
(Gain)/Loss on obligation due to change in Assumption
Experience (Gain)/ Loss on obligation
Actuarial Gain/(Loss) on plan assets
VI
0.19
0.04
(9.16)
35.97
(9.16)
35.97
206.05
157.57
e te
enefit
enefit
a t er ice Co t non e te
eco ni e
a t er ice Co t
nreco ni e
e te
enefit
enefit
a t er ice Co t non e te
enefit
191.92
Funded Status
(14.13)
22.26
et
a t er ice Co t non e te
ia ilit
enefit
(14.13)
22.26
31-Mar-15
31-Mar-14
Particulars
IX Expense recognized in the Statement of Profit and Loss
Current Service Cost
30.93
Interest cost
12.07
a t er ice Co t
non e te
(16.00)
(14.49)
9.16
(35.97)
45.23
(7.45)
et ia ilit
(22.26)
(14.59)
Expenses as above
45.23
(7.45)
a t er ice Co t
nreco ni e
e te
enefit
enefit
a t er ice Co t non e te
enefit
ain
Contribution paid
Clo in
XI
et ia ilit
(0.22)
14.13
(22.26)
Revised ScheduleVI
Current Liability
on C rrent ia ilit
14.13
191.92
157.57
tion lan
reco ni e a e
en e i a
n er
Particulars
Employer's Contribution to Provident Fund
31-Mar-15
49.37
31-Mar-14
37.21
49.37
37.21
31-Mar-15
31-Mar-14
75.24
155.15
161.01
235.00
488.60
463.73
The management believes that the ultimate outcome of these proceedings will
not ha e a material a er e effect on the Com an financial o ition an
results of operations.
2.37 Others
re io
ear fi
re are rearran e or re ro
here er nece
re entation
Raman Maroo
Managing Director
D
Atul Maru
Jt. Managing Director
D
K.J. Dandeker
Partner
em er hi
o
Ankit Singh
Com an ecretar & Com liance Officer
em er hi
o
Hiren Gada
Whole Time Director & CFO
D
Place : Mumbai
Date: 6th May, 2015
Place : Mumbai
Date : 6th May, 2015
88
for
the
Consolidated
2.
ii.
89
Place:Mumbai
Date: 06th May, 2015
K.J. Dandeker
Partner
Membership No. 018533
90
ii
e laine to
in entorie to the e tent a lica le
ha e een h icall erifie
rin the erio
the
management at reasonable intervals. In our opinion,
the fre enc of ch erification i rea ona le
Name of the
statute
ncome Ta ct
Nature of Dues
Amount (in `)
ncome Ta
1,077,790
iii The ro
oe not ha e an acc m late lo e at the en of the financial ear an ha not inc rre ca h lo
financial ear an in the imme iatel rece in financial ear
i
91
e in the
lanation
i en to
ociate ha e not i en an
arantee for
hereof i re icial to the intere t of the
ii D rin the co r e of o r e amination of the oo an recor of the ro an it a ociate carrie o t in accor ance
ith enerall acce te a itin ractice in n ia an accor in to the information an e lanation i en to
e ha e
neither come across any instances of material fraud on or by the Company, noticed or reported during the period, nor have
we been informed of any such case by the management.
For M.K. Dandekar& Co
Chartered Accountants
(ICAI Reg. No. 000679S)
Place: Mumbai
Date: 06th May, 2015
K.J. Dandeker
Partner
Membership No. 018533
92
II.
Note
As at
March 31, 2015
(` in lacs)
As at
March 31, 2014
2.1
2.2
2,718.22
29,017.21
31,735.44
1,984.89
15,460.62
17,445.51
2.3
2.4
2.5
32.15
682.61
54.00
768.77
1,008.86
847.90
62.21
1,918.97
2.6
2.7
2.8
2.9
10,540.84
1,648.33
3,388.85
766.14
16,344.17
48,848.38
14,114.53
3,064.46
3,800.77
892.15
21,871.92
41,236.40
2,870.07
79.99
1,680.19
713.22
4.50
5,347.96
3,318.27
92.74
894.33
611.18
4.50
4,921.02
28,868.48
12,682.97
246.60
1,702.37
43,500.41
48,848.38
20,050.90
14,055.39
92.55
1,899.90
216.63
36,315.38
41,236.40
Total
ASSETS
(1) Non-current assets
(a) Fixed assets
(i) Tangible assets
(ii) Intangible assets
(b) Non-current investments
(c) Long term loans and advances
(d) Other non-current assets
2.10
2.11
2.12
2.13
2.14
2.15
2.16
2.17
2.18
Total
Significant Accounting Policies Notes to the Financial Statements
1&2
Raman Maroo
Managing Director
D
Atul Maru
Jt. Managing Director
D
K.J. Dandeker
Partner
em er hi
o
Ankit Singh
Com an ecretar & Com liance Officer
em er hi
o
Hiren Gada
Whole Time Director & CFO
D
lace
m ai
Date th a
lace
Date
th
m ai
a
93
(` in lacs)
Note
2.19
32,345.08
26,460.79
Other Income
2.20
126.42
73.33
32,471.49
26,534.12
2.21
29,107.53
22,217.91
2.22
(8,823.41)
(5,402.47)
2.23
1,850.17
1,853.62
Financial costs
2.24
2,120.72
1,922.80
Depreciation
2.10
367.71
296.43
Other e
2.25
Particulars
INCOME
I.
Total Revenue
EXPENDITURE
Direct O erational
en e
Changes in inventories
m lo ee enefit e
II.
