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WhatsInsIde
CORPORATE OVERVIEW
Corporate Information...................................................................................................................

Our Identity ...................................................................................................................................

Our Journey ..................................................................................................................................

From MDs Desk ...........................................................................................................................

Our Edge ......................................................................................................................................

Industry Tailwinds .........................................................................................................................

Financial Highlights ......................................................................................................................

Board of Directors.........................................................................................................................

Business Overview .......................................................................................................................

10

STATUTORY REPORTS
Management Discussion and Analysis .........................................................................................

13

Directors Report ...........................................................................................................................

22

Report on Corporate Governance ................................................................................................

41

FINANCIAL
Standalone Financial Statements .................................................................................................

59

Consolidated Financial Statements ..............................................................................................

88

Shemaroo Entertainment Ltd.

CORPORATE
INFORMATION
BOARD OF DIRECTORS

COMPANY SECRETARY & COMPLIANCE OFFICER


Mr. Ankit Singh

Mr. Buddhichand Maroo


DIN: 00169319
Chairman

STATUTORY AUDITORS
M/s. M. K. Dandeker & Co.

Mr. Raman Maroo


DIN: 00169152
Managing Director

INTERNAL AUDITORS
M/s. Mahajan & Aibara

Mr. Atul Maru


DIN: 00169264
Jt. Managing Director

SECRETARIAL AUDITORS
M/s. Manish Ghia & Associates

Mr. Hiren Gada


DIN: 01108194
Whole Time Director & Chief Financial Officer

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.

Mr. Jai Maroo


DIN: 00169399
Non-Executive Director
Mr. Gnanesh Gala
DIN: 00093008
Independent Director
Mr. Kirit Gala
DIN: 01540274
Independent Director

REGISTRAR & SHARE TRANSFER AGENTS


Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound,
Lal Bahadur Shastri Road,
Bhandup West, Mumbai - 400078
Tel No.:- 022-2594 6970/ 022-25963838

Mr. Vasanji Mamania


DIN: 00013071
Independent Director

REGISTERED OFFICE
Shemaroo House, Plot No. 18,
Marol Co-Op. Indl. Estate, Off Andheri-Kurla Road,
Andheri (East), Mumbai -400 059

Mr. Shashidhar Sinha


DIN: 00953796
Independent Director

CORPORATE IDENTITY NUMBER


L67190MH2005PLC158288

CA Reeta Shah
DIN: 07141304
Independent Women Director

WEBSITE
http://www.shemarooent.com/

Annual Report 2014-15

OUR IDENTITY
Who are we?

Chupke Chupke, Beta, Dil, Disco Dancer, Mughal-e-Azam,

Founded on October 29, 1962, in Mumbai, as a book

Amar Akbar Anthony, Namak Halaal, Kaalia, Madhumati etc.

circulating library, today we are an established integrated

We also have non-film contents and titles in various other

media content house in India with activities across

regional languages like Marathi, Gujarati, Punjabi and

content acquisition, value addition to content and content

Bengali among others.

distribution. Together with film based copyrights and other


entertainment rights, the brand Shemaroo has become

What do we do?

synonymous with quality entertainment.

Currently, we aggregate & distribute content, over which


we have either Perpetual Rights (complete ownership)

Over the years, our Company has successfully adapted to

or Aggregation Rights (limited ownership). The various

changing content consumption patterns by expanding into

mediums of distribution include (i) Television such as

content aggregation and distribution for broadcasting on

Satellite, Terrestrial and Cable Television; (ii) New Media

television platforms. We are continuing the expansion into

platforms consisting of Mobile, Internet, DTH and other

New Media platforms.

applications; (iii) Home entertainment and other media.


Today our content library includes more than 3000 titles.

Today, we are one of the largest independent content


aggregators in Bollywood. Our Content Library consists of
titles spanning recent Hindi films like Jab We Met, Golmaal,
Bhaag Milkha Bhaag, Dedh Ishqiya, The Dirty Picture,
Ishqiya and Hunterr amongst others to evergreens like

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Shemaroo Entertainment Ltd.

OUR JOURNEY

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Annual Report 2014-15

FROM MDS DESK


Dear Shareholders,
I am happy to be writing to you in our first Annual Report

On

post our successful IPO. The financial year of 2014-15 has

media

been a transformational year for the company. We had a

believe that with the

successful listing on the Bombay Stock Exchange (BSE) and

completion of Phase

National Stock Exchange (NSE) in the second half of 2014.

III and Phase IV of

This year has been also our most profitable year as post-tax

digitization

which

profits surged by more than 50% Year on Year to INR 409

represent

larger

mn. This was primarily due to more than 50% year on year

geographical

growth in the new media segment of our business, although

than the first couple of

our larger traditional media business continued to grow at a

Phases, TV viewership will increase multi-fold, which in turn

commendable stable rate of around 18% year on year.

will lead to higher subscription and advertisement revenues

the

traditional
front,

we

spread

for the broadcasters. Hence, we also expect to see a rise


Our key strength has always been in our vast content library,

in broadcasters content acquisition budgets. This growth

which we continue to leverage on various platforms like

would naturally flow into content owners like us.

YouTube. Our viewership and subscriber base on YouTube


has grown significantly and as of March 2015, we were able

In conclusion, our ever-expanding portfolio coupled with our

to generate an average of more than two million views per

disciplined approach towards content acquisition will enable

day. Also, with increasing penetration of smart phones in

us to continue to benefit from the explosive demand. I am

India, our mobile data based revenue continues to improve

amazed at what we have achieved over the past years and

going forward. Whats more, our TVs too are now connected

to this I would like to express my appreciation to our team,

to the internet and are 3D enabled. All of the aforementioned

investors and everyone who have entrusted their confidence

developments

in us.

in

technology

are

accelerating

video

consumption. India is still at a very nascent stage in terms


of internet users and the number is expected to more than

Thank you for your support and unrelenting faith in our

double in the next five years.

endeavours.

Warm Wishes
Raman Maroo

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Shemaroo Entertainment Ltd.

OUR EDGE
De-risked Business Model

Established Brand Name

Brand in existence for 50 years

Large number of titles

The Shemaroo brand has high consumer recall and

Width and depth of distribution Platform

media visibility

Multiple genres and types of content

Diversified Distribution Platform

Strong Industry Relationships

Presence in television, digital & new media, home

entertainment and other media

Managed to create, maintain and build goodwill in the


industry

Distribution reach is a key advantage, as company

Repeated transactions with known names SONY,

is able to offer anytime anywhere entertainment to

STAR, Viacom 18, R.K. Studios, Percept, YouTube,

consumers

Etisalat, Vodafone, Airtel, Reliance Communications


etc.

Experienced Directors and Management Team

Experienced management with in-depth understanding


of the film industry, deep insights on technology and
knowledge of market trends

In-house expertise to manage operations

Vast, Diverse and Growing Content Library

Most Bollywood services that require content would


have at least some content provided from Shemaroo

Content Library of more than 3000 titles spanning


recent Hindi films, evergreens and non-film content

Content Library as on 30th June, 2015


Sr.
No.

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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Annual Report 2014-15

INDUSTRY TAILWINDS
Broadband Infrastructure

Rollout of 4G would enhance the consumption of

Digitization

videos

National Optical Fibre rollout announced by the

due to reduction in carriage fees

government

Technology

Growing availability of sub INR 5,000 smart phones

Improved technology to compress, convert, store, play

Broadcasters will increase investment in programming,

Increase in content acquisition by broadcasters, will


increase the value of the content

Demand for movies to increase, with increase in


number of channels

and forward videos, leading to consumption of content


on more devices

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Shemaroo Entertainment Ltd.

FINANCIAL HIGHLIGHTS
EBITDA (INR mn) and EBITDA Margin

Total Income Revenue (INR mn)


3750

%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

Shemaroo Entertainment AR 2015 - Final.indd 8

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

PAT (INR mn) and EPS

Networth (INR mn) and ROCE


3750

FY14

10.86
206

272

12

235

200

100

0
FY12

FY13
PAT

FY14

FY15

EPS

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Annual Report 2014-15

BOARD OF DIRECTORS
Mr. Buddhichand Maroo, the Chairman, is also the

Mr. Gnanesh Gala, an Independent Director on the board

founder of Shemaroo Entertainment Limited and has been

of the Company, has approximately 32 years of experience

associated with the company since 1962. He has an

in the Educational Publishing Industry. He is the Managing

experience of approximately 53 years, out of which, he has

Director of Navneet Education Limited, a publication and

been associated with Media and Entertainment Industry

stationery company based in Mumbai.

for around 32 years.


Mr. Vasanji Mamania, an Independent Director on the Board
Mr. Raman Maroo, the Managing Director, has an

of the Company, has approximately 53 years of experience

experience of approximately 41 years, out of which he has

in various industrial sectors including Film Processing, Civil

spent around 32 years in Media and Entertainment Industry.

Constructions, Heavy Engineering and Non-ferrous Metals.

He has been instrumental in the Groups expansion into


television rights syndication as well as transformation of

Mr. Shashidhar Sinha, an Independent Director on the

Shemaroo into a content house.

Board of the Company, has approximately 30 years of


experience in media and advertising. He is presently the

Mr. Atul Maru, the Joint Managing Director, has

CEO of Lodestar UM India.

approximately 35 years of experience in the media and


entertainment industry. He is actively involved in the

Mr. Kirit Gala, an Independent Director on the Board of

operations of the Company and has spearheaded various

the Company, has approximately 25 years of business

initiatives including the home video division of the Company.

experience. Mr. Gala is the Managing Director of Gala


Precision Engineering Private Limited.

Mr. Hiren Gada, the Whole Time Director & CFO, has been
associated with the Media and Entertainment Industry for

CA Reeta Bharat Shah, an Independent Women Director on

the last 12 years. He handles the Strategy and Finance

the board of our Company, has over 27 years of experience

functions in the Company.

in the field of education and administration in various


capacities. CA Reeta is presently the Head of Department

Mr.

Jai

Maroo,

the

Non-executive

Director, has

(Accountancy) at SIES College of Commerce & Economics.

approximately 12 years of experience in the Media


and Entertainment Industry. Given his strong technical
background, he is in charge of expanding Shemaroos
reach on newer digital distribution platforms.

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10

Shemaroo Entertainment Ltd.

BUSINESS OVERVIEW
a. Shemaroos role in a movie life cycle:

etc. There is a lower risk in these cycles due to visibility

Theatrical, Television and overseas release generate ~90-

of performance of the movie during first cycle of launch.

95% of the revenues in the first cycle of launch, where

Shemaroo decides on the cost of the content after it is

Shemaroo is not typically present. In the first cycle,

confident of achieving the desired return on Investment at

Shemaroo is present in the ancillary revenue streams

a portfolio level. Shemaroo then distributes this content

like New Media and Home Video movie distribution, which

over different platforms like Broadcasting channels, New

contribute towards the remaining 5% to 10% of the revenues.

Media platforms like YouTube.com and others.

Shemaroo typically participates in the second and

b. Business Model:
Distribution (Monetization Platforms):

subsequent cycles of film monetization. These subsequent


cycles of film monetization have been typically growing

New Media:

due to various factors like increasing advertisement

Media consumption pattern has dramatically changed

spending, digitization and growth in niche movie channels

over the last few years with rising mobile and internet

Complete Ownership Rights

In-House Creation

Perpetual Rights
Complete ownership rights for distribution across all
geographies, platforms and perpetual periods

Limited Ownership Rights

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

Shemaroo Entertainment AR 2015 - Final.indd 10

Traditional Media
Broadcast Syndication: Satellite, Terrestrial, Cable
Home Video: VCD, DVD, Blu-Ray
Others: Inflight, Overseas etc.

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Annual Report 2014-15

11

penetration and emergence of newer distribution

Film broadcasting is one the most popular programming

platforms due to digitization. Internet & Mobile

formats on television and continues to be one of the

Platforms, Digital Cable, DTH, IPTV etc., are changing

major revenue drivers for television channels. There

the very fabric of this ever evolving industry. Shemaroo

is an ever increasing demand for compelling content

has been a thought leader in the transformation of the

with a steady increase in the number of new television

industry from the physical format to the digital format.

channels as well as niche Hindi movie channels


commanding a strong viewership share of 17%, in

Shemaroo is a content provider to leading internet

Hindi speaking market, second only to Hindi GECs.

entertainment destinations like YouTube, Spuul, Apple

However, with only 200-250 Hindi films released each

iTunes, Google Play etc. and several other services like

year, of which the ratio of successful films is limited,

internet connected televisions, internet connected set

there is a shortage of content.

top boxes and applications running on mobile devices.


We have also been working closely with telecom

Cable television licensing is another revenue stream

operators like Airtel, Tata Teleservices, Reliance

wherein an increasing number of cable operators are

Communication, Idea, etc. to ensure adequate

licensing rights of our content. Apart from Cable

distribution and marketing of our products which

Television, we also license content for broadcasting on

includes caller ring back tones, wallpapers, imagery,

terrestrial television network.

videos, games, full songs, celebrity chats, amongst


others. We are extracting quality and consumable

The home video vertical has been the face of our

videos from our huge library of films as well as

Company for decades and has helped build the

aggregating content from other players. At Rs 4,350

Shemaroo brand. We have a product presence

crore in advertising and over 40 per cent growth rate,

across 2,000+ retails stores across 75+ towns and

digital is now big enough to merit serious attention.

cities (Planet M, Music World, Crossword, Landmark,


Reliance Retail, etc). In addition to this, we have

Traditional Media:

distributed Indian movies across the globe through

Broadcast syndication rights to television channels

various distribution platforms due to the growing

continues to be one of our major revenue generating

demand amongst both ethnic and non-ethnic audiences

activities contributing more than 50% of our revenue in

abroad. We also license airborne rights of our content

each of last five years. Over the last five years, we have

for in-flight entertainment to a number of airlines.

distributed more than 1000 films for broadcasting on


television networks.

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12

Shemaroo Entertainment Ltd.

YouTube: A case study of New Media Business


Shemaroo was one of the first few companies in India to
partner with YouTube by providing content to be shown on
their online platform. Today, we have over 30 channels on
YouTube, which attracts over 70 million monthly views,
which has increased from less than 10 million views a few
years ago. One of our most viewed and popular channels
Filmi Gaane has seen phenomenal growth over the
years and has over 500,000 subscribers. This huge base
of subscribers has catapulted Shemaroo into the list of
top 10 most viewed channels on YouTube. YouTube has
recently launched a feature that allows users to download
the videos and watch them offline on mobile devices for
48 hours, which will help us monetize our content more
efficiently, by allowing users to move past the challenges
of data connection, speed and cost to enjoy buffer free
experience in watching videos.

YouTube Views (Monthly Views in Lakhs)


800.0
700.0
600.0
500.0
400.0
300.0
200.0
100.0

Shemaroo Entertainment AR 2015 - Final.indd 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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Annual Report 2014-15

13

MANAGEMENT
DISCUSSION & ANALYSIS
Global Economy Overview:

experience the highest growth in 2015 amongst the BRICS

Global Economic growth in 2014 was little subdued,

countries. The growth outlook for other BRICS countries

continuing a pattern of disappointing growth over the past

remains subdued.

several years. Growth picked up only marginally in 2014,


to 2.6 percent, from 2.5 percent in 2013. Geographical

Russias economic growth has been severely hurt as a

break-down of these headline numbers show increasingly

result of sanctions imposed by the United States (US) and

divergent trends in major economies.

the European Union (EU) and low oil prices. The country
is expected to enter recession in 2015. Weak growth is

While activity in the United States and the United Kingdom

expected in South Africa and Brazil as well.

has gathered momentum due to the revival in labour market


condition along with the fact that monetary policy remains

Several major forces are driving the global outlook: soft

extremely accommodative, the recovery has been muted in

commodity prices; persistently low interest rates but

the Euro Area and Japan as legacies of the financial crisis

increasingly divergent monetary policies across major

linger, intertwined with structural bottlenecks.

economies; and weak world trade. In particular, the sharp


decline in oil prices since mid-2014 will support global

China is expected to see a growth slowdown as a result

activity and help offset some of the headwinds to growth

of structural reforms and a sustained housing crisis.

in oil-importing developing economies. However, it will

Disappointing growth in other developing countries in

dampen growth prospects for oil-exporting countries, with

2014 clearly shows the weak external demand. Moreover,

significant regional repercussions.

domestic policy tightening, political uncertainties and


supply-side constraints were other key factors causing the

Overall, global growth is expected to rise moderately,

growth to slow-down.

to 3.0 percent in 2015, and average about 3.3 percent


through 2017. High-income countries are likely to see

India appears to be on a steady growth path as a result of

growth of 2.2 percent in 2015-17, up from 1.8 percent in

macroeconomic reforms pursued by the new government,

2014, on the back of gradually recovering labour markets,

increasing

business

subsiding fiscal consolidation, and still-low financing costs.

confidence, and easing inflation. India is expected to

In developing countries, as the domestic headwinds that

foreign

investments,

Shemaroo Entertainment AR 2015 - Final.indd 13

booming

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14

Shemaroo Entertainment Ltd.

held back growth in 2014 ease and the recovery in high-

(ER&D) export revenue from India is expected to reach US$

income countries slowly strengthens, growth is projected to

37-45 billion by 2020, from an estimated US$ 12.4 billion

gradually accelerate, rising from 4.4 percent in 2014 to 4.8

in FY14, according to Nasscom.

percent in 2015 and 5.4 percent by 2017. Lower oil prices


will contribute to diverging prospects for oil-exporting and

Furthermore, the US$ 1.2 trillion investment that the

-importing countries, particularly in 2015.

government has planned for the infrastructure sector in the

Source: (International Monetary Fund, World Economic

12th Five-Year Plan is set to help in further improving the

Outlook Recovery Strengthens, Research & Markets,

export performance of Indian companies and the Indian

Business Wire)

growth story, which will consequently improve the overall

Indian Economy Overview:

Indian economy.