en e
en e
Total Expenses
Profit before tax
(I - II)
1,520.94
1,296.52
26,143.65
22,184.81
6,327.84
4,349.31
2,359.25
1,293.25
Tax expense:
(1) C rrent ta
-
ncome Ta
Wealth Ta
(2) Deferre ta
(3) Ta in re
2.4
in
ociate Com an
0.52
0.89
(165.29)
340.34
27.33
10.95
4,106.03
2,703.88
(14.14)
11.96
4,091.89
2,715.84
2.1
17.35
13.68
(2) Diluted
2.1
17.35
13.68
1&2
Raman Maroo
Managing Director
D
Atul Maru
Jt. Managing Director
D
K.J. Dandeker
Partner
em er hi
o
Ankit Singh
Com an ecretar & Com liance Officer
em er hi
o
Hiren Gada
Whole Time Director & CFO
D
lace
m ai
Date th a
lace
Date
th
m ai
a
94
6,327.84
4,349.31
367.71
296.43
2,121.00
1,923.25
Interest Income
(103.31)
(65.47)
Dividend Income
(13.77)
(0.90)
22.75
0.08
38.68
(25.28)
(9.31)
18.23
2.28
11.85
(5.46)
(2.46)
6.88
2.30
8,755.30
6,507.35
1,685.10
(6,424.49)
Inventories
(8,817.57)
(5,191.22)
(1,840.27)
4,018.64
(217.44)
(1,089.71)
(2,774.77)
(847.00)
(2,992.21)
(1,936.71)
(22.32)
0.34
(221.63)
(188.77)
Dividend Income
13.77
0.90
Interest Income
103.31
65.47
(3.00)
(800.00)
(33.77)
(960.64)
(125.05)
Particulars
A. CASH FLOW FROM OPERATING ACTIVITIES:
et rofit efore Ta
Adjustments to reconcile profit before tax to cash provided by
operating activities:
De reciation & morti ation e
Financial
rofit
en e
en e
on ale of Tan i le Fi e
nreali e Forei n
chan e
ain
et
o
ai
ref n
et
from ale of fi e a
rcha e of Fi e a
development
et incl
et
in Ca ital W
an
ntan i le a
et
n er
95
10,860.65
(976.71)
984.63
ncrea e
(3,539.92)
3,166.34
(99.24)
(99.24)
(16.87)
(16.87)
(2,121.00)
(1,923.25)
(69.95)
4,106.90
2,041.66
154.05
(20.10)
92.55
112.65
246.60
92.55
Dividend Paid
Ta on Di i en
Financial
namorti e
ai
en e
en e
ai to ar
F n
ai in
Raman Maroo
Managing Director
D
Atul Maru
Jt. Managing Director
D
K.J. Dandeker
Partner
em er hi
o
Ankit Singh
Com an ecretar & Com liance Officer
em er hi
o
Hiren Gada
Whole Time Director & CFO
D
lace
m ai
Date th a
lace
Date
th
m ai
a
96
1 Background
Shemaroo Entertainment Limited was incorporated under the laws of India on December 23, 2005.
i) The Com an ha the follo in
i iarie a ociate com an
Subsidiary/Associate concern
Date of
Place of
Proportion of effective
Incorporation
Incorporation
ownership as on
31st Mar 2015 31st Mar 2014
Shemaroo Entertainment Inc.
15th March, 2007
Wholly owned Subsidiary
Shemaroo Entertainment (UK) Pvt. Ltd
8th July, 2009
Wholly owned Subsidiary
Shemaroo Films Pvt. Ltd
31st October, 2012
Wholly owned Subsidiary
Vistaas Digital Media Private Limited
17th September,
Associate Company
2009
a.
b.
United States of
America
United Kingdom
100%
100%
100%
100%
India
100%
100%
India
50%
50%
c.
d.
e.
f.
g.
h.
Depreciation Rates
Shemaroo Entertainment (UK)
Pvt. Ltd
33.33%
Intangible assets
Intangible Assets are recorded at acquisition cost and in
case of assets acquired on merger at their carrying values.
We ite ran are reco ni e a ntan i le
et if it i
e ecte that ch a et
ill enerate f t re economic
enefit an amorti e o er their ef l life not e cee in
fo r ten ear or e timate
ef l life hiche er i lo er
Borrowing costs
Borrowing cost includes interest, amortization of ancillary
costs incurred in connection with the arrangement of
orro in an e chan e ifference ari in from forei n
c rrenc orro in to the e tent the are re ar e a an
adjustment to the interest cost.
Borrowing costs directly attributable to the acquisition,
construction or production of an asset that necessarily
takes a substantial period of time to get ready for its
i.
97
98
j.
k.
l.
p.
nreco ni e
eferre
ta
a et
t reco ni e
nreco ni e eferre ta a et to the e tent that it ha
become reasonably certain or virtually certain, as the
ca e ma e that fficient f t re ta a le income ill e
a aila le a ain t hich ch eferre ta a et can e
realized.
The carr in amo nt of eferre ta a et are re ie e
at each reporting date. The company writes-down the
carr in amo nt of eferre ta a et to the e tent that
it is no longer reasonably certain or virtually certain, as
the ca e ma
e that
fficient f t re ta a le income
ill e a aila le a ain t hich eferre ta a et can e
reali e
n
ch rite o n i re er e to the e tent
that it becomes reasonably certain or virtually certain, as
the ca e ma e that fficient f t re ta a le income ill
be available.
Deferre ta a et an eferre ta lia ilitie are off et
if a le all enforcea le ri ht e i t to et off c rrent ta
a et a ain t c rrent ta lia ilitie an the eferre ta
a et an
eferre ta e relate to the ame ta a le
entit an the ame ta ation a thorit
Earnings per share
Basic earnings per share are calculated by dividing the
net rofit or lo
for the erio attri ta le to e it
shareholders by the weighted average number of equity
shares outstanding during the year.
For the purpose of calculating diluted earnings per share,
the net rofit or lo for the erio attri ta le to e it
shareholders and the weighted average number of shares
outstanding during the year are adjusted for the effects of
all dilutive potential equity shares.
q.
r.
s.
99
Provisions
A provision is recognized when the company has a present
obligation as a result of past event, it is probable that an
o t o of re o rce em o in economic enefit ill e
required to settle the obligation and a reliable estimate
can be made of the amount of the obligation. Provisions
are not discounted to their present value and are
determined based on the best estimate required to settle
the obligation at the reporting date. These estimates are
re ie e at each re ortin
ate an a
te to re ect
the current best estimates.
Contingent Liabilities and Contingent Assets
A contingent liability is a possible obligation that arises
from a t e ent ho e e i tence ill e confirme
the
occurrence or non-occurrence of one or more uncertain
future events beyond the control of the company or a
present obligation that is not recognized because it is not
ro a le that an o t o of re o rce
ill e re ire to
settle the obligation. A contingent liability also arises in
e tremel rare ca e
here there i a lia ilit that cannot
be recognized because it cannot be measured reliably.
The company does not recognize a contingent liability but
i clo e it e i tence in the financial tatement
Contin ent
et are not reco ni e in the financial
statements since this may result in the recognition of
income that may never realise.