India has become one of the most attractive destinations

According to the renowned rating agency Fitch, India is the

for investment owing to favourable government policies

only BRIC country, where growth will accelerate, to 8% in

and reforms in the past few months. The approval of

FY16 and 8.3% in FY17, based on revised data series.

foreign direct investment (FDI) in several sectors has

The agencys earlier forecasts were 6.5% for 2015-16 and

allowed investments to pour into the economy. According

6.8% for 2016-17, based on the old series.

to the data provided by Department of Industrial Policy and


Promotion (DIPP), the cumulative amount of FDI inflows in

A plenty of policy initiatives taken by the new Government

the country in the period April 2000-September 2014 was

is likely to have a positive effect on real GDP growth,

US$ 345,073 million.

including structural reforms and some fiscal and monetary


policy loosening. However, the impact of such measures

The International Monetary Fund (IMF) estimated that the

takes time to show up in higher growth.

countrys economy is likely grow at 7.2% in FY15 and will


exceed combined total of Japan and Germany by 2019.

Globally, Fitch expects GDP to grow by 2.7% in FY16 and 3%

Using Indias new GDP series, the IMF expects growth to

in FY17, up from an estimate of 2.5% in FY15. Growth will

pick up to 7.2% this fiscal year and accelerate further to

accelerate in 2015-16 in all of the three largest advanced

7.5% next year, making India the fastest growing large

economies for the first time since 2010, while emerging

economy in the world.

markets will continue to slow, due primarily to recession in


Russia and Brazil and the structural adjustment in China.

Sectors projected to do well in the coming years include

Source: (IBEF, International Monetary Fund, World Economic

automotive, technology, life sciences and consumer

Outlook Recovery Strengthens, Fitch rating Agency)

products. Engineering and research and development

Shemaroo Entertainment AR 2015 - Final.indd 14

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Annual Report 2014-15

Media and Entertainment


Industry:

15

in popularity of digital media continued to surge in 2014


with a significant growth in digital advertising of 44.5% over
2013. Digital media growth is expected to be the strongest

The Indian Media & Entertainment (M&E) industry is

in coming years with an expected 5 year CAGR of more

expected to grow at a CAGR of 13.9%, to grow from INR

than 30%.

1,026 bn in 2014 to reach INR 1,964 bn by 2019, a growth


rate that is almost double that of the global M&E industry.

Entry restrictions for foreign companies have also been


relaxed and Foreign Direct Investment (FDI) caps have been

The television segment dominates the entertainment

recently increased in key sectors, including Direct-To-Home

industry, accounting for 45% of the market share in terms

(DTH) and radio. Mandatory digitization of the countrys TV

of revenues, which is expected to grow further to 50% by

distribution infrastructure has spurred the growth of digital

2018. Digitization of cable, along with changing consumer

cable and DTH, and created the need for these companies

preferences for type of content and medium of content

to fund their expansion.

consumption, will drive growth in the coming years. At


the same time, traditional media continued to exhibit

Companies that understand and adapt to the economic

healthy growth rates, with the television sector continuing

and social fabric of the countrys operating environment

on its path of cable digitization, advertising across media

and that invest in tailored content and services are likely to

buoyed by general election spends, and the emergence

maximize their success.

of e-commerce as a significant new category. The growth


The Indian Media and Entertainment industry: Size and Projections
Overall industry
size (INR billion)
(For Calendar
Years)

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%

Print

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%

Animation and VFX

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%

Source: KPMG in India analysis.

Shemaroo Entertainment AR 2015 - Final.indd 15

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16

Shemaroo Entertainment Ltd.

Traditional Media:

Digitization of Traditional Media:

Growth in Traditional Media:

A major factor contributing to this growth is the on-going

It is estimated that the value of the television industry in

digitization of C&S households which began in October

India is estimated at around INR 475 bn in 2014, and is

2012 when the Government of India launched the Digital

expected to grow at a CAGR of 15.5% to reach around INR

Addressable System (DAS) ordinance. DAS would enable

975 bn by 2019. In terms of number of TV households,

consumers to access an increased number of channels,

India is ranked second only to China with 168 mn TV

along with high-quality video and audio content. DAS has

households in total representing a 61% penetration. Of

been designed to be rolled out in four phases across the

these 168mn TV households, around 139mn (or 82% of

country of which two have been completed (see table).

total) are paid Cable & Satellite (C&S) subscribers. Over


the next four years, paid C&S subscribers are expected to

However, the resultant increase in the much-awaited

grow to 175 mn, implying a 90% household penetration.

addressability, improvement in economics, and increase


in monetisation for Multi System Operators (MSOs) and

In addition to growth in subscribers, the subscription

broadcasters continued to dodge the industry in 2014.

revenue is expected to grow at an annualized rate of

Moreover, larger geographical spread of Phase III and IV

16% for the next few years. This growth rate is expected

cities coupled with shortage of funding requirements and

to outperform the 14% growth rate that is expected from

low potential for Average Revenue per User (ARPUs) is

advertising revenue.

expected to make it more challenging for the DAS rollout


in these phases. Hence, the Ministry of Information

This growth in traditional media would result in an increase

Broadcasting (MIB) has extended the deadlines for

in demand for content across genres ultimately benefitting

implementation of Phase III and IV to 31st December,

the content owners.

2015 and 31st December 2016 respectively.


Status of digitisation Dec 2014

Phase

Regulatory date for


shutdown

No. of paid C&S


subs* (million)

Non-digitised subs
(million)

Digitisation including DTH *

Phase I

12-Jun

12.0

1.0

>90% (100% excluding Chennai)

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

Shemaroo Entertainment AR 2015 - Final.indd 16

8/14/15 3:08 PM

Annual Report 2014-15

17

In the long run, the content owners would benefit from the

ground, the rest of the films took a beating either in terms

digitization drive with an increase in number of channels

of price or ability to sell the title. There were very few

and consequent increase in content demand.

bulk deals and certain films, despite crossing INR 1 bn at


the box office, were unable to find buyers. Nonetheless,

Movie segment of Traditional Media:

industry experts remain optimistic on big budget movies,

Modernization of C&S households seems to be translating

stressing that their C&S rights will still be bought but

into moderation in the competition among broadcasters to

probably at a lower price.

acquire C&S rights of Hindi movies. As a result the upper


limit for a single film deal has increased significantly from

Advertising Spending:

INR 200 mn to INR 750 mn, with broadcasters buying C&S

In television, advertising saw strong growth, driven by

rights before movie releases and in bulk deals.

the positive shift in the macroeconomic environment,


the general election spends, and the emergence of

In fact, production houses are now taking their films like 3

e-commerce as a significant new advertising spender,

Idiots, Two States, Jodhaa Akbar etc. to new markets many

followed by mobile handset companies, while some

years after their release in India. Jodhaa Akbar was one

of the traditional large advertisers such as FMCG and

of the first Hindi movies to be viewed on Turkish television

automobile saw renewed growth. The total TV advertising

and on MBC (Middle East Broadcasting Centre). The Italian

market is estimated to have grown at 14% last year and is

television network, Rai, used to premiere Hindi movies on

expected to continue to grow at a similar pace until 2019.

weekends. Similarly, in Germany, Hindi movies found an

As per industry discussions, elections are expected to

audience on TV and home video. South Korean and German

have contributed INR 4 bn to TV ad revenues in 2014,

women love Indian movies and its stars. Whats more, even

excluding which TV advertising grew 11% on a like-to-like

regional films are fast catching the fancy of Indians living

basis. On the other hand, companies in the e-commerce

abroad. More than a dozen movies in an array of languages

space are said to have spent INR 7.5 bn to INR 10 bn on

Punjabi, Tamil, Telugu, Bhojpuri, Bengali and Marathi are

advertising across media, mostly on account of spends

scheduled for overseas launch this summer.

by popular private equity funded sites such as Flipkart,


Snapdeal, Jabong, Olx, and Quickr.

However, selecting which movie to air has become trickier


due to lacklustre performance of some box office hits

Regulatory Concerns:

on television and bland performance of a few big budget

Telecom Regulatory Authority of India (TRAI) had passed a

movies. This has necessitated television broadcasters

regulation in March 2013 that restricted advertisements

to become more strategic with their films acquisition

to 12 minutes per hour while allowing for advertisements

budgets, significantly impacting the C&S rights of most

only during breaks of live sporting events, and prohibiting

films . While prices of A-category films continued to hold

partial advertisements. It also required broadcasters to

Shemaroo Entertainment AR 2015 - Final.indd 17

8/14/15 3:08 PM

18

Shemaroo Entertainment Ltd.

submit details of advertisements carried on their channels

New Media:

in a specified format to TRAI.

Internet in India:
The Internet in India took more than a decade to move from

While several Hindi entertainment channels implemented

10 million to 100 million users and three years to move from

the rule, the News Broadcasters Association (NBA),

100 to 200 million users. In 2014, there were 281 million

independent

regional

Internet users in India and it is expected to reach 640 mn

broadcasters appealed against the TRAIs order in the

by 2019 a CAGR of 18% (in contrast, TV viewership is

Delhi High Court. The Delhi High Court passed an interim

expected to grow by a CAGR of 3% till 2019). Currently,

order prohibiting the TRAI from taking any coercive action

India has the third largest Internet user base in the world

against channels not following the ad-cap regulations.

but it is estimated that in near future India will overtake the

music

channels

and

several

US as the second largest user base after China. This rapid


While the legal proceedings on implementation of the 12

rate of adoption is fuelled by the availability of low-cost

min ad cap continued, the I&B ministers statement that

smart phones and dropping data plan tariffs. However, the

the government is not keen on implementing the ad cap

internet penetration at about 19% is much lower compared

came as welcome move for many broadcasters, especially

to internet penetration across other countries.

those with ad-dependent business models.

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%

Key Drivers of Growth

foreign investments, as they continue their customer


acquisition spree. In 2015, automobile, BFSI, and mobile
handset businesses are expected to perform better than in
previous years and therefore increase ad spends on TV. The
rate cut by the Reserve Bank of India (RBI) is expected to
stimulate the banking and finance sector which will result

Improving
quality of
curated online
content

Increasing
investments by
Telco operators
in data
infrastructure

Push for
favourable
regulations
from industry
bodies

in higher ad spend. Thus overall TV advertising is expected


to grow at 13 % this year. The implementation of the
viewership measurement system by Broadcast Audience
Research Council (BARC) in 2015, will likely impact the way
advertising spend is allocated among different genres and

Increase in
mobile screen
sizes and quality
of display

Falling handset
prices
Growing middle
class population

channels, due to inclusion of new markets and increase in


sample size.

Shemaroo Entertainment AR 2015 - Final.indd 18

8/14/15 3:08 PM

Annual Report 2014-15

19

For around 93% of the respondents in urban India the

Digital Video:

primary use of Internet is search, followed by online

Content preferences are fast changing, thus requiring

communication and social networking. However, in rural

industry players to modify strategies accordingly as seen

India, entertainment is the primary reason for Internet

from shift towards regional content, HD content and

usage, followed by communication and social networking.

innovative programming etc. There is a strong demand for


flexibility in terms of timing, volume of content consumed

A trend that is unique to India is that users who access

and place of consumption.

the Internet only through a mobile or tablet device will


constitute around 75% of new users and 55% of the

Share of video in Internet data traffic is expected to rise

aggregate user base in 2015, leading to increased demand

from about 41% in FY2012 to 64% in FY2017. An increasing

for content that is optimized for a small screen. Presently,

number of users appear to be accessing content via mobile

smart phone penetration in India is around 10%. This is

handsets and tablets, as against PCs. In India, consumer

much lower than average global smart phone penetration

Internet video traffic is expected to reach 1.4 Exabyte per

of 25%, allowing for a considerable upside. Also the 3G

month in 2017, up from 121 petabytes per month in 2012.

base in India grew by approximately 98% and touched an


estimated 67 million in 2014.

Currently 29% of smart phone owners in India are regular


users of video/movies apps while 60% of smart phone

Internet enabled smart phones in India,

users are likely to watch videos on mobile internet. As

2014(E)2019(P)

per research, mobile video traffic in India could reach 190

500

435

400

369

million GB per month by 2016, up from 22.7million GB


per month in 2013. Growth drivers include wider range of
content, increasing smart phone base and change in user
behaviour resulting in higher streaming of video content.

299

300
Millions

249
188

200
116

100

For instance, Indian smart phone users on average already


spend 3 hours and 18 minutes daily on their smart phones
compared to 2 hours and 8 minutes on TV.

YouTube continues to take the lions share of online video


in India, accounting for more than 50% of all online videos
watched. Given the low internet penetration and high data
charges in India, YouTube has also recently enabled the

0
2014 (E) 2014 (E) 2014 (E) 2014 (E) 2014 (E) 2014 (E)
(Source: FICCI-KPMG, Indian M&E Industry Report 2015.Page: 98)

Shemaroo Entertainment AR 2015 - Final.indd 19

feature to watch some videos offline on its mobile app for


up to 48 hours after download.

8/14/15 3:08 PM

20

Shemaroo Entertainment Ltd.

While revenues from digital delivery of videos are still very

before, in between or post the actual video) the most

small, the industry is not discounting the future potential

preferred medium, attracting major share of the overall

and is making investments to capitalise on it. So far,

video ads revenue. For categories like FMCG, consumer

monetization of on-demand content has been through

durables, electronic gadgets and even Bollywood, releasing

advertising, but scope for subscription and pay-per-view

only television commercials (TVCs) without anything for

revenues for premium, value-added and exclusive content

digital media has become a thing of the past.

is promising. In the medium term, as internet accessibility


improves further, there will be increasing demand for

Video has outperformed all the other online ad formats by

customised and premium content in India.

garnering the highest CAGR of 56% (2012-2014), leading


to spend of INR 330 cr in 2014 and is expected to grow as

Devices used to access apps in India


0.5%, Laptops

0.5%, Others

marketers sentiment are shifting positively towards online


video portals, that give higher engagement, visibility, and
add to brands recall value.

29%, Tablets

Digital Ad Spend Mix:


0.5%, Others

3%, Email

30%, Search

70%, Mobile

18%,Social
Media

Recent trends in New Media:


The online advertising market in India is estimated to be

14%, Mobile

23%, Display

around INR 43.5 bn in 2014, which grew by around 44.5%


over last year. Advertising by local as well as national
players is on the rise on regional channels as regional

Future Outlook:

channels are expected to grow at a faster pace than Hindi

Even as competition is heating up among the existing

channels.

players in the digital video space, there are several other


players waiting in the wings: Amazon plans to launch music,

In digital media, the advertisers are readily opting for forced

video, and video streaming services in 2015, Reliance Jio

view format (in-stream) ads which have made the standard

is also expected to launch an on-demand content platform

in-stream ad format (5 seconds skip able short ads placed

along with its 4G launch, RelaTv a joint venture between

Shemaroo Entertainment AR 2015 - Final.indd 20

8/14/15 3:08 PM

Annual Report 2014-15

21

Relativity Media and B4U will launch a digital streaming

on various video platforms and enable content owners to

platform, etc.

monetise their content by providing advertisers reach in


the targeted demographic for their brands.