Unamortised Expenses - Share Issue Expenses
The
namorti e
en e
hare
e
en e
incl e ario
e en it re inc rre
the Com an
towards fund raising through public issue of equity shares
of the Company (IPO). The said amount has be writtenoff against the balance appearing in Securities Premium
account.
100
Notes
(` in lacs), except as otherwise stated
As at
As at
March 31, 2015 March 31, 2014
Note 2.1
Share Capital
Authorised Share Capital:
Equity shares, `
ar al e
3,000.00
3,000.00
2,718.22
1,984.89
2,718.22
1,984.89
ar al e
The Company has only one class of shares referred to as equity shares having a par value of `10 per share. Each shareholder
of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to approval
of harehol er e ce t in ca e of interim i i en n the e ent of li i ation the hare hol er are eli i le to recei e the
remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding.
i)
Equity Shares
As at March 31, 2015
Number
(` in lacs)
Number
(` in lacs)
19,848,904
1,984.89
19,848,904
1,984.89
7,333,335
733.33
27,182,239
2,718.22
19,848,904
1,984.89
Equity Shares
As at March 31, 2015
No. of Shares
held
% of Holding
No. of Shares
held
% of Holding
48,09,520
17.69%
48,09,520
24.23%
48,09,520
17.69%
48,09,520
24.23%
35,75,320
13.15%
35,75,320
18.01%
18,22,840
6.71%
18,22,840
9.18%
16,40,520
6.04%
16,40,520
8.27%
12,34,200
6.22%
23,40,000
8.61%
1,89,97,720
69.89%
1,78,91,920
90.14%
101
Aggregate number of shares allotted as fully paid-up pursuant to the contracts without payment being received in cash
is NIL
b)
ere i
c)
e
e a
it hare
on on
ere i
e a
th arch
on on th
in the ratio of
in the ratio of
an
it
hare
er
tatement of
rofit an
attri
ta le to
it
4,091.89
2,715.84
23,585,891
19,848,904
17.35
13.68
10.00
10.00
Weighted Average number of equity shares used as denominator for calculating EPS
Note 2.2
Reserves & Surplus
As at
As at
March 31, 2015 March 31, 2014
a.
4,213.50
4,213.50
10,127.31
14,340.81
4,213.50
1,869.72
1,800.11
104.52
69.60
1,974.24
1,869.72
8.04
(2.07)
9,379.47
6,849.35
4,091.89
2,715.84
(280.12)
13,191.24
9,565.18
(104.52)
(69.60)
(326.19)
(99.24)
(66.41)
(16.87)
12,694.13
9,379.47
29,017.22
15,460.62
ec ritie
b.
General Reserve
As per last Balance Sheet
Tran ferre from
r l
in tatement of rofit an
c.
d.
Surplus
ro riation
Ta on ro o e Di i en
Total
102
32.15
8.86
32.15
8.86
1,000.00
1,000.00
32.15
1,008.86
Total
Nature of Security and terms of repayment for Long Term secured borrowings:
Nature of Security
Terms of Repayment
ii) Film Financing from bank amounting to ` NIL lacs (March 31,
`
lac i ec re
fir t char e on all tan i le
and intangible assets at present and future, all revenues
an recei a le of the
ecifie film ne ati e an
er onal
guarantee of two promoter directors.
Note 2.4
Deferred tax liability (Net)
As at
As at
March 31, 2015 March 31, 2014
Deferred Tax Liability
elate to Fi e
llo ance
et
n er the ncome Ta
ct
Total
427.58
545.90
255.03
302.00
682.61
847.90
Note 2.5
Long term provisions
As at
As at
March 31, 2015 March 31, 2014
Provision for Employee Benefits
Provision for leave Encashment
Total
54.00
62.21
54.00
62.21
103
6,662.91
9,625.76
2,111.65
1,138.57
2,111.65
1,138.57
1,034.28
375.45
732.00
1,803.00
- Related Parties
15.75
- Others
1,156.00
1,766.28
3,350.20
10,540.84
14,114.53
Total
Note 2.7
Trade payables
As at
As at
March 31, 2015 March 31, 2014
Trade Payables
Total
1,648.33
3,064.46
1,648.33
3,064.46
Note 2.8
Other current liabilities
As at
As at
March 31, 2015 March 31, 2014
(a) Current Maturities of Long-Term debt (Secured)
Term Loan from Banks
26.32
15.37
3,122.50
3,180.00
45.91
38.48
3.19
46.00
190.93
520.93
3,388.85
3,800.77
104
14.13
2.61
0.67
10.07
0.01
27.50
11.85
3.72
0.68
5.89
0.01
22.16
345.53
326.19
66.41
0.52
738.64
766.14
752.99
99.24
16.87
0.89
869.99
892.15
Gross Block
Additions Dedcutions
As on
As on
31-March-2015 01-Apr-2014
Depreciation
For the year Deductions
Net Block
As on
As on
As on
31-March-2015 31-March-2015 31-March-2014
Tangible Assets
981.96
981.96
158.01
15.99
174.00
807.96
823.95
Office
il in
4,076.71
107.39
0.61
4,183.42
1,910.25
468.14
0.16
2,378.17
1,805.25
2,166.45
F rnit re & Fi t re
414.96
0.84
415.80
232.51
74.25
306.76
109.04
182.45
278.61
79.33
108.84
249.10
133.20
42.90
74.82
101.28
147.82
145.41
5,752.23
187.56
109.45
5,830.28
2,433.97
601.28
74.98
2,960.21
2,870.07
3,318.27
Motor Vehicle
Total Tangible Assets (A)
Intangible Assets
Software
228.17
34.07
262.23
135.42
46.82
182.25
79.99
92.74
228.17
34.07
262.23
135.42
46.82
182.25
79.99
92.74
5,980.40
221.63
109.45
6,092.51
2,569.39
648.11
74.98
3,142.46
2,950.06
3,411.01
5,592.27
160.34
0.53
5,752.24
2,166.65
267.34
0.10
2,433.97
3,318.27
3,425.61
186.55
41.62
228.17
106.33
29.09
135.42
92.74
80.22
5,778.82
201.96
0.53
5,980.40
2,272.99
296.43
0.10
2,569.39
3,411.01
3,505.83
il in nc l e ` 98,000 (Previous Year ` 98,000) in shares of Co-operative Housing Societies with right to hold and use certain area of Buildings.
105
45.00
ill
1,016.39
1,016.39
hare of o
(191.20)
(177.06)
870.19
884.33
re io
oo
e
ear
it
hare of `
each f ll
ai
each f ll
ai
of The
5.00
5.00
ii)
each f ll
ai
of The
5.00
5.00
800.00
810.00
10.00
1,680.19
894.33
1,680.19
894.33
No of Units
7,935,799.383
10.0809
Total
Aggregate amount of unquoted investments
Note 2.12
Long term loans and advances
As at
As at
March 31, 2015 March 31, 2014
(a) Security Deposit
Unsecured Considered Good
110.68
78.76
110.68
78.76
599.65
526.64
2.89
1.86
3.91
602.54
532.42
713.22
611.18
en e
Total
106
As at
As at
March 31, 2015 March 31, 2014
4.50
4.50
month
Total
4.50
4.50
Note 2.14
Inventories
(a) Copyrights
(b) Movies under Production
(c) DVDs, VCDs & ACDs
Total
As at
As at
March 31, 2015 March 31, 2014
28,407.83
19,392.65
287.88
472.76
172.77
185.49
28,868.48
20,050.90
Note 2.15
Trade receivables - Current
As at
As at
March 31, 2015 March 31, 2014
Unsecured, Considered good unless otherwise stated
a) More than Six months
b) Other receivables
Total
666.34
12,016.63
12,682.97
644.37
13,411.02
14,055.39
Note 2.16
Cash and cash equivalents
As at
As at
March 31, 2015 March 31, 2014
(a) Balances with Bank
On Current Accounts
Deposit with original maturity of less than three months
(b) Cash on Hand
(c) Other Balances with Bank
Deposit with maturity of Less than 12 months but more than 3 months
Deposit with maturity of more than 12 months
Total
134.13
11.79
33.17
20.62
13.14
67.56
33.12
246.60
23.56
2.06
92.55
Note 2.17
Short-term loans and advances
As at
As at
March 31, 2015 March 31, 2014
(a) Other loans and advances
Withhol in an Other Ta e
ecei a le
166.06
162.90
1,208.90
1,530.67
107
tom
Central
ci e
thoritie
en e
Loans to employees
Total
241.28
106.91
62.99
60.10
23.14
39.32
1,702.37
1,899.90
1,702.37
1,899.90
Note 2.18
Other current assets
namorti e
en e
ro o e
hare
e
Total
en e
As at
As at
March 31, 2015 March 31, 2014
216.63
-
216.63
Note 2.19
Revenue from operations
Year ended
Year ended
March 31, 2015 March 31, 2014
30,618.83
24,297.89
878.38
1,351.33
(c)
693.37
664.10
154.50
147.47
32,345.08
26,460.79
Total
Note 2.20
Other Income
Year ended
Year ended
March 31, 2015 March 31, 2014
103.31
65.48
(a) Interest
(b) Dividend
0.84
0.90
12.93
0.77
(d) Others
8.57
6.95
126.42
73.33
Total
Note 2.21
Direct Operational Expenses
Year ended
Year ended
March 31, 2015 March 31, 2014
(a) Purchases
27,376.22
21,216.65
1,731.30
1,001.26
29,107.53
22,217.91
108
Total
Year ended
Year ended
March 31, 2015 March 31, 2014
28,788.51
20,049.21
19,965.10
14,646.74
(8,823.41)
(5,402.47)
Total
Year ended
Year ended
March 31, 2015 March 31, 2014
1,746.58
1,747.89
73.42
75.29
30.17
30.44
1,850.17
1,853.62
Note 2.23
Employee benefit expense
Note 2.24
Financial costs
Year ended
Year ended
March 31, 2015 March 31, 2014
Interest expense
Borrowings
Other Borrowing Costs
Bank & Other Finance Charges
Total
2,040.35
1,869.52
80.37
2,120.72
53.28
1,922.80
Note 2.25
Other expenses
Year ended
Year ended
March 31, 2015 March 31, 2014
6.88
2.30
56.16
84.59
45.07
45.65
0.80
5.00
58.48
25.92
138.70
143.48
3.00
(60.91)
37.71
0.56
417.41
230.61
51.92
62.33
232.29
183.51
9.80
9.45
34.91
37.95
39.90
91.76
28.75
159.73
84.91
22.75
1,520.94
57.60
94.40
30.49
231.07
112.43
0.08
1,296.52
109
Particulars
Key Management
Entities having common
Personnel As on
control As on
Mar 2015
Mar 2014
Mar 2015
Mar 2014
214.88
162.90
27.85
58.89
187.03
104.01
116.57
116.35
42.19
42.11
42,19
42.11
32.19
32.12
188.46
166.12
18.51
18.12
24.52
24.03
22.52
22.07
17.31
16.95
31.69
29.95
23.02
7.47
30.18
29.42
4.63
4.48
16.08
13.63
0.40
1.20
0.20
0.40
0.20
0.80
130.94
57.72
50.45
21.94
62.60
18.01
1.36
0.63
0.52
3.09
14.86
12.08
1.15
1.97
82.03
82.03
9.11
9.11
24.05
24.05
0.21
0.21
17.88
17.88
0.16
0.16
0.33
0.33
8.20
8.20
6.17
6.17
0.41
0.41
Mar 2015
336.13
27.85
187.03
121.25
116.57
42.19
42,19
32.19
188.46
18.51
24.52
22.52
17.31
31.69
23.02
30.18
4.63
16.08
0.40
0.20
0.20
130.94
50.45
62.60
1.36
0.52
14.86
1.15
91.14
24.05
0.21
17.88
0.16
0.33
8.20
6.17
0.41
Mar 2014
246.18
58.89
104.01
83.28
116.35
42.11
42.11
32.12
166.12
18.12
24.03
22.07
16.95
29.95
7.47
29.42
4.48
13.63
1.20
0.40
0.80
57.72
21.94
18.01
0.63
3.09
12.08
1.97
91.14
24.05
0.21
17.88
0.16
0.33
8.20
6.17
0.41
Total As on
Associate Company As
on
Mar 2015
Mar 2014
121.25
83.28
121.25
83.28
-
Note 2.26
b. The Nature of significant related party transactions and the amounts involved are as follows: -
110
Shemaroo Entertainment Ltd.
Raman Maroo
Technology and Media Group PTE.
Ltd.