While traditional broadcasters and films producers are trying


to port TV content and movies to digital, the emergence of

For all the convenience and flexibility of streaming content

made-for-internet content, with some independent content

on to smart phones and tablets, the viewing experience

creators creating a large and loyal audience. This has

on a high-definition large screen TV will likely remain

coincided with the emergence of Multi-Channel Networks

unmatched. While smart TVs are one way for consumers

(MCNs) in India. MCNs are entities that affiliate with

to watch on-demand content on TVs, globally the market

multiple channels on video platforms such as YouTube

is shifting towards over-the-top (OTT) devices/Internet set-

and offer assistance to the channels in many areas such

top-boxes (STBs). Overall, with the emergence of multiple

as product, programming, funding, cross-promotion, and

platforms in the digital video space, increase in the internet

partner and audience development. MCNs basically help

& broadband reach, there is bound to be an increase in

independent content creators to create differentiated

overall content demand which is a healthy sign for the

content, achieve significant distribution of this content

content owners.

Shemaroo Entertainment AR 2015 - Final.indd 21

8/14/15 3:08 PM

22

Shemaroo Entertainment Ltd.

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

Tran fer to eneral e er e


Proposed Dividend
Di i en Di tri tion Ta
Review of Operations
D rin the ear n er re ie
the tan alone e en e
from Operations & Other Income increased to `
Lacs as against `
ac in the re io
ear an the
Consolidated Revenue from Operations & Other Income
increased to `
ac a com are to `
ac in
the previous year.
o r Com an ha a tan alone ro th ith a et rofit after
tax of `
ac a com are to the et rofit after ta of
`
ac in the re io financial ear an a con oli ate
ro th ith a et rofit after ta of `
ac a com are
to the et rofit after ta of `
ac in the re io
financial ear
Subsidiaries and Associate Companies
on arch
o r com an ha
t o forei n
holl o ne
i iar com anie
namel
hemaroo
ntertainment
C
an
hemaroo ntertainment
ri ate imite
One n ian holl o ne
i iar
com an
hemaroo Film
ri ate imite an
One
ociate com an
i taa Di ital e ia ri ate imite

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

Management Discussion and Analysis


etaile
ana ement Di c
of this report.

ion an

e ort

e
nal

i form

art

Initial Public Offering (IPO)


It is a moment of immense pride that your Company has
cce f ll com lete the nitial
lic Offerin
O of
it e it hare The cce of o r O ha ho n
the
tr t & confi ence that o r c tomer
ine
artner an
markets are having in the brand Shemaroo.
D rin the financial ear n er re ie
o r Com an ma e
an nitial
lic Offerin of
e it hare of face
value of `10 per equity shares at a price of `170 per equity
share including a share premium of `160 per equity share
aggregating to `
lac The Com an al o offere a
discount of 10% (i.e. `
to all etail n i i al i er The
i i
e a o ene on e tem er
an clo e on
e tem er
The O a a oo re on e acro
ario cate orie of
investors and overall our issue was subscribed 7.90 times.
etail n i i al i er
ota a
cri e
time
and Non institutional bidders quota was subscribed 9.11 times
alifie n tit tional i er e cl in anchor in e tor
ota a
cri e
time an nchor in e tor
ota
was subscribed 1 times.
The e it hare of the Com an are li te on
De i nate
toc
chan e an
ational toc
of India Limited.
The ann al li tin fee for the financial ear
been paid.

imite
chan e
ha

Utilisation of funds rai e thro h nitial


lic Offerin
O
of equity shares to fund working capital requirements is as
follows.
(` In Lacs)
Particulars

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

it hare ca ital of Com an for the financial ear en e


arch
The final i i en on e it
hare if a ro e
the
mem er
o l in ol e a ca h o t o of `
ac
including dividend distribution tax.
Appropriations - Transfer To General Reserve
We propose to transfer `
ac to the eneral re er e o t of
the amount available for appropriation and amount of `
ac i ro o e to e retaine in the rofit an lo acco nt
Capital Structure
D rin the Financial ear
o r Com an ha
ma e an nitial
lic Offerin of
e it hare of
face value of `10 each for cash at a price of `170 per equity
share including a share premium of `
er e it hare
aggregating up to `
lac The i
e con tit te
of the f ll il te o t i
e ai
ca ital of o r com an
ccor in l the Com an
i
e
cri e an
ai
share capital of the Company increased from `
to `
Of the total ai
hare ca ital of the Com an
i
hel
romoter an
romoter ro
all in emateriali e
form The alance i e
of the total ai
hare ca ital
of the Company is held by persons other than Promoters
an
romoter ro
of hich
of hare are hel in
dematerialized form.
Number of meetings of the Board
D rin the financial ear n er re ie fi e
oar meetin
ere hel For etail of the meetin of the oar
lea e refer
to the Cor orate o ernance re ort hich form art of thi
report.
Directors & Key Managerial Personnel
At present your Companys Board of Directors has an
o tim m mi of
ec ti e an
on
ec ti e Director O t
of total Ten
Director the oar com ri e of Three
ec ti e Director
ie T o
ana in Director an
One
Whole Time Director & CFO T o
on
ec ti e
on n e en ent Director an Fi e
on
ec ti e
n e en ent Director incl e
one Women Director The
Chairman of the oar i a on
ec ti e Director relate to
the romoter an accor in l
alf
of the oar con i t
of Independent Directors.
i) Appointment of Independent Directors
In accordance with the provisions of the Companies
ct
the Com an ha 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
on the oar of o r Com an on
t
r ant to the ro i ion of ection
of the ct an an
other a lica le ro i ion of the Com anie
ct
with respect to the Independent Directors which came in
to effect from ril
the oar of irector eci e
to adopt the provisions with respect to appointment and
tenure of Independent Directors which is in consonance
ith the ro i ion of the Com anie ct
an the
i tin
reement a amen e
ccor in l the oar in it meetin ate
ril
subsequently approved by the shareholders in its Extra

Shemaroo Entertainment Ltd.

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)

Chief Financial Officer (CFO):


r ant to the ro i ion of ection
of Com anie
ct
the Com an a re ire to a oint a Whole
Time e
ana erial er onnel a the Chief Financial
Officer of the Com an
ccor in l
ee in in ie the com liance of the
ro i ion of the Com anie
ct
the oar
a ointe
r iren a a Whole Time Director of the
Com an a the Chief Financial Officer of the Com an
e i nate a Whole Time Director
Chief Financial
Officer

iii) Key Managerial Personnel:


r
ct

ant to the ro i ion of ection


of Com anie
rea
ith
le
of the Com anie
ointment an
em neration er onnel
le
your Company has noted the appointment of the following
Whole Time e
ana erial er onnel of the Com an in
it oar
eetin ate
o em er
r aman aroo
ana in Director
r t l ar
t ana in Director
r iren a a Whole Time Director & CFO
r ino
arani
ice re i ent of the roa ca t
Syndication and Content Acquisition division.
r emant arani
ice re i ent of the t io
division
r i in Dharo
ational ea for ar etin an
ale of the ome i eo i i ion
r etan ar
ea of the Film ro ction i i ion
mita aroo
ea of the nimation i i ion
r ara hchan
a a
ea of cco nt i i ion
an i aroo Co ro cer in the Film i i ion
ranti a a
i tant ice re i ent in e
e ia an Technolo ie i i ion
r n it in h Com an ecretar & Com liance
Officer
iv) Retirement by Rotation:
r ant to the ro i ion of ection
of the Com anie
ct
an a lica le r le thereto
r t l
ar
t ana in Director of the Com an i lia le to retire
rotation at the en in
nn al eneral eetin an
ein eli i le
ee
re a ointment
o r Director
recommen hi re a ointment for o r a ro al
v)

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

appreciation for the valuable contributions made by him


during his tenure as an Independent Director on the Board
of the Company.
vi) Appointment:
The
oar
recommen
the a ointment of
C
eeta harat hah
ho a a ointe a an
itional Director of the Com an ith effect from arch
r ant to the ro i ion of ection
of the
Com anie ct
to hol office till the ate of nn al
eneral eetin an in re ect of hom the Com an
has received a requisite notice in writing from a member
ro o in C
eeta harat hah for a ointment a an
Independent Director of the Company.
re ire
n er Cla e
of the i tin
reement
entere
ith toc
chan e the information incl in
rief rofile
of the Director ro o e for a ointment
an re a ointment are mentione at len th in the otice
of en in nn al eneral eetin
vii) Declarations:
The Com an ha recei e
eclaration from all the
n e en ent Director of the Com an n er
ection
of ection
confirmin that the meet ith the
criteria of in e en ence a re cri e n er
ection
of ection
of the Com anie ct
an n er
Cla e
of the i tin
reement entere
ith the toc
chan e a amen e
viii) Board performance evaluation:
r ant to Cla e
of the i tin
reement an
the Com anie
ct
the Com an ha form late
Nomination and Remuneration Policy for the purpose of
erformance e al ation of n e en ent Director
oar
Committees and other individual directors which includes
criteria for erformance e al ation of the non e ec ti e
directors and executive directors.
The
omination an
em neration Committee ha
evaluated the annual performance of the Board and that
of it committee in i i al irector Chairman an
n e en ent Director an the ame ha een a ro e
and considered by the Board in its meeting.
ix) Familiarization of Independent Directors:
Your Company has put in place a structured induction and
familiarization programme for the Independent Directors.
The Com an thro h ch ro ramme familiari e the
n e en ent Director
ith a rief ac ro n of the
Com an nat re of the in
tr in hich it o erate it
ine mo el o eration an ma e the n e en ent
Director a are a o t their role re on i ilitie an
lia ilitie a er Com anie ct
an other a lica le
laws.
The familiari ation ro ramme for n e en ent Director
ha een etaile in Cor orate o ernance hich form
part of the Annual Report.
The familiari ation ro ramme for Independent Directors
in term of ro i ion of Cla e
of the i tin
Agreement is uploaded on the website of the Company
an can e acce e thro h the follo in lin http://
www.shemarooent.com/?p=Code_of_Conduct.

nn al

e ort

Public Deposits

1.

D rin the Financial ear


o r Com an ha
not accepted any deposit within the meanin of ection
an
of the Com anie ct
rea
ith the Com anie
cce tance of De o it
le

in the preparation of the Annual Accounts for the year


en e
arch
the a lica le cco ntin
Standards have been and that no material departures
have been made from the same.

2.

the Directors have selected such Accounting Policies


and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
at the ear en e
arch
an of the rofit of the
Company for that period;

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

Auditors and Auditors Report


-

Statutory Auditors:
n accor ance

ith the ro i ion of the Com anie ct


Dan e er & Co Chartere cco ntant
Firm e i tration o
ere re a ointe a
the tat tor
itor of the Com an to hol office from
the conclusion of the 9th nn al eneral eetin
upto the conclusion of the 11th
of the Com an to
e hel in the ear
ect to ratification of their
a ointment
the em er at e er
hel after the
9th
re ire
n er the ro i ion of ection
of
the Com anie
ct
the Com an ha recei e
a ritten con ent from
Dan e er & Co
Chartered Accountants to their appointment and a
Certificate to the effect that their a ointment if ma e
o l
e in accor ance ith the Com anie
ct
and the Rules framed thereunder and that they satisfy
the criteria ro i e in ection
of the Com anie ct
The em er are re e te to ratif the a ointment of
the Statutory Auditors as aforesaid and to authorize the
oar to fi their rem neration
The
tat tor
it
e ort
alification re er ation or a
part of the Annual Report.
-

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.

Directors Responsibility Statement


r ant to the re irement n er ection
Com anie ct
ith re ect to Director
tatement the Director here confirm that

c of the
on i ilit

that the Directors have prepared the Annual Accounts for


the ear en e
arch
on a oin concern a i
the Director ha e lai
o n internal financial control
to be followed by the Company and that such internal
controls are adequate and are operating effectively; and
6.

the Directors have devised proper systems to ensure


compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

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

Shemaroo Entertainment Ltd.

and resolving risks associated with the Companys business.

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

it Committee com ri e of the follo ing members

Name of Member Designation


r nane h ala Chairman
r irit ala
em er
r iren a a
em er

Nature of Directorship
Independent Director
Independent Director
Executive Director

The etaile co e an f nction are i en in the Cor orate


o ernance e ort
Risk Management Policy
r

ant to the ro i ion of ection


of the Com anie ct
o r Com an ha a o te the olic an roce re
ith re ar to ri
mana ement The Com an ha lai
down the framework to identify risks inherent in any business
o eration of the Com an an ro i e
i eline to efine
mea re re ort control an miti ate the i entifie ri
Thi
Policy ensures the sustainable business growth with stability
an to romote a ro acti e a roach in re ortin e al atin

n term of Cla e of the i tin


reement the Con tit tion
of i
ana ement Committee a not a lica le rin the
financial ear
Sexual Harassment Policy
The Com an ha in lace olic on e al ara ment in line
ith the re irement of the e al ara ment of Women at
Wor lace re ention rohi ition an
e re al ct
All employees are covered under this policy. Your Company
has constituted Complaints Committee to redress complaints
received regarding sexual harassment. During the year under
re ie no com laint
ere recei e in thi re ar
Internal Control System and Compliance Framework
The Com an ha an nternal Control
tem commen rate
ith i e cale an it o eration The nternal Financial
controls are adequate and are operating effectively so as to
en re or erl an efficient con ct of
ine o eration
n re ar
to the afore ai
o r com an ha a ointe
aha an & i ara a nternal
itor of the Com an The
nternal
itor carr o t a it co erin inter alia monitorin
and evaluating the adequacy of internal control systems in the
com an it com liance ith o eratin
tem acco ntin
procedures and policies and submit their periodical internal
audit reports to the Audit Committee. Based on the Internal
it re ort an re ie of the
it Committee o r com an
undertakes necessary actions in their respective areas.
The oar ha al o
t in lace re i ite le al com liance
framework to ensure compliance of all the applicable laws and
that ch
tem are a e ate an o eratin efficientl
Managerial Remuneration and Particulars of Employees
The information re ire
r ant to the ro i ion of ection
of the Com anie ct
rea
ith
le
of the
Com anie
ointment an
em neration of ana erial
er onnel
le
i a en e a
nne re
an
forms part to the Directors report of this Annual Report.
n term of the ro i ion of ection
of the Com anie
ct
rea
ith
le
an
of the Com anie
ointment an
em neration of ana erial er onnel
le
no em lo ee ere in recei t of rem neration of
` 60 lacs or more per annum and ` lac or more er month
ence no e arate i clo re i ma e
the Com an in
this regard.
Your Company has paid the remuneration to all the Directors
e
ana erial er onnel
m lo ee a
er the
Nomination and Remuneration Policy.
Corporate Governance
Your Company is committed to maintain the highest standards
of cor orate o ernance the internal o ernance olicie
are well documented and the Company has put in place a
formali e
tem of Cor orate o ernance ettin o t the
tr ct re roce e an
ractice of o ernance ithin the
Company.
The e ort on cor orate o ernance a
ti late
n er
Cla e
of the i tin
reement form art of the nn al
Report.

nn al

The re i ite certificate from the


racticin Com an
ecretarie confirmin com liance ith the con ition of
corporate governance as stipulated under the aforesaid
Cla e
i attache to the e ort on cor orate o ernance
Significant and material Orders passed by the Regulators/
Courts, if any
There are no i nificant material or er passed by the
e lator
Co rt
hich o l im act the oin concern
status of your Company and its future operations.
Conservation of Energy, Technology Absorption and
Foreign Exchange
Your Company consumes power to the extent required in
administrative functions. Considering Companys business
acti itie information re ire n er ection
m of the
Com anie ct
rea
ith the Com anie Di clo re of
artic lar in the Director
e ort
le i not a lica le to
the Company.
1.

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

Foreign Exchange Earnings & Outgo


Details of foreign exchange earnings and outgo during
the ear are i en in ote
an
of the Financial
Statements forming part of Annual Report.
Human Resources
man e o rce are of aramo nt im ortance for the
sustenance and growth of any industry. Being in the
ine
of creati it to en re
taina le
ine
ro th o er the ear o r Com an ha een foc in
on tren thenin it talent mana ement The Com an
ha al a
al e it em lo ee The
e artment
i
eare to ar
en rin recr itment retention an
development of the best talent in the industry with focus
to contri te tri e to ar e cellence contin o l o r
com an contin e to i e ma im m thr t to it
man
Resources Development.
The
e artment are re ie in
the n i i al
erformance
on
arterl a i The erformance
are measured through Key Result Areas which provide
an opportunity for employees to stretch themselves and
contri te to the o erall cce of or ani ation
man
Resource Policies and Practices are regularly reviewed
and revised to suit the employees and organization needs.
The Com an ractice ario interacti e e ion on
Team
il in
oti ation an
tre
ana ement to
keep the employees motivated and improve their work
t le The total em lo ee tren th at the en of financial
ear
i

mini tration ee a re lar chec on hether the


Computer systems provided to the employees have
been shut down properly at the time of closure of
office etc

Your Directors wish to place on record their appreciation


for the sincere and devoted efforts of the employees at all
levels.