Vinod Karani
Loans Taken during the year
Atul Maru
Buddhichand Maroo
Jai Maroo
Raman Maroo
Hiren Gada
Other Income
Shemaroo Corporation
Dues from Related Parties
Vinod Karani
Shemaroo Corporation
Dues to Related Parties
Atul Maru
Hiren Gada
Jai Maroo
Raman Maroo
Smita Jai Maroo (Loan)
Sneha Arts
Think Walnut Digital Private Limited
Vistaas Digital Media Private Limited
Personal Guarantees Taken against
Bank Loans
Atul Maru
Buddhichand Maroo
Jai Maroo
Raman Maroo
Hiren Gada
Particulars
21.30
158.46
1.00
11.26
11.26
391.20
79.69
6.00
115.30
174.46
15.75
54,450.00
12,100.00
10,000.00
10,000.00
12,100.00
10,250.00
1,034.28
434.94
8.52
132.82
458.00
50,000.00
10,000.00
10,000.00
10,000.00
10,000.00
10,000.00
0.57
304.97
124.21
0.57
1,114.98
744.90
18.00
20.52
322.04
9.52
9.50
9.50
1.80
1.80
139.36
9.92
129.44
-
1.50
1.50
0.14
29.40
23.77
5.63
-
Key Management
Entities having common
Personnel As on
control As on
Mar 2015
Mar 2014
Mar 2015
Mar 2014
24.05
24.05
9.11
9.11
40.28
40.28
-
44.50
44.50
-
Associate Company As
on
Mar 2015
Mar 2014
-
Note 2.26
b. The Nature of significant related party transactions and the amounts involved are as follows: -
10,000.00
10,000.00
10,000.00
10,000.00
10,000.00
0.57
1,114.98
744.90
18.00
20.52
322.04
9.52
1.80
1.80
9.50
9.50
1,213.91
434.94
8.52
132.82
458.00
9.92
129.44
40.28
50,000.00
Mar 2015
24.05
9.11
12,100.00
10,000.00
10,000.00
12,100.00
10,250.00
0.57
304.97
124.21
21.30
158.46
1.00
1.50
1.50
11.26
11.26
0.14
465.10
79.69
6.00
115.30
174.46
15.75
23.77
5.63
44.50
54,450.00
Mar 2014
24.05
9.11
Total As on
112
ntere t Di co nt rate
Rate of increase in compensation
ate of ret rn e
ecte
on lan a
et
er ice
8.00%
8.00%
9.00%
8.75%
to
157.57
151.22
Interest cost
13.89
12.07
38.18
30.93
enefit
non e te
e te
enefit
enefit
ai
ct arial
ain
on O li ation
(12.94)
(0.72)
9.35
(35.93)
206.05
157.57
179.83
165.81
16.00
14.49
8.83
0.22
(12.94)
(0.72)
0.19
0.04
191.92
179.83
179.83
165.81
16.19
14.52
8.83
0.22
et
Contributions
enefit ai
ct arial ain
on lan a
et
et
(12.94)
(0.72)
191.92
179.83
(14.13)
22.26
0.19
0.04
Experience History
ain
on o li ation
erience
ct arial
VI
8.00%
17.04
a t er ice Co t
9.19%
16.74
a t er ice Co t
IV
PS: 0 to 42 : 3%
ear
III
Assumptions as at
Mortality
II
ain
ain
o
e to chan e in
m tion
on o li ation
on lan a
et
33.17
(25.25)
(23.83)
(10.68)
0.19
0.04
(9.35)
35.93
0.19
0.04
ain
ct arial
ain
O li ation
lan
et
113
(9.16)
35.97
(9.16)
35.97
206.05
157.57
191.92
179.83
Funded Status
(14.13)
22.26
Total
ain
ct arial
ain
nreco ni e
VII
ct arial
ain
at en of erio
e te
enefit
enefit
a t er ice Co t non e te
eco ni e
a t er ice Co t
nreco ni e
e te
enefit
enefit
a t er ice Co t non e te
enefit
nreco ni e
ct arial
nreco ni e
a t er ice Co t non e te
et
IX
et
ia ilit
ain
o
enefit
(14.13)
22.26
38.18
30.93
13.89
12.07
(16.00)
(14.49)
9.16
(35.97)
45.23
(7.45)
(22.26)
(14.59)
45.23
(7.45)
non e te
a t er ice Co t
nreco ni e
e te
enefit
a t er ice Co t non e te
enefit
ain
et
enefit
&
XI
Contribution paid
(8.83)
(0.22)
14.13
(22.26)
14.13
191.92
157.57
49.37
37.21
49.37
37.21
Revised ScheduleVI
Current Liability
Non-Current Liability
Contri
n er
tion lan
reco ni e a e
en e i a
rimar re orta le
ine
r ant to fir t ro i o to
INR
GBP
USD
1.00
99.21
62.59
100.00
33.29
6.26
(4.20)
(181.91)
(9.84)
96.44
94.14
3.65
Name of Associates/
Joint Ventures
S. No.
No of
Shares
1,061.39
Amount of
Investment in
Associates/Joint
Venture
50%
Extend
of
Holding
%
Latest
audited
Balance
Sheet Date
Strategic
investment
Description
of how there
is significant
in uence
Shemaroo Entertainment
Limited is holding only as an
strategic investment and does
not e erci e mana ement
control
96.44
94.14
3.65
rea
(1.52)
(71.31)
(1.96)
248.54
Networth attributable
to Shareholding as
per latest audited
Balance Sheet
309.64
10.24
Profit/
(Loss)
before
Tax
Investments Turnover
included in
Total Assets
of ection
Total
Liabilities
ection
oint ent re
Name of Subsidiary
i iarie
S.
No.
le
(1.52)
(71.31)
(1.96)
(` in lacs)
NIL
NIL
NIL
(14.14)
NIL
Considered
Not
in
Considered in
Consolidation Consolidation
cco nt
(` in lacs)
2.29 The net worth of its Wholly Owned Subsidairy (WOS), Shemaroo Entertainment Inc, USA (SEI) and Shemaroo Entertainment (UK) Private Limited
ha ero e more than
o e er financial tatement of
an
ha e een ra n
on oin concern a i ha in re ar
to various business initiatives undertaken by the management to improve operational performance and viability of the business.
115
te Direct Ta Deman
Di
te
n irect Ta Deman
98.46
75.24
155.15
161.01
235.00
227.48
488.60
463.73
The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the
Com an financial o ition an re lt of o eration
2.32 Previous year figures
re io
ear fi
re are rearran e or re ro
here er nece
re entation
Raman Maroo
Managing Director
D
Atul Maru
Jt. Managing Director
D
K.J. Dandeker
Partner
em er hi
o
Ankit Singh
Com an ecretar & Com liance Officer
em er hi
o
Hiren Gada
Whole Time Director & CFO
D
lace
m ai
Date th a
lace
Date
th
m ai
a
116
NOTES
NOTICE
it
3.
4.
SPECIAL BUSINESS
To con i er an if tho ht fit to a
ith or itho t
mo ification
the follo in re ol tion a an Ordinary
Resolution:
RESOLVED THAT pursuant to the provisions of Sections
149, 150 and 152 and other applicable provisions, if any, of
the Companies Act, 2013 and the Rules made thereunder,
read with Schedule IV of the said Act and Clause 49 of the
Listing Agreement, CA Reeta Shah (DIN 07141304), who
was appointed as an Additional Director of the Company
with effect from March 28, 2015 under Section 161 of
the Companies Act, 2013 and the Articles of Association
of the Com an an
ho hol office
to the ate of
ensuing Annual General Meeting and in respect of whom
the Company has received a declaration that she meets
the criteria for independence as provided in section
149(6) of the Act and a notice in writing under Section 160
of the Companies Act, 2013 from a member proposing
her can i at re for the office of Director e an i here
appointed as an Independent Director of the Company,
n
lanator
tatement
r ant to ection
of
the Companies Act, 2013, relating to Special Business to
e tran acte at the nn al eneral eetin i anne e
hereto. Pursuant to Clause 49 of the Listing Agreement,
relevant details of persons seeking appointment /
re-appointment as directors under item nos. 3, 5, 6, 7 and
of the otice are al o anne e
3.
5.
hare in h
e te
8.
9.
the in tr ction
elo
to
3.
4.
6.
7.
8.
a e
ote
ca t
entl
er D an
or
rinte O erleaf
C. Other Instructions:
The e-voting period commences on Friday,
September 18, 2015 (9:00 a.m. IST) and ends
on Sunday, September 20, 2015 (5:00 p.m. IST).
During this period, members holding shares either
in h ical form or in emateriali e form a on
September 14, 2015 i.e. cut-off date, may cast their
vote electronically. The e-voting module shall be
disabled by NSDL for voting thereafter. Once the vote
on a resolution is cast by the Member, he / she shall
not e allo e to chan e it
e entl or ca t ote
again.
ii)
Mumbai
July 30, 2015
iii
n
er on ho ac ire hare of the Com an
and becomes a member of the Company after the
dispatch of the Notice and holding shares as of
cut-off date, may obtain the login ID and password by
en in a re e t at evoting@nsdl.co.in. However,
if you are already registered with NSDL for remote
i)
Ankit Singh
Com an ecretar & Com liance Officer
(ACS No.: 24463)
Registered Office:
Shemaroo House, Plot No. 18,
Marol Co-op. Industrial Estate,
Marol Naka, Off. Andheri Kurla Road,
Andheri (E), Mumbai 400 059
EXPLANATORY STATEMENT
.
(Pursuant to Section 102 of the Companies Act, 2013)
The following Statement sets out all material facts relating to
the Special Business mentioned in the accompanying Notice:
Item No. 5
The Board of Directors, pursuant to the provisions of Section 161
of the Companies Act, 2013 and based on the recommendation
of the Nomination and Remuneration Committee, appointed
CA Reeta Shah as an Additional Director of the Company with
effect from arch
to hol office
to the ate of the
ensuing Annual General Meeting. The Company has received
notice in writing under the provisions of Section 160 of the
Companies Act, 2013, from a member, along with a deposit of
` 1,00,000/- proposing the candidature of CA Reeta Shah for
the office of n e en ent Director of the Com an
The Company has received from CA Reeta Shah, consent
to act as a Director, a declaration to the effect that she is
not i
alifie
n er
ection
of ection
of the
Companies Act, 2013, and that she meets the criteria of
independence as provided in sub-section (6) of Section 149 of
the Companies Act, 2013.
The resolution seeks the approval of members for the
appointment of CA Reeta Shah as an Independent Director of
the Com an for a term of fi e commencin from arch
2015 pursuant to Section 149 and other applicable provisions
of the Companies Act, 2013 and the Rules made thereunder.
In the opinion of the Board, CA Reeta Shah, the Independent
Director ro o e to e a ointe f lfill the con ition
ecifie in the Com anie
ct
an the i tin
Agreement.
None of the Director, Key Managerial Personnel and relatives
thereof e ce t for C
eeta hah to hom the re ol tion
relates, is interested or concerned in the resolution. The
Board recommends the resolution set forth in Item no. 5 for
the approval of the members.
Follo in i the information re ire n er Cla e
of the
Listing Agreement with respect to appointment of a Director:
Name of the Director
Date of Birth
Director entification
Number
Date of appointment
Brief resume of the
Director including
nat re of e erti e
in ecific f nctional
areas justifying the
appointment
CA Reeta Shah
September 08, 1967
07141304
March 28, 2015
CA Reeta Bharat Shah is a member
of Institute of Chartered Accountants
of India and holds Masters Degree
in Philosophy, Commerce and
Business Administration (HRM).
She also holds Bachelors Degree
in Law (General) and Commerce
on from ni er it of
m ai
At present, CA Reeta is pursuing
h D in Finance from
O
T
Bombay.
he ha o er
ear of e erience
in the fiel
of
cation an
Administration in various capacities.
.CA Reeta is presently a Head of
Department (Accountancy) at SIES
College of Commerce & Economics
and is also the management
faculty at various other renowned
management colleges. With a
tron e erti e in technical matter
she has written articles in various
ma a ine oo
an i a re lar
speaker, panel member and trainer
at various conferences and seminars
by ICAI, Cultural Committees and
other Academic Institutions.
-
Item No. 6
Mr. Raman Maroo was appointed as Managing Director of the
Com an for a erio of fi e ear ith effect from an ar
2011 and his current term as Managing Director would end on
December 31, 2015.
The Board of Directors has re-appointed Mr. Raman Maroo as
Managing Director on the recommendation of the Nomination
an em neration Committee for a f rther erio of fi e ear
ith effect from an ar
on the term an con ition
a
ecifie elo
ect to the a ro al of the em er
Broad particulars of the terms of appointment of and
remuneration payable to Mr. Raman Maroo are as under:
A. Tenure of Appointment:
The appointment of the Managing Director is for period
of fi e ear
ith effect from an ar
B. Salary:
` 3, 52, 000/- per month in the scale of ` 3,00,000 ` 10,00,000.