O timi ation of li htin


CF
D

er the ro i ion of Com anie


ct
all
companies having a net worth of `
crore or more or
turnover of `
crore or more or a net rofit of ` crore
or more rin an financial ear i re ire to con tit te
a Cor orate ocial e on i ilit C
Committee of
the oar com ri in
or more irector at lea t one of
whom shall be an Independent Director.

re lacin t

e li ht

ith

F rther ince ener co t com ri e a er mall art of


o r Com an total e en e the financial im lication
of these measures are not material.
2.

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.

Corporate Social Responsibility - Social Commitments

r ant to the ro i ion of ection


of the
Com anie
ct
Cor orate ocial e on i ilit
Committee C
ha
een con tit te
The ai
Committee has adopted a CSR Policy with primary focus
on
ral Tran formation
ealth care
n ironment
cation an C lt re
e i e the e foc
area
your company shall also undertake the CSR activities
li te in che le
of the Com anie
ct
The
Committee shall monitor the CSR Policy and implement
the same from time to time.
Past from many years before the Corporate Social
e on i ilit
C
ha
ecome
man ator
re on i ilit of the cor orate
o r Com an ha

Shemaroo Entertainment Ltd.

engaged in such activities for decades for improving the


living standards of economically weaker section of the
ociet
o r Com an ha een tri in to achie e a fine
alance et een economic an ocial im erati e
hile
also paying attention to the needs and expectations of our
internal as well as external stakeholders. Our Corporate
ocial e on i ilit i not limite to hilanthro
t
encompasses holistic community development. Your
Com an i
tri in to f lfil it
ocial re on i ilitie
through donations in trusts and helping them in
accomplishment of their social activities along with taking
initiati e for the ocietie
chool
hich are forme
for i a le
er on
ccor in l
o r Com an
ent
`
ac to ar
C
acti itie in F
Implementation of some of the CSR activities did not
commence efore en of the financial ear The content
of the CSR policy and initiatives taken by the Company on
Cor orate ocial e on i ilit
rin the ear
is attached as Annexure C to this Report and contents of
the CSR policy is available on our website at http://www.
shemarooent.com/?p=Code_of_Conduct.
Cautionary Statement
tatement in the nn al e ort artic larl tho e hich
relate to ana ement Di c
ion an nal i
e cri in
the Com an
o ecti e
ro ection e timate an
e ectation ma con tit te for ar loo in tatement
within the meaning of applicable laws and regulations.
Although the expectations are based on reasonable
a
m tion the act al re lt mi ht iffer
tantiall
or materially from those expressed or implied. Important
developments that could affect the Companys operations
includes but not limited to changes in exchange rate
ct ation ta la
liti ation la o r relation intere t
co t
olitical an economic en ironment

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

Annexure A to Directors Report


Form No. MGT-9
EXTRACT OF ANNUAL RETURN
on financial ear en e on

arch

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I.

REGISTRATION AND OTHER DETAILS:


a.

CIN

b.

Registration Date

Decem er

c.

Name of the Company

Shemaroo Entertainment Limited

d.

Cate or
Company

e.

re
of the
contact details

f.

Whether listed company

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

Link Intime India Pvt. Ltd.


nit hemaroo ntertainment imite
C
annalal il
ill Com o n
al aha r ha tri oa
han
We t
Tel o

m ai

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY


ll the

ine

acti itie contri

tin

or more of the total t rno er of the com an

Sr. Name and Description of main products/services


No.
otion ict re i eo an tele i ion ro ramme
1
distribution activities

NIC Code of the Product/


Service

% to total turnover of the


company

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES


Sr.
No.
1

Name and address of the Company


hemaroo ntertainment
Floor aterno ter o e
Ch rch ar
on on
C
Kingdom
Shemaroo Entertainment Inc.
ea o
l ff oa
orri
rd

ri ate t
t a l
nite
lain

Shemaroo Films Private Limited


hemaroo o e lot o
arol Co
O n
trial tate Off n heri
rla
oa
n heri
m ai

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

Shemaroo Entertainment Ltd.

Sr.
No.

Name and address of the Company


i taa Di ital
etro le
m ai

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.

No. of Shares held at the beginning of the year


Demat

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

No. of Shares held at the end of the year

on n tit tion
Bodies Corp.
i n ian
ii O er ea

101272

101272

2.1

nn al

Category of
Shareholders
b.

No. of Shares held at the beginning of the year


Demat

Physical

Total

No. of Shares held at the end of the year

% 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

ii. Shareholding of promoters:


Sl.
No.

Shareholders
Name

Shareholding at the beginning of the


year
No. of
Shares

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

Share holding at the end of the


year
No. of
Shares

0
17891920

ote The ercenta e of the harehol in ha

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)

Shemaroo Entertainment Ltd.

iii. Change in promoters shareholding ( please specify, if there is no change):


Sr.
No.

1
2

Name

Shareholding at the beginning of


the year
No. of Shares at
% of total
the beginning/
shares of the
end of the year
Company

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

ote The ercenta e of the harehol in ha

een il te

rin the ear

e to nitial

lic Offer

iv. Shareholding pattern of top ten shareholders (other than directors, promoters and holders of GDRS and ADRS):
Sr.
No.

For Each of the Top 10 Shareholders

CO T

At the beginning of the year


ar et
rcha e
ar et ell
ar et ell
ar et rcha e
ar et
rcha e
At the end of the year
DFC T
T
CO
At the beginning of the year
ar et rcha e
ar et rcha e
ar et rcha e
ar et ell
ar et ell
ar et ell
ar et ell
ar et ell
ar et ell
ar et ell
ar et ell
ar et ell
ar et ell
ar et ell
ar et ell
ar et ell
ar et ell
At the end of the year

Shareholding at the beginning


of the year
No. of shares
% of total
shares of the
company
T D
0

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

For Each of the Top 10 Shareholders

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

Shareholding at the beginning


of the year
No. of shares
% of total
shares of the
company
0

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

Shemaroo Entertainment Ltd.

v.

Shareholding of Directors and Key Managerial Personnel:

Sr.
No.

Name

Shareholding at the beginning


Date for
of the year
Increase /
Decrease in
No. of
% of total
Shareholding
Shares at the
shares of
beginning/
the
end of the year
Company

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

ote The ercenta e of the harehol in ha


V.

0.19

een il te

0.12
rin the ear

e to nitial

lic Offer

INDEBTEDNESS:

n e te ne

of the Com an incl

in intere t o t tan in

n e te ne at the e innin of the financial ear


i rinci al mo nt
ii ntere t e t not ai
iii ntere t accr e
t not e
Total i ii iii
Chan e in n e te ne
rin the financial ear
Addition
Reduction
Net Change
n e te ne at the en of the financial ear
i rinci al mo nt
ii ntere t e t not ai
iii ntere t accr e
t not
Total i ii iii

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

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:


A. Remuneration to Managing Director, Whole Time Directors and/or Manager:
Sl.
No.

Particulars of Remuneration

Name of MD/ WTD/ Manager


Raman
Maroo

ro
a

Atul Maru

Total
Amount

Hiren Gada

alar

alar a er ro i ion containe in ection


the ncome ta ct
al e of er i ite
ncome ta ct

rofit in lie of alar


ct
Stock Option
Sweat Equity
Commission
Other
lea e ecif
TOTAL (A)

(` in lacs)

n er ection

of
1.20

ncome ta

0.17
42.19
`
lac
calc late a

Ceiling as per the Act

0.17
42.19
ein
er ection

0.17
32.19
of

116.57

et rofit of the Com an


of the Com anie ct

B. Remuneration to other Directors:


n e en ent Director
Name of Director

Fees for attending


Board Meeting

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

Ceiling as per the Act

Fees for attending


Board Meeting
`
`
`
`
`
ac
ein
Com anie ct

Note

The oar of Director in it meetin ha


equity shares of the company.
o ittin fee
a ai to r nane h
Cea e to e Director e f arch
ointe a Director e f arch

of

et

rofit of the Com an calc late a

eci e to initiate a ment of ittin fee to the irector for atten in the meetin
ala an

irit

ala

ho ha e eci e not to acce t an

er

of the oar

ittin fee for atten in meetin

`
`
`
`
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

There ere no enaltie


ni hment com o n in of offence for reach of an
other officer in efa lt if an
rin the ear

VII. Penalties / Punishment/ Compounding of Offences:


ection of Com anie

188.46

Total

(` in lacs)

ct a ain t the Com an or it Director or

4.63

22.52

etan ar

TOTAL

31.69

ino

ana erial er onnel

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.

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD:

Shemaroo Entertainment Ltd.

nn al

e ort

Annexure B to Directors Report


Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
A. Ratio of remuneration of each Director to the median remuneration of all the employees and Details of percentage increase
in the rem neration of each Director an CFO & Com an ecretar for the financial ear
i a follo
(` in lac
Sr.
No.

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

ec ti e Director an n e en ent Director e ce t for ittin Fee


an no meetin
a hel
rin the erio n er re ie after the a

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.

Shemaroo Entertainment Ltd.

G. Details of Share price and market capitalization:


The etail of ariation in the mar et ca itali ation an
financial ear are a follo

rice earnin

ratio a at the clo in

As on 31 March, 2015
Price Earnings Ratio
ar et Ca itali ation ` Cr
hare ha e een li te on

an

ate of the c rrent 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

chan e of the Com an

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

Remuneration of KMP for


financial year 2014-15

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

Comparison of the Remuneration of each KMP


against the performance of the Company
Comparison with Profit Comparison with Profit
before Tax of `6402.63
After Tax of `4180.81
0.007
0.010
0.007
0.010

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.

no a ment a ma e on acco nt of aria le com onent of the rem neration to the

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

Annexure C to Directors Report


ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) FOR THE FINANCIAL YEAR 2014-2015
1

rief o tline of the com an


C
olic incl in
r ant to the ro i ion of ection
of Com anie ct
overview of projects or programs proposed to be undertaken
rea
ith Com anie Cor orate ocial e on i ilit
an a reference to the e lin to the C
olic an
le
the Cor orate ocial e on i ilit Committee
projects or programs.
of the Board has approved a CSR Policy. As outlined in the
C
olic Com an foc area are
ral Tran formation
ealthcare
n ironment
cation
C lt re
CSR Policy is placed on the Companys website at
http://www.shemarooent.com/?p=Code_of_Conduct

2 The Com o ition of the C

Committee

t l ar Chairman an t ana in Director


iren a a em er an Whole Time Director & CFO
a an i amania em er an n e en ent Director

era e net rofit of the com an for la t three financial


years
Prescribed CSR Expenditure (two percent of the amount as
in item a o e
Detail of C
ent rin the financial ear
Total amo nt ent
mo nt n ent if an
C anner in hich the amo nt ent rin the financial
year

`
`

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

A. Cancer relief & Care


e ical Cam
C ealthcare
D a in a aila le afe
drinking water
A. Trainin to Colle e
n tit tion t ent
cholar hi to chil ren
ocational ill
Donations to Institutions
and promoting education.
B. Education for Differently
Abled
C.
e earch & Trainin
Institute
A. Welfare &Upliftment
of em er of ociet
ocial
ort
cational & e ical
Spheres
B. Setting up home for
socially & economically
backwards groups
C. Culture

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

* Details of implementing agency:


ee an ot Cancer elief & Care Tr t
n ian e Cro
ociet
O itra an al
hri aha ir ain Charitra
The
D n
trial ome For The lin
nal
cational ociet
hir al an i Tha er hi & on ain i a i
& on C O ain Chhatrala
tch
a an h
m ai
hree
tchhi i a O al e a ama
hree
ain aha an h
hri
m ai Di ha al ama
hree
O ain aha an
m ai
ri a hmi ara imha
ra ha ati an i ham i Chhe a Charita le Tr t
hri ho a ar o a a Tr t

CSR Project or activity


identified

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)

Shemaroo Entertainment Ltd.

nn al

e ort

CORPORATE GOVERNANCE
1.

Companys philosophy on code of governance:


ffecti e Cor orate
o ernance
ractice i a o t
commitment to al e ethical
ine
con ct an
constitutes strong fundamentals on which a successful
commercial enterprise is built to last.
The Cor orate hilo o h of hemaroo i to romote
cor orate fairne
tran arenc an acco nta ilit
with the objective of maximizing long term value for all
stakeholders.
hemaroo ha a tron le ac of fair tran arent an
ethical governance practices and we adhere to the fact
that the Cor orate o ernance norm are
namic in
nature and that the Company constantly endeavors to
improve on these aspects.
t hemaroo e con i er ta ehol er a
artner in
o r
cce
an
e remain committe to ma imi in
ta ehol er al e
e it harehol er
em lo ee
lier c tomer in e tor comm nitie or olic
makers.
The Principles of Corporate Governance at Shemaroo
are grounded on the following:
n rin the con tit tion of oar of Director at all
time re re ent an a ro riate mi of e ec ti e
non e ec ti e an in e en ent irector an of
o tim m i e ith i er ifie e erience
Con tit tion of Committee of the oar of Director
li e
it Committee
ta ehol er
elation hi
Committee
omination
an
em neration
Committee Cor orate ocial e on i ilit C
Committee
ec ti e Committee in com liance ith
the ro i ion of the a lica le la
a amen e
to enable the Board of Directors to discharge their
functions effectively.
o tion an a herence to the a o te co e of
conducts by all related parties for a good Corporate
o ernance
roacti e com liance ith all a
e lation a amen e

lica le

le an

Di emination of all material information concernin


the Company to the stakeholders of the Company in
a timely manner.
com rehen i e an
ro
t
management and internal control.

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.

The Board of Directors


The oar i entr te
ith the ltimate re on i ilit
of the mana ement
eneral affair
irection an
performance of the Company and has been vested with
re i ite o er a thoritie an
tie The rimar role
of the Board is to ensure fairness in the decision making
roce
inte rit an tran arenc in the Com an
ealin
ith it
em er an other ta ehol er The
Boards actions and decisions are aligned with the
Com an
e t intere t The oar criticall e al ate
the Com an
trate ic irection mana ement olicie
and their effectiveness.
Board composition:
The com o ition of the oar i in conformit ith Cla e
of the i tin
reement a ell a the Com anie ct
a amen e from time to time
O t of total Ten
Director the oar com ri e of
Three
ec ti e Director
ie T o
ana in
Director an One
Whole Time Director & CFO T o
on
ec ti e on n e en ent Director an Fi e
on
ec ti e n e en ent Director The Chairman
of the oar i a non e ec ti e Director relate to
romoter an accor in l
alf
of the oar con i t
of Independent Directors.
The oar com ri e of rofe ional from ario fiel
o e in arie
ill e erti e an a t e erience
The rin ith them a i e ran e of ill an e erience
to the oar
hich enhance the alit of the oar
decision making process.
The com o ition an cate orie of the oar of Director
are a follo
Category
Promoter Directors
ec ti e Director

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.

Shemaroo Entertainment Ltd.