The annual increments will be effective from 1st April
each year and will be decided by the Board based on the
recommendation of the Nomination and Remuneration
Committee ithin the ai ma im m limit
C. Perquisites:
i) Rent-free residential accommodation (furnished
/ non furnished) or house rent allowance in lieu
thereof, house maintenance allowances together
ith reim r ement of e en e
allo ance for
utilitsation of gas, electricity, water, furnishing, repairs
and maintenance, leave travel concession for self
an famil incl in e en ent me ical e en e
car facility, telephone facility, club fees, personal
acci ent in rance an other er i ite allo ance
as may be decided by the Board from time to time
in accordance with the rules of the Company and
al e of ch er i ite hall not e cee for each
financial ear hi ann al alar
The ai
er i ite an allo ance
hall e
evaluated, wherever applicable, as per the provisions
of the ncome Ta ct
or an r le there n er
or an
tat tor mo ification
or re enactment
thereof in the a ence of an
ch r le
er i ite
and allowances shall be evaluated at actual cost.
ii) The Companys contribution to provident fund,
erann ation f n or ann it f n to the e tent
the e in l or to ether are not ta a le n er the
ncome Ta la
rat it a a le an enca hment of
leaves, as pert the rules of the Company and to the
e tent not ta a le n er the ncome Ta la
hall
not be included for the purpose of the over ceiling of
remuneration.
D. Commission:
n a ition to the alar er i ite an allo ance a et
out above, Mr. Raman Maroo shall be entitled to receive
rem neration a e on net rofit of the Com an in a
artic lar financial ear a ma
e etermine
the
Board of the Company, subject to the overall ceilings
stipulated in Section 197 of the Act.
E. Minimum Remuneration:
f in an financial ear
rin the c rrenc of hi ten re
the Com an ha no rofit or it rofit are ina e ate
then in such event, the Company may pay remuneration
a of alar
er i ite allo ance an commi ion
ect to f rther a ro al a re ire n er che le
of the Com anie
ct
or an mo ification
thereto.
F. Reimbursements of Expenses:
en e inc rre for tra ellin entertainment an other
inci ental e en e inc rre
him in connection ith
the business of the Company; and provision of cars for
e on the Com an
ine an tele hone e en e
at re i ence for official
tie
hall e reim r e at
act al an not con i ere a er i ite
The details of the terms and conditions of the appointment
are set out in the draft Agreement referred to in the
tla
ifin ri ate imite
Shemaroo Films Private Limited;
Mitoch Pharma Private Limited;
Novatech Finvest (India) Private
Limited;
Shemaroo Holdings Private
Limited;
Talwalkars Better Value Fitness
Limited; and
Think Walnut Digital Private
Limited.
Memberships /
Chairmanships of
committees of other
public companies
(includes only
Audit Committee
Stakeholders
Relationship
Committee)
Inter-se
relationships
between Directors
Remuneration last
drawn (` in lacs)
No. of Board
Meetings attended
during the year
or an
tat tor mo ification
or re enactment
thereof in the a ence of an
ch r le
er i ite
and allowances shall be evaluated at actual cost.
ii)
D. Commission:
r t l ar
a a ointe a oint ana in Director of the
Com an for a erio of fi e ear
ith effect from an ar
an hi c rrent term a
oint ana in Director
would end on December 31, 2015.
E. Minimum Remuneration:
f in an financial ear
rin the c rrenc of hi ten re
the Com an ha no rofit or it rofit are ina e ate
then in such event, the Company may pay remuneration
a of alar
er i ite allo ance an commi ion
ect to f rther a ro al a re ire n er che le
of the Com anie
ct
or an mo ification
thereto.
F.
Reimbursements of Expenses:
en e inc rre for tra ellin entertainment an other
inci ental e en e inc rre
him in connection ith
the business of the Company; and provision of cars for
e on the Com an
ine an tele hone e en e
at re i ence for official
tie
hall e reim r e at
act al an not con i ere a er i ite
The details of the terms and conditions of the appointment
are set out in the draft Agreement referred to in the
resolution under Item No. 7 of the Notice. The Agreement
will remain open for inspection by the members at the
re i tere office of the Com an on all or in
a
et een
m an
m e ce t at r a an
Sundays up to the date of the Annual General Meeting.
None of the Director, Key Managerial Personnel and
relati e thereof e ce t for
r
t l
ar an hi
relatives, to whom the resolution relates, are interested or
concerned in the resolution. The Board recommends the
resolution set forth in Item No. 7 for the approval of the
members.
Follo in i the information re ire n er Cla e
of
the Listing Agreement with respect to appointment of a
Director:
Name of the
Director
Date of Birth
Director
entification
Number
Date of
appointment
Brief resume
of the Director
including nature
of e erti e in
ecific f nctional
areas justifying the
appointment
Item No. 8
Mr. Hiren Gada was appointed as Whole Time Director of the
Com an for a erio of fi e ear ith effect from an ar
2011 and his current term as Whole Time Director would end
on December 31, 2015. He was designated as Chief Financial
Officer CFO ith effect from a
The Board of Directors has re-appointed Mr. Hiren Gada
a Whole Time Director & Chief Financial Officer CFO on
the recommendation of the Nomination and Remuneration
Committee for a f rther erio of fi e ear
ith effect from
an ar
on the term an con ition a
ecifie
below, subject to the approval of the Members.
Broad particulars of the terms of appointment of and
remuneration payable to Mr. Hiren Gada are as under:
A. Tenure of Appointment:
The appointment of the Whole Time Director is for period
of fi e ear
ith effect from an ar
B. Salary:
`2,68,000/- per month in the scale of ` 2,00,000 ` 8,00,000.