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

The ma im m inter al et een an t o meetin

ell

ere hel on

ril

ithin the ma im m allo e

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(#)

No. of Committee positions (@)


Chairmanships

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

The en a for the oar an Committee meetin incl e


detailed explanatory notes on the items to be discussed at the
meeting to enable the Directors to take an informed decision.
Agenda also includes minutes of the meetings of all the Board
Committees and Subsidiaries for the information of the Board.
re entation are al o ma e
the Chief Financial Officer &
on
ec ti e Director on the Com an
lan erformance
o eration an other matter on a erio ic a i The oar
has complete access to any information within your Company
hich incl e the information a
ecifie in nne re to
Cla e
of the i tin
reement
The Com an ha an effecti e o t oar
eetin follo
roce re m ortant eci ion ta en at oar
oar
Committee meetings are communicated promptly to the
concerne
e artment
i i ion
ction ta en re ort
on eci ion ta en in a meetin
min te of the re io
meetin
i lace at the ccee in meetin of the oar
Board Committee for noting.
Board Support:
The Com an
ecretar i re on i le for collation re ie
and distribution of all papers submitted to the Board and
Committee thereof for con i eration The Com an ecretar
is also responsible for preparation of Agenda and conveying
of oar an Committee meetin
The Com an
ecretar
atten
all the meetin
of the oar an it Committee
a i e a
re the oar on Com liance an
o ernance
principles and ensures appropriate recording of minutes of the
meetings.
Familiarization programmes for Directors:
All new Independent Directors inducted to the Board are
intro ce to the Com an thro h oc ment
roch re
reports and internal policies to enable them to familiarize
ith the Com an
roce re an ractice The Com an
familiarizes Independent Directors with a brief background
of the Com an their role ri ht re on i ilitie in the
Com an nat re of the in
tr in hich the Com an
o erate o eration of the Com an etc
The Com an
ecretar rief the Director a o t their le al
and regulatory responsibilities as a Director and the Chief
Financial Officer ro i e a riefin on Com an
c rrent
tr ct re an erformance of
ine
The CFO & D al o
ha a one to one i c
ion ith the ne l a ointe Director
on a ointment Director recei e a etter of
hich inter alia e lain the role f nction
responsibilities.

ointment
tie an

The a o e initiati e hel the Director to n er tan the


Com an it
ine an the re lator frame or in hich
the Com an o erate an e i him her to effecti el f lfill
hi her role a a Director of the Com an
The familiari ation ro ramme for n e en ent Director i
available on Companys website at http://www.shemarooent.
com/?p=Code_of_Conduct.
Board Evaluation:
Cla e
of the i tin
reement an
ro i ion of the
Com anie
ct
man ate that the oar of Director
hall e al ate the effecti ene of the oar The omination
and Remuneration Committee of the Company lays down the

e ort

e al ation criteria for the erformance of e ec ti e non


e ec ti e in e en ent irector an the Committee One
of the key functions of the Board is to monitor and review the
board evaluation framework.
D rin the ear the erformance e al ation a carrie
o t internall
hich incl e the e al ation of the oar
Committee of the oar an the Director in e en entl
including the Chairman of the Board. Each Board member was
requested to evaluate the effectiveness of the Board dynamics
an relation hi
information o
eci ion ma in of the
irector relation hi to ta ehol er com an erformance
com an trate
an the effecti ene of the hole oar
an it ario committee on a cale of one to fi e Fee ac
on each director is encouraged to be provided as part of the
assessment.
The e al ation roce foc e on ario a ect
ch a
e erience & com etencie
erformance of ecific tie &
o li ation
o ernance i
e atten ance contri tion at
the meetings and independent judgment.
The re lt of the e al ation ere hare
ith the oar
an
a e on the o tcome of the e al ation the oar
and Committees have agreed on the plan to improve on the
i entifie arameter
Separate Independent Directors Meetings:
The Com an
n e en ent Director meet at lea t once
in e er financial ear itho t the re ence of
ec ti e
Director or mana ement er onnel a ti late
the Co e
of n e en ent Director
n er the Com anie
ct
and the Listing Agreement. Such meetings are conducted
informally to enable Independent Directors to discuss matters
pertaining to the Companys affairs and put forth their views.
D rin the ear a e arate meetin of the n e en ent
Director
a hel on an ar
to re ie the
performance of the Board as a whole on parameters of
effecti ene an to a e the alit
antit an timeline
of o of information et een the mana ement an the oar
n a ition to the formal meetin interaction o t i e the
oar
eetin
al o ta e lace et een the mana ement
and the Independent Directors.
COMMITTEES OF THE BOARD
To foc effecti el on the i
e an en re e e ient
re ol tion of i er e matter the oar ha con tit te
a et of Committee
ith
ecific term of reference
co e The Committee o erate a em o ere a ent
of the oar a er their Charter term of reference The
minutes of the meetings of all Committees of the Board
are lace efore the oar for i c
ion notin The
Board Committees can request special invitees to join the
meetin a a ro riate
The oar ha c rrentl e ta li he the follo in tat tor
an non tat tor Committee
A. Audit Committee;
B. Stakeholders Relationship Committee;
C. Nomination and Remuneration Committee;
D Cor orate ocial e on i ilit C
Committee
and
E. Other Functional Committees.

Shemaroo Entertainment Ltd.

A. Audit Committee
i.

Composition and Attendance at the Meeting


The Committee i o erne
a Charter hich i in line
of the Com anie ct
an Cla e
of the i tin
acco ntin e erti e e o re

ith the re
reement

lator re irement man ate


the ection
em er of the
it Committee o e financial

The ro i ion of Cla e


of the i tin
reement ecame a lica le to the Com an from Octo er
the date of listing of securities of the Company on the Stock Exchanges.
The
ate

it Committee met three


time
a
o em er

The Com o ition an atten ance at the


Sr.
1
2
ii.

Name of the Member


r
r
r

nane h ala
irit ala
iren a a

rin the ear n er re ie


an an ar
eetin

a a

eetin

ere hel on the follo in

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

iii. Powers of Audit Committee


To in e ti ate an acti it
ithin it term of reference
To ee information from an em lo ee
To o tain o t i e le al or other rofe ional a ice
To ec re atten ance of o t i er
ith rele ant e erti e if it con i er nece

ar

iv. Role of the Audit Committee


The
it Committee of the Com an i entr te
ith the re on i ilit to
financial re ortin roce an inter alia erform the follo in f nction
ecommen in the a
other services

ointment an remo al of tat tor a

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

ent mo ification of tran action of the com an

ith relate

artie

nn al

e ort

cr tin of inter cor orate loan an in e tment


al ation of n erta in

or a

et of the com an

al ation of internal financial control an ri


e ie in
systems.

ith the mana ement

here er it i nece

mana ement

ion

ith internal a

tem

erformance of tat tor an internal a

e ie in the a e ac of internal a it f nction if an incl


an eniorit of the official hea in the e artment re ortin
Di c

ar

itor of an

i nificant fin in

itor

a e

ac of the internal control

in the tr ct re of the internal a it e artment taffin


tr ct re co era e an fre enc of internal a it

an follo

there on

e ie in the fin in of an internal in e ti ation


the internal a itor into matter here there i
ecte fra
or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
Di c
ion ith tat tor a itor
efore the a it commence
o t a it i c
ion to a certain an area of concern

a o t the nat re an

To loo into the rea on for


tantial efa lt in the a ment to the e o itor
ca e of non a ment of eclare i i en
an cre itor
To re ie

the f nctionin of the Whi tle lo er

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

tatement of i nificant relate


c

ana ement etter


nternal a

nal

i of financial con ition an re

art tran action

etter of internal control

it re ort relatin to internal control

efine

ea ne
ea ne

the a

e i
e

lt of o eration

it committee

tat tor a

mitte

the mana ement

itor

an

The a ointment remo al an term of rem neration of the Chief internal a


the Audit Committee.

itor hall e

ect to the re ie

B. Stakeholders Relationship Committee


The ta ehol er
elation hi Committee i
tran fer of ec ritie
ati factor re re al of
mea re for o erall im ro ement in the alit
com liance ith the Com an Co e of Con

rimaril re on i le to re ie all matter connecte


ith the Com an
harehol er
in e tor
ec rit hol er com laint an recommen
of in e tor er ice The Committee al o monitor the im lementation an
ct for rohi ition of n i er Tra in

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

Composition and Attendance at the Meeting


The ta ehol er
elation hi Committee com ri e of the mem er a tate elo The Committee met t o
time
rin the ear n er re ie The Committee eetin
ere hel on the follo in ate
Octo er
an ar
The atten ance at the eetin
a a n er
Sr.

Name of the Member

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

*Ceased to be Chairman of the Committee w.e.f March 28, 2015.


**Appointed as Chairman of the Committee w.e.f March 28, 2015.

ii.

The role of Stakeholders Relationship Committee is as follows:


1. Investor relations and redressal of grievances of security holders of the company in general and relating to non
recei t of i i en
intere t non recei t of alance heet etc

Shemaroo Entertainment Ltd.

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.

Name of the Member


r
r
r

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

Terms of Reference of the Committee:


Form lation of the criteria for eterminin
alification
o iti e attri te an in e en ence of a irector an
recommen to the oar a olic relatin to the rem neration of the irector
e mana erial er onnel an other
em lo ee The Committee hile form latin
ch olic hall en re that
a the le el an com o ition of rem neration i rea ona le an
fficient to attract retain an moti ate irector
of the quality required to run the company successfully;
b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c rem neration to irector
e mana erial er onnel an enior mana ement in ol e a alance et een
fi e an incenti e a re ectin hort an lon term erformance o ecti e a ro riate to the or in of the
company and its goals.
2. Formulation of criteria for evaluation of Independent Directors and the Board;
De i in a olic on oar i er it
entif in er on
ho are alifie to ecome irector an
ho ma e a ointe in enior mana ement in
accor ance ith the criteria lai o n an recommen to the oar their a ointment an remo al The com an
shall disclose the remuneration policy and the evaluation criteria in its Annual Report.
To carr o t an other f nction a i man ate
the oar from time to time an or enforce
an tat tor
notification amen ment or mo ification a ma e a lica le
iii. Nomination & Remuneration Policy
n line ith the rinci le of tran arenc an con i tenc the Com an ha a o te a omination an
em neration
olic
hich ha een a ro e
the oar of the Com an at it
eetin hel on an ar
a e on the
recommen ation ma e
the omination an
em neration Committee The oar ha al o a o te oar Di er it
olic
r ant to the Cla e
of the i tin
reement

nn al

e ort

Board Membership Criteria


The omination & em neration Committee ha lai o n criteria for i entif in er on ho are alifie to ecome
irector on the oar The oar ha
ele ate the creenin an
election roce in ol e in electin ne
irector to the omination an
em neration Committee The omination an
em neration Committee in t rn
ma e recommen ation to the oar on the in ction of an ne
irector The criteria for a ointment to the oar
incl e
i e of the oar
ith o timal alance of ill an e erience an
alance of
ec ti e an
on
ec ti e
Directors consistent with the requirements of law;
rofe ional alification e erti e an e erience in ecific area of
ine
e ire a e an i er it on the oar

Performance Evaluation
The Committee ma e recommen ation to the oar on a ro riate erformance criteria for the irector Form late
the criteria and framework for evaluation of performance of every director on the Board of the Company.
Remuneration framework
The Committee i re on i le for re ie in an ma in recommen ation to the oar on rem neration to ana in
Director Whole Time Director
on
ec ti e Director n e en ent Director an enior ana ement er onnel t
i e i ne to create a hi h erformance c lt re hich ena le to attract retain an enco ra e em lo ee to achie e
results.
The Com an a rem neration
a of alar
er i ite an allo ance fi e com onent an commi ion
aria le com onent to it
ec ti e Director an
enior ana ement er onnel nn al increment are eci e
the omination an
em neration Committee ithin the alar limit a ro e
the Com an or the mem er a
ma e re ire The Committee eci e on the commi ion a a le to ec ti e Director on
ec ti e Director
n e en ent Director o t of the rofit for the financial ear an
ithin the ceilin
re cri e n er the ct a e
iv. Details of Remuneration
The etail of rem neration ai to ec ti e Director an
on
ec ti e Director for the Financial ear en e
arch
i ro i e hereinafter
A. Details of Remuneration of Executive Directors for the Financial Year ended March 31, 2015:

Name
aman aroo
t l ar
iren a a

Salary

Sitting Fees Commission


Nil
Nil
Nil
Nil
Nil
Nil

Benefits Perquisites and allowances

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

Sitting Fees for attending Board Meeting

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

rin the financial ear

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.

Shemaroo Entertainment Ltd.

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

Shares Held (No.)

D. Corporate Social Responsibility Committee


The Com an ha con tit te a C
Committee a re ire n er ection
of the Com anie
Committee com ri e of the mem er a tate elo The Committee rin the ear en e
arch
o em er
an an ar
Sr. No.

Name of the Member

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

No. of Meetings held

Executive Director
Executive Director

em er

ct

Independent Director

Held
2
2

Attended
2
2

eference of the Committee are a follo

To form late an recommen to the oar a Cor orate ocial e on i ilit C


n erta en
the Com an in com liance ith ro i ion of the Com anie ct
To recommen the amo nt of e

en it re to e inc rre on the C

olic in icatin acti itie to e


an r le ma e there n er

acti itie

To carr o t an other f nction a i man ate


the oar from time to time an or enforce
an tat tor
notification amen ment or mo ification a ma e a lica le or a ma e nece ar or a ro riate for erformance
of its duties;
To en
and

re effecti e im lementation an monitorin of the C

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

an to erio icall re ort to the

e
oar of

E. Other Functional Committees


art from the a o e tat tor Committee the oar of Director ha con tit te the follo in F nctional Committee to
rai e the le el of o ernance a al o to meet the ecific
ine nee
(i) Initial Public Offer (IPO) Committee
IPO committee was constituted to overview the progress of Initial Public Offer of the Company and to approve the
nece ar oc ment incl in Draft e
errin ro ect
D
e
errin ro ect
ro ect etc
and comprised of four Directors of the Company. Post successful completion of the IPO of the company and listing of
the e it hare of the com an
e f Octo er
on the toc
chan e the ai Committee a i ol e
by the Board of Directors.
(ii) Executive Committee
The ec
o eration
o er a
efore the

ti e Committee com ri e of three Director of the oar an ha een et


inter alia to o er ee ro tine
that ari e in the normal co r e of the
ine
ch a eci ion on an in relation
ele ation of o erational
ointment of nominee etc The Committee re ort to the oar an the min te of the meetin are lace
oar for confirmation

Terms of reference:
The

ec ti e Committee e erci e
To o en an o erate an

o er in relation to the matter li te

elo

cco nt

To a thori e chan e in i natorie


To i e in tr ction relatin to the tran action of the Com an
To i e nece
To i

ar in tr ction for clo

re of an

e re ali ate cancel o er of ttorne

cco nt

ith the an

nn al

To a thori e er on to act on ehalf of the


Com an in relation to le al rocee in
a earin
efore an
o ernment a thoritie
a encie
ealin
ith the o t i e artie or
in relation to any other matter where such
authorization is required.
To
the
De
of
o

e ort

b) Extra-ordinary General Meeting


The Com an
tra or inar
eneral
eetin
a hel at hemaroo o e lot o
arol Co
o n l
tate Off n heri
rla oa
n heri
m ai
Financial
Year

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

To a ail loan cre it facilitie lea e arran ement


inter corporate borrowings and other borrowing
from an
Financial n tit tion
ithin the
limits approved by the Board.

Creatin char e
mortgage on
properties of the
Com an
a of the
Com anie ct

To acce t the term an con ition for a ailin


the ai financial a i tance
To a thori e e ec tion of oc ment an affi
the Common eal of the Com an
here er
necessary.
To re e t an
or Financial n tit tion
disbursement of funds.

o tion of
new Articles of
Association of
the Company

for

To create ec rit on the a et of the Com an


for a ailin of the a o e mentione facilitie
c)

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

The ate an time of nn al eneral eetin hel


rin la t three ear an the ecial re ol tion
a e thereat are a follo
Time

Subsidiary Companies

D rin the rece in three ear the Com an


nn al eneral eetin
ere hel at hemaroo
o e lot o
arol Co o n l
tate Off
n heri
rla oa
n heri
m ai

Date

None of the businesses proposed to be transacted at


the en in nn al eneral eetin re ire a in
a resolution through Postal Ballot.

Annual General Meetings

Financial
Year

Postal Ballot
D rin the ear no re ol tion
postal ballot.

GENERAL BODY MEETINGS


a)

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.

Related Party Transactions (RPTs):


Your Company enters into transactions with
relate
artie a
efine
n er ection
of
the Com anie
ct
in it or inar co r e of
business. ll the
T are n erta en in com liance
ith the ro i ion
et o t in Com anie
ct
an Cla e
of the i tin
reement The
Audit Committee and the Board of Directors of the
Company have formulated the Policy on dealing with
T hich i lace on the e ite of the Com an
at the follo in lin http://www.shemarooent.com/
doc/COC/Related_Party_Transctions.pdf

Shemaroo Entertainment Ltd.

D rin the financial ear en e


arch
all transactions entered into with related parties
were in the ordinary course of business and on an
arms length. Suitable disclosure as required by the
cco ntin
tan ar
ha een ma e in the
note to the Financial tatement F rther the e
transactions are also placed in the Audit Committee
eetin
D rin the financial ear en e
arch
there
were no transactions with related parties which qualify
as a material transaction in terms of the applicable
ro i ion of Cla e
of the i tin
reement
The Com an
ma or relate art tran action are
generally with its subsidiaries and associates. None
of the transactions with any of related parties were in
con ict ith the Com an intere t
ii.

Statutory Compliance, Penalties and Structures:


There ere no non com liance
the Com an
and no instances of penalties and strictures imposed
on the Company by the Stock Exchanges or SEBI or
any other statutory authority on any matter related to
the capital market during the last three years.

iii. Accounting Treatment:


The Com an follo
cco ntin tan ar
ecifie
n er ection
of the Com anie ct
rea
ith
le of the Com anie
cco nt
le
an the rele ant ro i ion of the Com anie
ct
an ha not a o te a treatment ifferent from
that prescribed in any Accounting Standard.
iv. CEO/CFO Certification:
The ana in Director
D an Chief Financial
Officer CFO ha e certifie to the oar
ith re ar
to the compliance made by them in terms of Clause
of the i tin
reement an certificate form
part of Annual Report.
v.

Compliance of non-mandatory requirements:


Com an ha f lfille the follo in non man ator
re irement a
re cri e in nne re
to the
Cla e
of the i tin
reement entere into ith
the Stock Exchanges.

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.

vi. Code of Conduct for Board of Directors and


Senior Managerial Personnel of the Company:
The Com an ha in tit te a Co e of Con ct for
em er of the oar an
enior ana ement
of the Company and the compliance of the same

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.

n er hich the em lo ee are free to re ort a o t


lation an the Co e of Con ct Thi mechani m
ho e ch mechani m The re orta le matter
n er the
er i ion of the
it Committee D rin
it Committee

Compliance with Clause 5A of the Listing Agreement:


n accor ance ith the re irement of Cla e
of the i tin
reement entere
Com an re ort that there are no o t tan in nclaime hare for the erio
ril

7.

ith the toc


chan e
to arch

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

General Shareholder Information:


a.

Annual General Meeting:


Da & Date
Time

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

Financial Calendar (Tentative):


The Com an follo
Fir t
econ
Thir
Fo rth

arterl re
arterl
arterl re
arterl re

the erio of

lt

ril

to

arch

a the Financial ear

half earl re
lt

lt

Octo er
an ar

lt

nn al eneral meetin

Ch rch ate

a
t

Shemaroo Entertainment Ltd.

c.

Dividend Payment Date:


The oar of Director at their meetin hel on a
recommen e a Final Di i en of `1.20 per equity share
of face value of `
each for the financial ear en e
arch
Final Di i en if a ro e
em er
ill
e ai on or after e tem er
ithin the tat tor time limit of
a
Listing on Stock Exchange:

Name of Stock Exchange


imite
ational toc
chan e of n ia imite
The li tin fee for the financial ear

Stock Code
OO

ha

e.

ISIN Number

f.

Corporate Identity Number

g.

Market Price Data:


The hi h lo mar et rice of the hare
chan e of n ia t
ere a n er

chan e

rin the ear

at the om a

toc

BSE

Month

High (`)

Low (`)

Oct
o
Dec
an
Fe
ar

chan e an at ational toc


NSE

Volume (No. of Shares)

High(`)

Low(`)

Volume (No. of Shares)

217
706901
2277619
170

Performance in comparison to broad based indices:

A. PERFORMANCE OF SHARE PRICE IN


COMPARISON TO CNX NIFTY:

B. PERFORMANCE OF SHARE PRICE IN


COMPARISON TO BSE SENSEX:

200

100

NIFTY
SHEMAROO

BSE SENSEX
SHEMAROO

ar

Fe

an

Dec

ar

Fe

an

Dec

Oct

h.

een ai to the a o e toc

Oct

d.

nn al

i.

Share Transfer System:

l.

The hare tran fer f nction i carrie o t


the e i trar
an Tran fer ent
hare tran fer in h ical form can
e lo e at their office
We ha e a
oar le el
ta ehol er
elation hi
Committee to examine and redress shareholders and
in e tor com laint The tat of com laint an hare
transfers is reported to the entire Board. For shares
tran ferre in h ical form the Com an
ro i e
adequate notice to the seller before registering the transfer
of hare The ta ehol er
elation hi Committee of
the Company will meet as often as required to approve
share transfers.
j.

No. of Shares

i tri tion of the e


i en elo
No. of
Shareholders

it

m. Outstanding GDRs / ADRs / Warrants or any


Convertible Instruments:
of ate Com an ha not i
e
Warrants or any convertible instruments.
n.

% 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

Address for Correspondence:

Link Intime India Pvt. Ltd.


nit hemaroo ntertainment imite
C
annalal il
ill Com o n
al aha r ha tri oa
han
We t
m ai
Tel o
mail
www.linkintime.co.in

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

All shareholders correspondence should be forwarded


to
in ntime ri ate imite the e i trar an
Tran fer
ent of the Com an or to the Cor orate
ecretarial De artment at the e i tere Office of the
Company at the addresses mentioned below.

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.

Shemaroo Entertainment Ltd.

CERTIFICATE UNDER CLAUSE 49 OF THE LISTING AGREEMENT


Managing Director / Chief Financial Officer Certification
To,
The Board of Directors
Shemaroo Entertainment Limited
We the n er i ne in o r re ecti e ca acitie a
ana in Director an Chief Financial Officer of hemaroo ntertainment
imite
the Com an
to the e t of o r no le e an elief certif that
We ha e re ie e financial tatement an the ca h o
of o r no le e an elief

tatement for the ear en e

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

There are to the e t of o r no le e an elief no tran action entere into


fra
lent ille al or iolati e of the Com an co e of con ct

the Com an

rin the ear

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

if an in the internal control o er financial re ortin

ii

i nificant chan e if an in the acco ntin


to the financial tatement an

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

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

DECLARATION PURSUANT TO CLAUSE 49(II)(E) OF THE LISTING AGREEMENT


n accor ance ith Cla e
of the i tin
reement ith the toc
chan e
here
eclare that the Director an
enior ana ement of the Com an ha e affirme com liance ith the Co e of Con ct a a lica le to them for the financial
ear en e
arch
aman aroo
D
ana in Director
Mumbai
May 06, 2015

iren a a
D
Whole Time Director & CFO

nn al

e ort

CERTIFICATE ON CORPORATE GOVERNANCE


UNDER CLAUSE 49(XI)(A) OF THE LISTING AGREEMENT
To
The em er
Shemaroo Entertainment Ltd.
m ai
We ha e e amine the com liance of con ition of Cor orate o ernance
hemaroo ntertainment imite for the ear
en e on
t arch
a ti late in Cla e
of the i tin
reement of the ai Com an
ith toc e chan e
The com liance of con ition of Cor orate o ernance i the re on i ilit of the ana ement O r e amination ha een
limited to a review of the procedures and implementation thereof adopted by the Company for ensuring compliance with the
con ition of the Cor orate o ernance a ti late in the ai Cla e
In our opinion and to the best of our information and according to the explanations given to us and based on the representations
ma e
the Director an the ana ement e certif that the Com an ha com lie
ith the con ition of Cor orate
o ernance a ti late in Cla e
of the a o e mentione i tin
reement
We tate that ch com liance i neither an a
rance a to f t re ia ilit of the Com an nor of the efficienc or effecti ene
with which the management has conducted the affairs of the Company.
For Manish Ghia & Associates
Company Secretaries
ani h

Place : Mumbai
Date : July 30, 2015

hia
Partner
M. No. FCS 6252 C.P. No. 3531

Shemaroo Entertainment Ltd.

SECRETARIAL AUDIT REPORT


FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

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 ec ritie Contract


e lation
and the rules made thereunder;
an the e

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

We have also examined compliance with the applicable


cla e of the follo in

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

iii The De o itorie ct


laws framed thereunder;
i

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.

We further report that


The oar of Director of the Com an i
l con tit te
ith ro er alance of
ec ti e Director
on
ec ti e
Director an n e en ent Director The chan e in the

nn al

composition of the Board of Directors that took place during


the period under review were carried out in compliance with
the provisions of the Act.
Adequate notice is given to all directors to schedule the
oar
eetin
a en a an etaile note on a en a ere
ent at lea t e en a in a ance an a
tem e i t for
ee in an o tainin f rther information an clarification
on the agenda items before the meeting and for meaningful
participation at the meeting.
a orit
eci ion i carrie thro h hile the i entin
members views are captured and recorded as part of the
minutes.
We further report that there are adequate systems and
processes in the company commensurate with the size and
operations of the company to monitor and ensure compliance
ith a lica le la
r le re lation an
i eline
We further report that
ha

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.

ith o r letter of e en ate hich


an form an inte ral art of thi

Shemaroo Entertainment Ltd.

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.

We have followed the audit practices and processes as


were appropriate to obtain reasonable assurance about
the correctness of the contents of the Secretarial records.
The erification a
one on te t a i to en re that
correct fact are re ecte in ecretarial recor
We
elie e that the roce e an
ractice
e follo e
provided a reasonable basis for our opinion.

The com liance of the ro i ion of Cor orate an


other a lica le la
r le re lation tan ar
i
the responsibility of management. Our examination was
limite to the erification of roce re on the te t a i
The ecretarial
it e ort i neither an a
rance a to
the f t re ia ilit of the Com an nor of the efficienc or
effectiveness with which the management has conducted
the affairs of the Company.
For Manish Ghia & Associates
Company Secretaries

We ha e not erifie the correctne an a ro riatene


of financial recor an oo of cco nt of the Com an
Where e er re ire
e ha e o taine the
re re entation a o t the com liance of la
regulations and happening of events etc.

ana ement
r le an

Manish L. Ghia
Partner
M. No. FCS 6252 C.P. No. 3531
Date: July 30, 2015
Place : Mumbai

Annual Report 2014-15

59

INDEPENDENT AUDITORS REPORT


TO THE MEMBERS OF SHEMAROO ENTERTAINMENT
LIMITED
REPORT ON THE STANDALONE FINANCIAL STATEMENTS
We ha e a ite the accom an in
tan alone financial
statements of Shemaroo Entertainment Limited (the
Company), which comprise the balance sheet as at March
the tatement of rofit an lo an the ca h o
tatement for the ear then en e an a mmar of i nificant
accounting policies and other explanatory information.
MANAGEMENTS
RESPONSIBILITY
STANDALONE FINANCIAL STATEMENTS

FOR

THE

The Companys Board of Directors is responsible for the


matters stated in Section 134(5) of the Companies Act, 2013
(the Act) with respect to the preparation and presentation
of the e tan alone financial tatement that i e a tr e an
fair ie of the financial o ition financial erformance an
ca h o of the Com an in accor ance ith the acco ntin
principles generally accepted in India, including the
cco ntin
tan ar
ecifie n er ection
of the ct
read with Rule 7 of the Companies (Accounts) Rules, 2014.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent;
and design, implementation and maintenance of adequate
internal financial control that ere o eratin effecti el for
ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the
financial tatement that i e a tr e an fair ie an are free
from material misstatement, whether due to fraud or error.

material mi tatement of the financial tatement


hether
due to fraud or error. In making those risk assessments, the
a itor con i er internal financial control rele ant to the
Com an
re aration of the financial tatement that i e a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of
expressing an opinion on whether the Company has in place
an a e ate internal financial control
tem o er financial
reporting and the operating effectiveness of such controls.
An audit also includes evaluating the appropriateness of
the accounting policies used and the reasonableness of the
accounting estimates made by the Companys Directors, as
ell a e al atin the o erall re entation of the financial
statements.
We believe that the audit evidence we have obtained is
fficient an a ro riate to ro i e a a i for o r a it
o inion on the tan alone financial tatement
OPINION
In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial tatement i e the information re ire
the ct
in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted
in India, of the state of affairs of the Company as at March 31,
an it rofit an it ca h o
for the ear en e on
that date.
REPORT ON OTHER
REQUIREMENTS

We conducted our audit in accordance with the Standards on


itin
ecifie
n er ection
of the ct Tho e
Standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance
a o t hether the financial tatement are free from material
misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and the disclosures in the
financial tatement The roce re electe e en on the
auditors judgment, including the assessment of the risks of

AND

REGULATORY

1.

As required by the Companies (Auditors Report) Order,


2015 (the Order) issued by the Central Government of
India in terms of sub-section (11) of section 143 of the
Act, we give in the Annexure a statement on the matters
ecifie in the ara ra h an
of the Or er to the
extent applicable.

2.

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

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

(a) we have sought and obtained all the information


and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.
(b) in our opinion proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books;
c

the alance heet the tatement of rofit an lo


an the ca h o
tatement ealt ith
thi
Report are in agreement with the books of account;
in o r o inion the afore ai tan alone financial
statements comply with the Accounting Standards
ecifie n er ection
of the ct rea
ith

60

Shemaroo Entertainment Ltd.

Rule 7 of the Companies (Accounts) Rules, 2014;


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

with respect to the other matters to be included in


the Auditors Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
in our opinion and to the best of our information
and according to the explanations given to us:
i.

the Company has disclosed the impact of


en in liti ation on it financial o ition in
it financial tatement
efer ote
to
the financial tatement

ii.

The Company did not have any long-term


contracts including derivative contracts for
which there were any material foreseeable
losses;

iii.

There were no amounts which were required


to be transferred to the Investor Education
and Protection Fund by the Company.

For M. K. Dandeker & Co.,


C
e
o
K. J. Dandeker
Partner
Chartered Accountants
em er hi
o
Mumbai
Dated: 6th May, 2015

Annexure to Independent Auditors Report


The Annexure referred to in our Independent Auditors Report to the members of the Company on the standalone financial statements for the year ended March 31, 2015, we report that:

(i)

(a) The Company has maintained proper records


showing full particulars, including quantitative details
an it ation of fi e a et
(b) The Company has a regular programme of physical
erification of it fi e a et
hich fi e a et are
erifie at erio ic inter al n accor ance ith thi
ro ramme certain fi e a et
ere erifie
rin
the year and no material discrepancies were noticed
on ch erification n o r o inion thi erio icit of
h ical erification i rea ona le ha in re ar to
the i e of the Com an an the nat re of it fi e
assets.

(ii) (a) As explained to us, inventories have been physically


erifie
rin the erio
the mana ement at
reasonable intervals. In our opinion, the frequency of
ch erification i rea ona le
(b) In our opinion and according to the information and
explanations given to us, the procedures of physical
erification of in entorie follo e
the mana ement
are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company has maintained proper records of
inventories. As explained to us, there was no material
i cre ancie notice on
ch h ical erification
as compared to the book records.

(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.

Annual Report 2014-15

(vi) The Central Government of India has not prescribed


the maintenance of cost accounting records under subection
of ection
of the Com anie ct
for
any of the services rendered by the Company.
(vii) (a) According to the information and explanations given
to us and on the basis of our examination of the
records of the Company, amounts deducted/ accrued
in the books of account in respect of undisputed
statutory dues including provident fund, income tax,
sales tax, wealth tax, service tax, duty of excise, duty
of customs, value added tax, cess and other material
statutory dues have been regularly deposited during
the year by the Company with the appropriate
authorities.
According to the information and explanations given
to us, no undisputed amounts payable in respect of
provident fund, employees state insurance, income
tax, sales tax, wealth tax, service tax, duty of excise,
duty of customs, value added tax, cess and other
material statutory dues were in arrears as at March
31, 2015 for a period of more than six months from
the date they became payable.
(b) According to the information and explanations given
to us, there are no material dues of sales tax, service
tax, value added tax, wealth tax, duty of customs
and cess which have not been deposited with the
appropriate authorities on account of any dispute.
However, according to information and explanations
given to us, the following dues of income tax have
not been deposited by the Company on account of
disputes:
Name
Nature
of the
of Dues
statute
Income
Tax, Act

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)

(c) There were no amounts which were required to be


transferred to the Investor Education and Protection
Fund by the Company.
(viii) The Company does not have any accumulated losses
at the en of the financial ear an ha not inc rre
ca h lo e in the financial ear an in the imme iatel
rece in financial ear
(ix) Based on our audit procedures and according to the
information and explanations given to us, we are of the
opinion that the Company has not defaulted in repayment
of
e to a financial in tit tion or an or e ent re
holders.

61

(x) According to the information and explanations given to us,


the Company has not given any guarantee for loans taken
other from an or financial in tit tion the term
and conditions whereof is prejudicial to the interest of the
company.
(xi) According to the information and explanations given to
us, the term loans have been applied for the purposes for
which they were raised.
(xii) During the course of our examination of the books and
records of the Company, carried out in accordance
with generally accepted auditing practices in India, and
according to the information and explanations given to us,
we have 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. Dandeker & Co.,
C
e
o
K. J. Dandeker
Partner
Chartered Accountants
em er hi
o
Mumbai
Dated: 6th May, 2015

62

Shemaroo Entertainment Ltd.