The annual increments will be effective from 1st April
each year and will be decided by the Board based on the
recommendation of the Nomination and Remuneration
Committee ithin the ai ma im m limit
C. Perquisites:
i) Rent-free residential accommodation (furnished
/ non furnished) or house rent allowance in lieu
thereof, house maintenance allowances together
ith reim r ement of e en e
allo ance for
utilitsation of gas, electricity, water, furnishing, repairs
and maintenance, leave travel concession for self
an famil incl in e en ent me ical e en e
car facility, telephone facility, club fees, personal
acci ent in rance an other er i ite allo ance
as may be decided by the Board from time to time
in accordance with the rules of the Company and
al e of ch er i ite hall not e cee for each
financial ear hi ann al alar
The ai
er i ite an allo ance
hall e
evaluated, wherever applicable, as per the provisions
of the ncome Ta ct
or an r le there n er
or an
tat tor mo ification
or re enactment
ch r le
er i ite
thereof in the a ence of an
and allowances shall be evaluated at actual cost.
ii) The Companys contribution to provident fund,
erann ation f n or ann it f n to the e tent
the e in l or to ether are not ta a le n er the
ncome Ta la
rat it a a le an enca hment of
leaves, as pert the rules of the Company and to the
e tent not ta a le n er the ncome Ta la
hall
not be included for the purpose of the over ceiling of
remuneration.
D. Commission:
n a ition to the alar
er i ite an allo ance a
set out above, Mr. Hiren Gada shall be entitled to receive
rem neration a e on net rofit of the Com an in a
artic lar financial ear a ma
e etermine
the
Board of the Company, subject to the overall ceilings
stipulated in Section 197 of the Act.
E. Minimum Remuneration:
f in an financial ear
rin the c rrenc of hi ten re
the Com an ha no rofit or it rofit are ina e ate
then in such event, the Company may pay remuneration
a of alar
er i ite allo ance an commi ion
ect to f rther a ro al a re ire n er che le
of the Com anie
ct
or an mo ification
thereto.
F. Reimbursements of Expenses:
en e inc rre for tra ellin entertainment an other
inci ental e en e inc rre
him in connection ith
the business of the Company; and provision of cars for
e on the Com an
ine an tele hone e en e
at re i ence for official
tie
hall e reim r e at
act al an not con i ere a er i ite
The details of the terms and conditions of the appointment
are set out in the draft Agreement referred to in the
resolution under Item No. 8 of the Notice. The Agreement
will remain open for inspection by the members at the
Date of Birth
Director
entification
Number
01108194
Date of
appointment
Brief resume
of the Director
including nature
of e erti e in
ecific f nctional
areas justifying the
appointment
Directorships
held in other
public companies
e cl in forei n
companies
and Section 8
Companies)
1.
2.
3.
Memberships /
Chairmanships
of committees
of other public
companies
(includes only
Audit Committee
Stakeholders
Relationship
Committee)
Inter-se
relationships
between Directors
Remuneration last 32.19
drawn (` in lacs)
No. of Board
5
Meetings attended
during the year
Item No. 9
n er the ct
irector ha e een entr te
ith ne
responsibilities to make their role more objective and
purposeful. Keeping in view the enhanced role, responsibilities
and duties of directors, it is considered appropriate that the
remuneration payable to the Directors by the Company should
be commensurate with their increased role, responsibilities
and duties.
The Members of the Company had previously approved the
payment of remuneration by way of commission to Nonec ti e Director not e cee in
of the net rofit of the
Com an for each ear for a erio of fi e ear commencin
from April 01, 2011.
Although the approval is valid until March 31, 2016, the
resolution proposes to seek approval of members in
accordance with Section 197 of the Companies Act, 2013 in
or er to contin e a ment of commi ion to non e ec ti e
directors. The Board of Directors in consultation with the
Nomination and Remuneration Committee may determine
each ear the ecific amo nt to e ai a commi ion to
the non e ec ti e irector
hich hall not e cee
of the
net rofit of the Com an for that ear a com te in the
manner referred to in Section 198 of the Act.
The payment of commission would be in addition to the
sitting fees payable for attending meetings of the Board and
committees thereof, if any.
None of the Directors or Key Managerial Personnel and their
relati e e ce t on
ec ti e Director
are concerne
or intere te in the re ol tion to the e tent of commi ion
payable to them in accordance with the proposed resolution.
The Board recommends the resolution set forth in Item no. 9
for the approval of the members.
10
11
hemaroo o
lot o
arol Co o n l
tate Off n heri rla oa
n heri
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m ai
ATTENDANCE SLIP
TO BE HANDED OVER AT THE ENTRANCE OF THE MEETING HALL
Name of the Member(s) :
Registered Address :
ame of the ro
To e fille in if ro
atten
in tea of the
em er
em er
* Applicable for the members holding shares in electronic form.
OT
em er are re
ro
itori m
i nat re
12
13
PROXY FORM
Form No. MGT. 11
[Pursuant to Section 105(6) of the Companies Act, 2013) and rule 19(3) of the Companies (Management and Administration) Rules 2014]
Name of the member(s):
Registered Address:
E-mail ID:
Folio No. / *Client ID/ *DP ID:
I/We, being the member(s) of
1.
Name:
Address:
E-mail Id:
Signature:
2.
or failing him
Name:
Address:
E-mail Id:
Signature:
3.
or failing him
Name:
Address:
E-mail Id:
Signature:
as my / our pro to atten an ote for me
on m o r ehalf at the th Tenth nn al eneral eetin of the Com an to e hel on on a
e tem er
21, 2015, at 3:00 P.M. at Rama and Sundri Watumull Auditorium, Kishinchand Chellaram College, Dinshaw Road, Churchgate, Mumbai 400 020, and at any
adjournment thereof in respect of such resolutions as are indicated below :
Ordinary Business
1.
2.
3.
4.
Special Business
5.
6.
7.
8.
9.
i nat re of ro
ffi
`1
Revenue
stamp
hol er
Notes :
(1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours
before the commencement of the Meeting.
(2) Notwithstanding the above, Proxies can vote on such other items which may be tabled at the meeting by the shareholders present.
14
NOTES
15
BALLOT FORM
(In lieu of Evoting)
Sr.No:
I/We hereby exercise my/our vote in respect of the Resolution(s) to be passed for the business stated in the Notice of Tenth (10th) Annual
General Meeting of the Company scheduled on Monday, September 21, 2015, by conveying my/our assent or dissent to the said Resolution(s)
by placing the tick (!) mark at the appropriate box below.
No. of
equity shares
Description
Item
No.
1
6
7
I/We assent to
the resolution
(For)
I/We dissent to
the resolution
(Against)
Abstain
Place:
Date:
Signature of Shareholder
NOTE: Kindly read the instructions printed overleaf before filling the form. Valid Ballot Forms received by the Scrutinizer by 5.00 p.m. on September 20,
2015 shall only be considered.
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Address
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8/14/15 3:08 PM