Balance Sheet
as at 31st March, 2015
Particulars
I.

Note

EQUITY AND LIABILITIES


(1) Shareholder's Funds
(a) Share Capital
(b) Reserves and Surplus

2.1
2.2

(2) Non-Current Liabilities


(a) Long-term borrowings
(b) Deferre ta lia ilit
et
(c) Long term provisions

2.3
2.4
2.5

(3) Current Liabilities


(a) Short-term borrowings
(b) Trade payables
(c) Other current liabilities
(d) Short-term provisions

(` 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

As per our report of even date

For and on behalf of the Board

For M. K. Dandeker & Co.


Chartered Accountants
C F

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

Annual Report 2014-15

63

Statement of Profit and Loss


for the year ended 31st March, 2015

(` in lacs)
Particulars

Note

For the year


ended
March 31, 2015

For the year


ended
March 31, 2014

Revenue from operations

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

Depreciation and amortization expense

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)

Tax in respect of earlier years

2.4

Profit after tax for the year

(165.29)

340.34

27.33

10.95

4,180.81

2,784.08

17.73

14.03

Earnings per equity share (Nominal value of ` 10 each) :


Basic and Diluted (in `)

2.1

Significant Accounting Policies Notes to the Financial


Statements

1&2

As per our report of even date

For and on behalf of the Board

For M. K. Dandeker & Co.


Chartered Accountants
C F

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

Shemaroo Entertainment Ltd.

Cash Flow Statement

for the year ended 31st March, 2015


Particulars

A.

(` in lacs)
For the year
ended
March 31, 2014

For the year


ended
March 31, 2015

CASH FLOW FROM OPERATING ACTIVITIES:


et rofit efore Ta
Adjustments to reconcile profit before tax to cash provided by operating
activities:
Depreciation & Amortisation expense

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

Unrealised Foreign Exchange (Gain)/Loss


Provision for Leave Encashment

(22.34)
(9.31)

Provision for Gratuity


Liabilities no longer required written back
Bad Debts written off
Operating Profit Before Working Capital Changes

(4.75)

(2.46)

6.52

2.30

8,819.79

6,589.87

Adjustments for changes in Working Capital


Trade & Other Receivables

(6,237.12)

Inventories

(5,154.36)

Increase/(Decrease) in Trade & Other Payables


Cash Generated from Operations
Ta e

ai

ef n

et

3,895.52

(231.64)

(906.09)

(2,740.72)

Cash Flow from Operating Activities


B.

(1,734.30)

(2,972.36)

(1,753.09)

11.72

0.34

CASH FLOW FROM INVESTING ACTIVITIES:


rocee

from ale of fi e a

et

Purchase of Fixed assets including Capital WIP and Intangible


assets under development
Dividend Income
Interest Income
Investments made in bank shares

(221.63)
13.77
103.30

65.47

(3.00)

Investment in Mutual Funds


Loans given to subsidiaries
Cash ow from Investing Activities

0.90

(33.77)
(926.61)

(286.84)

Annual Report 2014-15

Particulars

C.

65

(` in lacs)
For the year
ended
March 31, 2014

For the year


ended
March 31, 2015

CASH FLOW FROM FINANCING ACTIVITIES:


et rocee

from

ance of hare Ca ital

Increase / (Decrease) of Long term Borrowings

(976.71)

Increase / (Decrease) of Short term Borrowings

(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

Unamortised Expenses paid towards Fund Raising


Cash ow from Financing acitvites
D.

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS


Ca h & Ca h

i alent at the e innin

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

For and on behalf of the Board

For M. K. Dandeker & Co.


Chartered Accountants
C F

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

Shemaroo Entertainment Ltd.

proportionately charged. Fixed assets individually costing


` 5,000 or less are fully depreciated in the year of
acquisition. The Company has estimated the useful lives
for the fi e a et a follo

1 Significant Accounting Policies


a.

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.

Depreciation on tangible fixed assets


De reciation on fi e
a et i calc late
on a
straight-line basis using the rates arrived at based
on the useful lives estimated by the management,
or those prescribed under Part C of Schedule II
of the Companies Act, 2013, whichever is lower.
Depreciation for assets purchased/sold during a period is

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

e ent e en it re relate to an item of fi e a et


is added to its book value only if it increases the future
enefit from the e i tin a et e on it
re io l
assessed standard of performance. All other expenses
on e i tin fi e a et incl in a to a re air an
maintenance expenditure and cost of replacing parts, are
char e to the tatement of rofit an lo for the erio
during which such expenses are incurred.
ain or lo e ari in from ereco nition of fi e a et
are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are
reco ni e in the tatement of rofit an lo
hen the
asset is derecognized.

3 - 15 years

Furniture & Fixtures

Computer Software

Tangible fixed assets


Fixed assets are stated at cost, net of accumulated
depreciation and accumulated impairment losses, if any.
The cost comprises purchase price, borrowing costs
if capitalization criteria are met and directly attributable
cost including related internal costs of bringing the asset
to its working condition for the intended use. Any trade
discounts and rebates are deducted in arriving at the
purchase price. Adjustments arising from exchange rate
ariation attri ta le to the fi e a et are ca itali e

Plant & Machinery

Intangible Assets are recorded at acquisition cost and in


case of assets acquired on merger at their carrying values.
Websites/Brands are recognised as Intangible Asset if it is
expected that such assets will generate future economic
enefit an amorti e o er their ef l life not e cee in
four/ten years or estimated useful life whichever is lower.

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

The accounting policies adopted in the preparation of


financial tatement are con i tent ith tho e of re io
year.
b.

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

Annual Report 2014-15

attributable acquisition charges such as brokerage,


fees and duties. If an investment is acquired, or partly
acquired, by the issue of shares or other securities, the
acquisition cost is the fair value of the securities issued. If
an investment is acquired in exchange for another asset,
the acquisition is determined by reference to the fair value
of the asset given up or by reference to the fair value of the
investment acquired, whichever is more clearly evident.

discounts and rebates. The company collects service


tax on behalf of the government and, therefore, it is not
an economic enefit o in to the com an
ence it i
excluded from revenue.
Interest
Interest income is recognized on a time proportion basis
taking into account the amount outstanding and the
applicable interest rate. Interest income is included under
the hea other income in the tatement of rofit an
loss.

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.

On disposal of an investment, the difference between its


carrying amount and net disposal proceeds is charged or
cre ite to the tatement of rofit an lo
i.

Others

Inventories

Revenues relating to complete Feature Films are


reco ni e in the ear of relea e of feat re film

Projects in progress and movies under production are


stated at cost. Cost comprises the cost of materials, the
cost of services, labour and other expenses.

The cost of drama covering the cost of purchase of


copyrights and shooting expenses is expensed out as a
certain percentage of total cost.

Raw Stock, Digital Video Discs/Compact Discs stock are


stated at lower of cost or net realisable value.

e en e ertainin to relea e of m
recognized on the date of its release.

The copyrights are valued at a certain percentage of cost


based on the nature of rights. The Company evaluates
the realisable value and/or revenue potential of inventory
based on management estimate of market conditions and
future demand and appropriate write down is made in
cases where accelerated write down is warranted.

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

In respect of other rights like Video and other rights on the


date of the agreement of purchase with producer /seller,
ro i e the Cen or Certificate i in e i tence
l.

Cash and cash equivalents


Cash and cash equivalents for the purposes of cash
o
tatement com ri e ca h at an an in han an
deposits with banks.

m. Foreign currency translation


Transactions denominated in foreign currency are
recorded at the exchange rate prevailing on the date of the
transaction. Monetary assets and liabilities denominated
in foreign currency as at balance sheet date are converted
at the exchange rate prevailing on such date. Exchange
differences arising from such translation are recognized in
the tatement of rofit an o
c

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

In respect of satellite rights, as per the terms and


conditions of the agreement with producer / seller, with
respect to the date of agreement of purchase and the
e i tence of Cen or Certificate

The borrowing costs directly attributable to a movie/game


is capitalised as part of the cost.
j.

67

n.

Retirement and other employee benefits


etirement enefit in the form of ro i ent f n i a
efine contri tion cheme The contri tion to the
Employees provident fund and Employees pension fund
are char e to the tatement of rofit an lo for the
year when the contributions are due. The company has
no obligation, other than the contribution payable to the
provident fund.
Gratuity has been accounted on the basis of actuarial
valuation and the contribution thereof paid / payable is
char e to the tatement of rofit & o each ear

Shemaroo Entertainment Ltd.

ea e enca hment enefit ha e een acco nte on


the basis of acturial valuation done. The Projected Unit
Credit Method as stipulated by AS-15 has been used to
determine liability as on March 31, 2015.
o.

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.

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 period are adjusted for the effects
of all dilutive potential equity shares.
q.

r.

Deferred tax assets and deferred tax liabilities are offset,


if a legally enforceable right exists to set-off current tax
assets against current tax liabilities and the deferred tax
assets and deferred taxes relate to the same taxable
entity and the same taxation authority.

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
extremely rare cases where there is a liability 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

At each reporting date, the company re-assesses


unrecognized deferred tax assets. It recognizes
unrecognized deferred tax asset to the extent that it has
become reasonably certain or virtually certain, as the
ca e ma e that fficient f t re ta a le income ill e
available against which such deferred tax assets can be
realized.
The carrying amount of deferred tax assets are reviewed
at each reporting date. The company writes-down the
carrying amount of deferred tax asset to the extent 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
will be available against which deferred tax asset can be
realized. Any such write-down is reversed to the extent
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.

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.

Deferre income ta e re ect the im act of timin


differences between taxable income and accounting
income originating during the current year and reversal
of timing differences for the earlier years. Deferred tax is
measured using the tax rates and the tax laws enacted or
substantively enacted at the reporting date.
Deferred tax liabilities are recognized for all taxable
timing differences. Deferred tax assets are recognized
for deductible timing differences only to the extent that
there i rea ona le certaint that fficient f t re ta a le
income will be available against which such deferred tax
assets can be realized. In situations where the company
has unabsorbed depreciation or carry forward tax losses,
all deferred tax assets are recognized only if there is
virtual certainty supported by convincing evidence that
the can e reali e a ain t f t re ta a le rofit

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 period.

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.

Unamortised Expenses - Share Issue Expenses


The "Unamortised Expenses - Share Issue Expenses"
includes various expenditure incurred by the Company
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.

Annual Report 2014-15

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

Issued, Subscribed and Paid - up


Equity shares, ` 10/- par value
re io

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)

The reconciliation of the number of shares outstanding is set out below:


Particulars

As at March 31, 2015


Number

As at March 31, 2014


Number

(` in lacs)

(` in lacs)

Shares outstanding at the beginning of the year


Shares Issued during the year
Shares outstanding at the end of the year
ii)

7,333,335

733.33

27,182,239

2,718.22

19,848,904

1,984.89

Details of shareholders holding more than 5% shares:


Name of Shareholder

Equity Shares
As at March 31, 2015
No. of Shares
held

As at March 31, 2014

% of Holding

No. of Shares
held

% of Holding

Mr. Raman Maroo

17.69%

24.23%

Mr. Atul Maru

17.69%

24.23%

Mr. Buddhichand Maroo

35,75,320

Technology And Media Group Pte. Ltd.


Mr. Hiren Gada

35,75,320

6.71%
16,40,520

6.04%

16,40,520

12,34,200
-

69.89%

1,78,91,920

90.14%

Mr. Jai Maroo


Copthall Mauritius Investment Limited

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

Shemaroo Entertainment Ltd.

(` in lacs), except as otherwise stated


Earnings Per Share (EPS)
As at
March 31, 2015

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

Face Value per equity share

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

Add : Securities premium credited on Share issue

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

rofit for the ear


-

(-) Depreciation adjustment


Amount available for Appropriation
Appropriations:
(-) Transfer to General reserve

(104.52)

(69.60)

(-) Proposed Dividend

(326.19)

(99.24)

(66.41)

(-) Tax on Proposed Dividend

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.

Annual Report 2014-15

71

(` in lacs), except as otherwise stated


As at
March 31, 2015

As at
March 31, 2014

Note 2.3
Long-term borrowings
(a) Term loans
From banks
Secured

32.15
32.15

(b) Film Financing


Secured
Total

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.

ii) Film Financing from bank amounting to `


Repayment to be made on or before the release of the
lac
arch
ecifie film
t not later than
month from the ate of
2014: `
lac i ec re
fir t char e on all tan i le
and intangible assets at present and future, all revenues fir t a ance
an recei a le of the ecifie film ne ati e an er onal
guarantee of two promoter directors.

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

Allowances under the Income Tax Act, 1961


Total

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

Shemaroo Entertainment Ltd.

(` in lacs), except as otherwise stated


As at
March 31, 2015
Note 2.6
Short-term borrowings
(a) Working Capital Loans from Banks (Secured)
[Secured by hypothecation of stock, book debts and collaterally secured by mortgage
of property owned by the company and personal guarantee of some of the directors
of the company]
(b) Bank Overdraft
Unsecured

6,662.91

As at
March 31, 2014

9,625.76

2,111.65
2,111.65

(c) Loans and Advances (Unsecured)


- Directors
- Inter Corporate Deposits
- Related Parties
- Others

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

Annual Report 2014-15

73

(` in lacs), except as otherwise stated


Nature of Security and terms of repayment for Long Term secured borrowings:
Nature of Security

Terms of Repayment

i) Term loans from bank amounting to ` 26.32 lacs (March


31, 2014: ` 15.37 lacs) is secured by hypothecation of the
motor vehicles against which loan has been taken.

Repayable in equal monthly installments commencing as


per repayment schedules of the banks.

ii)

e a a le at the en of
disbursal.

hort Term oan Film financin from an amo ntin to `


3122.50 lacs (March 31, 2014: `
ac i ec re
lien on Third Party FMPs / Debt mutual funds, hypothecation
of ecifie ne ati e rint an intellect al ro ert ri ht
oo e t film ne ati e
er onal arantee of Director

month from the ate of fir t

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

Provision for leave Encashment

2.61

Provision for E S I C

0.67

Provident Fund

3.72

10.07

Maharashtra Labour Welfare Fund

0.01

0.01

27.50

22.16

345.53

752.99

326.19

99.24

(b) Other Provisions


ro i ion for ta
et of
Tax)
Proposed Equity Dividend
Provision for Tax on Proposed
Equity Dividend
Provision for Wealth Tax

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

of the Com anie

in hare of Co o erati e o in

The Com an ha re ie e the ef l life of the fi e a et


lac an rofit efore ta o i le er ` 57.65 lacs

Office

Intangible assets under


development
Software

41.62
201.96

Total Assets (Previous Year)

160.34

Intangible Assets

Tangible Assets

Previous Year

221.63

34.07

Total Assets (A) + (B)

34.07

Total In-Tangible Assets (B)

187.56

79.33

107.39

Dedcutions

Gross Block
Additions

Software

Intangible Assets

Total Tangible Assets (A)

5,751.31

414.96

Motor Vehicle

4,075.79

Plant & Machinery

il in

As on
01-Apr-2014

Furniture & Fixtures

Office

Tangible Assets

Particulars

Note 2.10: Fixed Assets

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 reciation for the ear i hi her

e certain area of

0.10

0.10

74.98

74.98

0.16

Deductions

Depreciation
For the
year

(` in lacs), except as otherwise stated


74
Shemaroo Entertainment Ltd.

Annual Report 2014-15

75

(` in lacs), except as otherwise stated


As at
March 31, 2015
Note 2.11
Non-current investments
Long Term Investments
(a) Trade Investments (valued at
cost)
Unquoted equity instruments
- Investment in Subsidiary
Companies
i
hemaroo ntertainment C
200 (Previous Year: 200) Equity
shares of no par value
ii) Shemaroo Entertainment (UK)
Private Ltd.
3600 (Previous Year: 3600 ) Equity
shares of GBP 10/- each fully paidup
iii) Shemaroo Films Private Limited
1000000 (Previous Year: 1000000)
Equity shares of ` 10/- each fully
paid-up
- Investment in Associate
Company
Vistaas Digital Media Private Limited
45000 (Previous Year: 45000)
Equity shares of ` 10/- each fully
paid-up
40000 (Previous Year: 40000)
Equity shares of ` 10/- each, fully
paid-up
Quoted equity instruments
- Investment in Mutual Fund Units
Name

As at
March 31, 2014

100.00

100.00

1,061.39

1,061.39

No of Units

Price per
unit (Market
Value)

Total

HDFC Floating Rate Income Fund


(b) Other Investments (valued at
cost)
i) 50,000 (Previous Year 50,000)
Equity shares of ` 10/- each fully
ai
of The
Co o
Bank Ltd.
ii) 20,000 (Previous Year 20,000)
Equity shares of ` 25/- each fully
paid-up of The Shamrao Vithal Coop. Bank Ltd.
Total
Aggregate amount of investments

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

Shemaroo Entertainment Ltd.

(` in lacs), except as otherwise stated


As at
March 31, 2015

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

In Fixed Deposit (Maturity more than


12 months)
Total

4.50

4.50

As at
March 31, 2015

As at
March 31, 2014

Note 2.14
Inventories
(a) Copyrights

19,392.65

(b) Movies under Production

207.92

(c) DVDs, VCDs & ACDs

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

Unsecured, considered good


b) Other receivables
Unsecured, considered good
Total

Annual Report 2014-15

77

(` in lacs), except as otherwise stated


As at
March 31, 2015

As at
March 31, 2014

Note 2.16
Cash and cash equivalents
(a) Balances with Bank
On Current Accounts

121.47

Deposit with original maturity of less than three months

11.79

12.90

Deposit with maturity of Less than 12 months but more than 3 months

67.56

23.56

Deposit with maturity of more than 12 months

33.12

2.06

233.94

59.49

(b) Cash on Hand


(c) Other Balances with Bank

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

(b) Other loans and advances


Withholding and Other Taxes Receivable
Advances paid for Supply of Goods and Rendering of Services
Balance with Customs, Central Excise Authorities

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

Shemaroo Entertainment Ltd.

(` in lacs), except as otherwise stated


Year ended
Year ended
31st March, 2015 31st March, 2014
Note 2.19
Revenue from operations
(a) Sale of Rights
(b) Sale of Products

1,224.24

(c) Income from Services

693.37

664.10

(d) Other Operating Revenue

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

From Current Investments


Long Term Investments
c

0.90

rofit on ale of n e tment

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

(b) Works Cost

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)

Annual Report 2014-15

79

(` in lacs), except as otherwise stated


Year ended
Year ended
31st March, 2015 31st March, 2014
Note 2.23
Employee benefit expense
Salaries, Bonus and Allowances
Contribution to Provident & Other funds
Staff Welfare Expenses
Total

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

Travelling & Conveyance


Loss on Sale of Fixed Assets

22.75
Total

1,503.49

1,260.77

Shemaroo Entertainment Ltd.

(` in lacs), except as otherwise stated


2.26
a

Related party disclosures


Names of related parties and description of relationship
Subsidiaries:
hemaroo ntertainment C
Shemaroo Entertainment (UK) Private Ltd.
Shemaroo Films Private Limited
Key Management Personnel:
Mr. Buddhichand Maroo
Mr. Raman Maroo
Mr. Atul Maru
Mr. Jai Maroo
Mr. Hiren Gada
Mr. Vinod Karani
Mr. Hemant Karani
Mr. Bipin Dharod
Mr. Ketan Maru
Mr. Harakhchand Gada
Mrs. Kranti Gada
Mrs. Smita Maroo
Ms. Mansi Maroo
Relatives of Key Management Personnel:

Entities having Common Control:

Mr. Ankit Singh


Mrs. Leelaben Maroo (wife of Mr. Buddhichand Maroo)
Mrs. Kastur Maroo (wife of Mr. Raman Maroo)
Mrs. Sangeeta Maru (wife of Mr. Atul Maru)
Mrs. Radhika Maroo (daughter of Mr. Raman Maroo)
ir i ar
a hter of r t l ar
Ms. Urvi Maru (daughter of Mr. Atul Maru)
Mrs. Madhuri Gada (wife of Mr. Hiren Gada)
Mrs. Varsha Karani (wife of Mr. Vinod Karani)
Atul H. Maru (HUF)
Buddhichand H. Maroo (HUF)
Raman H. Maroo (HUF)
Shemaroo Corporation
Sneha Arts
Shemaroo Holdings Private Limited
Think Walnut Digital Private Limited
Technology and Media Group PTE. Ltd.
Taurean Estate Development LLP
Braj Holdings Pte. Ltd.

Associate Company:
b

Related party transactions


efer

ote

Vistaas Digital Media Private Limited

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

Purchase of Goods & Services

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

(` in lacs), except as otherwise stated

Annual Report 2014-15

Shemaroo Entertainment (UK) Pvt. Ltd.


hemaroo ntertainment C
Shemaroo Films Private Limited
Loans Taken during the year
Atul Maru
Buddhichand Maroo
Jai Maroo
Raman Maroo
Hiren Gada
Other Income
Shemaroo Corporation
Dues from Related Parties
hemaroo ntertainment C
Shemaroo Entertainment (UK) Pvt. Ltd.
Vinod Karani
Shemaroo Corporation
Dues to Related Parties

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

(` in lacs), except as otherwise stated

Shemaroo Entertainment Ltd.

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

(` in lacs), except as otherwise stated

Annual Report 2014-15

Shemaroo Entertainment Ltd.

(` in lacs), except as otherwise stated


2.27 Value of imports calculated on CIF basis in respect of
Particulars
Components and spare parts

31-Mar-15
1.11
1.11

(` in lacs)
31-Mar-14
1.26
1.26

2.28 Expenditure in foreign currency


Particulars
Royalty
Dividend
Directors Sitting Fees
Others

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

2.29 Net dividend remitted in foreign exchange


Particulars
Year of remittance (ending on)
Period to which it relates
m er of non re i ent harehol er
m er of e it hare hel on hich i i en
Amount remitted

2.30 Earnings in foreign currency


Particulars
Exports at F.O.B. Value
2.31 Payment to auditor
Particulars
As Auditor:
Audit fee
Tax audit fee
In other capacity:
Management services
Other er ice certification fee
Reimbursement of expenses

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

n er rote t in the Financial ear n e

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.

Annual Report 2014-15

(` in lacs), except as otherwise stated


2.35 Gratuity Benefits as per AS 15 (Revised)
(` in lacs)
Particulars
I Assumptions as at
Mortality
Interest/ Discount rate

31-Mar-15

31-Mar-14

LIC (1994-96) Ult.

LIC (1994-96) Ult.

9.19%

Rate of increase in compensation


Rate of return (expected) on plan assets

II

9.00%

Employee Attrition Rate(Past Service (PS) )

PS: 0 to 42 : 3%

PS: 0 to 42 : 3%

Expected average remaining service (years)

17.04

17.04

157.57

151.22

Changes in present value of obligations


PVO (Plan Liability) at beginning of period
Interest cost

12.07

Current Service Cost

30.93

a t er ice Co t

non e te

a t er ice Co t
enefit

e te

enefit

enefit

ai

Actuarial (Gain)/ Loss on Obligation


PVO at end of period

(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

Fair Value of Plan assets at Beginning of Period


Expected return on plan assets
Contributions
enefit ai
Actuarial gain /(Loss)on plan assets
Fair value of plan assets at end of the Period
IV

0.22

191.92

Fair Value of Plan Assets


Fair Value of Plan assets at Beginning of Period
Actual Return on Plan Assets

16.19

Contributions
enefit ai

0.22
(12.94)

(0.72)

Fair value of plan assets at end of the Period

191.92

Funded Status (including unrecognised past service cost)

(14.13)

22.26

0.19

0.04

33.17

(25.25)

0.19

0.04

(9.35)

35.93

Excess of actual over estimated return on Plan Assets


V

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

Actuarial Gain/(Loss) Recognized


Actuarial Gain/(Loss) for the period (Obligation)

Shemaroo Entertainment Ltd.

(` in lacs), except as otherwise stated


Actuarial Gain/(Loss) for the period (Plan Assets)

0.19

0.04

Total Gain/(Loss) for the period

(9.16)

35.97

Actuarial Gain/(Loss) recognized for the period

(9.16)

35.97

206.05

157.57

Unrecognized Actuarial Gain/(Loss) at end of period


VII Past Service Cost Recognised
a t er ice Co t non e te
a t er ice Co t

e te

enefit

enefit

era e remainin f t re er ice till e tin of the enefit


eco ni e

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

VIII Amount to be recognized in the Balance Sheet and Statement of


Profit and Loss
PVO at end of period
Fair value of plan assets at end of the Period

191.92

Funded Status

(14.13)

22.26

Unrecognized Actuarial Gain/(Loss)


nreco ni e
et

et

a t er ice Co t non e te

ia ilit

enefit

reco ni e in the alance heet

(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

Expected return on plan assets


et ct arial

ain

reco ni e for the erio

en e reco ni e in the tatement of rofit an


X

Movements in the Liability recognized in Balance Sheet


O enin

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

Annual Report 2014-15

(` in lacs), except as otherwise stated


Contri

tion to Define Contri

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

2.36 Contingent Liabilities


Particulars
Disputed Direct Tax Demands
Disputed Indirect Tax Demands
Legal Cases against the company

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

ar to conform to c rrent ear

re entation

As per our report of even date

For and on behalf of the Board

For M. K. Dandeker & Co.


Chartered Accountants
C F

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

Shemaroo Entertainment Ltd.

INDEPENDENT AUDITORS REPORT


Report on the Consolidated Financial Statements
We ha e a ite the accom an in con oli ate financial
statements of SHEMAROO ENTERTAINMENT LIMITED
(hereinafter referred to as the Holding Company) and its
subsidiaries (the Holding Company and its subsidiaries
together referred to as the Group) its associates, comprising
of the Consolidated Balance Sheet as at 31st March, 2015, the
Con oli ate
tatement of rofit an o
the Con oli ate
Cash Flow Statement for the year then ended, and a summary
of the i nificant acco ntin
olicie an other e lanator
information (hereinafter referred to as the consolidated
financial tatement
Managements Responsibility
Financial Statements

for

the

Consolidated

The Holding Companys Board of Directors is responsible for


the re aration of the e con oli ate financial tatement
in terms of the requirements of the Companies Act, 2013
(hereinafter referred to as the Act) that give a true and
fair ie of the con oli ate financial o ition con oli ate
financial erformance an con oli ate ca h o
of the
Group including its Associates in accordance with the
accounting principles generally accepted in India, including
the cco ntin
tan ar
ecifie n er ection
of the
Act, read with Rule 7 of the Companies (Accounts) Rules,
2014. The respective Board of Directors of the companies
included in the Group and of its associates are responsible for
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Group and for preventing and detecting frauds and other
irregularities; the selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and the design, implementation
an maintenance of a e ate internal financial control
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to
the re aration an
re entation of the financial tatement
that give a true and fair view and are free from material
misstatement, whether due to fraud or error, which have
been used for the purpose of preparation of the consolidated
financial tatement
the Director of the ol in Com an
as aforesaid.
Auditors Responsibility
O r re on i ilit i to e re an o inion on the e con oli ate
financial tatement a e on o r a it While con ctin the
audit, we have taken into account the provisions of the Act,
the accounting and auditing standards and matters which are
required to be included in the audit report under the provisions
of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on
itin
ecifie
n er ection
of the ct Tho e
Standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance

a o t hether the con oli ate financial tatement are free


from material misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and the disclosures in the
con oli ate financial tatement The roce re electe
depend on the auditors judgment, including the assessment of
the ri
of material mi tatement of the con oli ate financial
statements, whether due to fraud or error. In making those
ri
a e ment the a itor con i er internal financial
control relevant to the Holding Companys preparation of the
con oli ate financial tatement that i e a tr e an fair ie
in order to design audit procedures that are appropriate in
the circ m tance
t not for the
r o e of e re in an
opinion on whether the Holding Company has an adequate
internal financial control
tem o er financial re ortin
in place and the operating effectiveness of such controls.
An audit also includes evaluating the appropriateness of
the accounting policies used and the reasonableness of the
accounting estimates made by the Holding Companys Board
of Directors, as well as evaluating the overall presentation of
the con oli ate financial tatement
We believe that the audit evidence obtained by us and the
audit evidence obtained by the other auditors in terms of their
reports referred to in sub-paragraph (a) of the Other Matters
ara ra h elo
i
fficient an a ro riate to ro i e
a a i for o r a it o inion on the con oli ate financial
statements.
Opinion
In our opinion and to the best of our information and according
to the e lanation
i en to
the afore ai con oli ate
financial tatement i e the information re ire
the ct
in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted
in India, of the consolidated state of affairs of the Group and
its associates as at 31st March, 2015, and their consolidated
rofit lo an their con oli ate ca h o for the ear en e
on that date.
Other Matters
a

We i not a it the financial tatement


financial
information of one
i iar
ho e financial tatement
financial information re ect total a et of `
as at 31st March, 2015, total revenues of `
an net ca h o
amo ntin to `
for the
year ended on that date, as considered in the consolidated
financial tatement The e financial tatement financial
information have been audited by other auditors whose
reports have been furnished to us by the Management and
o r o inion on the con oli ate financial tatement in o
far as it relates to the amounts and disclosures included in
respect of this subsidiary and our report in terms of subsections (3) and (11) of Section 143 of the Act, insofar as
it relates to the aforesaid subsidiary, is based solely on the
reports of the other auditors.

Annual Report 2014-15

O r o inion on the con oli ate financial tatement an


our report on Other Legal and Regulatory Requirements
elo i not mo ifie in re ect of the a o e matter ith
respect to our reliance on the work done and the reports of
the other a itor an the financial tatement financial
information certifie
the ana ement
Report on Other Legal and Regulatory Requirements
1.

2.

As required by the Companies (Auditors Report) Order,


2015 (the Order), issued by the Central Government of
India in terms of sub-section (11) of Section 143 of the
Act, based on the comments in the auditors reports of the
Holding company, subsidiary companies and associate
com an incor orate in n ia e i e in the nne re a
tatement on the matter
ecifie in ara ra h
an
of the Or er to the e tent a lica le

Directors of the Holding Company and the reports


of the statutory auditors of its subsidiary company,
none of the directors of the Group companies
and its associate company incorporated in India
i
i
alifie a on
t arch
from ein
appointed as a director in terms of Section 164 (2) of
the Act.
(f) With respect to the other matters to be included in
the Auditors Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
in our opinion and to the best of our information and
accor in to the e lanation i en to
i

The con oli ate financial tatement


i clo e
the impact of pending litigations on the
con oli ate financial o ition of the ro an
its associate entities Refer Note 2.32 to the
con oli ate financial tatement

ii.

The Group and its associate did not have


any material foreseeable losses on long-term
contracts including derivative contracts.

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


e tent a lica le that
(a) We have sought and obtained all the information and
e lanation
hich to the e t of o r no le e an
belief were necessary for the purposes of our audit of
the afore ai con oli ate financial tatement
(b) In our opinion, proper books of account as required
by law relating to preparation of the aforesaid
con oli ate financial tatement ha e een e t o
far a it a ear from o r e amination of tho e oo
and the reports of the other auditors.
(c) The Consolidated Balance Sheet, the Consolidated
tatement of rofit an o
an the Con oli ate
Cash Flow Statement dealt with by this Report are
in agreement with the relevant books of account
maintained for the purpose of preparation of the
con oli ate financial tatement
n o r o inion the afore ai con oli ate financial
statements comply with the Accounting Standards
ecifie n er ection
of the ct rea
ith
le
7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received
from the directors of the Holding Company as on
31st March, 2015 taken on record by the Board of

89

iii. There were no amounts which were required


to be transferred to the Investor Education and
Protection Fund by the Holding Company, and
its subsidiary companies and associate company
incorporated in India.
For M.K. Dandekar& Co
Chartered Accountants
(ICAI Reg. No. 000679S)

Place:Mumbai
Date: 06th May, 2015

K.J. Dandeker
Partner
Membership No. 018533

90

Shemaroo Entertainment Ltd.

Annexure to the Independent Auditors Report


The nne re referre to in o r n e en ent
itor
e ort
to the mem er of the Com an on the con oli ate financial
tatement for the ear en e
arch
e re ort that
(i)

(a) The Group and its associate have maintained proper


records showing full particulars, including quantitative
etail an
it ation of fi e a et to the e tent
applicable.
(b) The Group and its associate have a regular
ro ramme of h ical erification of fi e a et
hich fi e a et are erifie at erio ic inter al
n accor ance ith thi
ro ramme certain fi e
a et
ere erifie
rin the ear an no material
i cre ancie
ere notice on
ch erification n
o r o inion thi
erio icit of h ical erification
is reasonable having regard to the size of the Group
an it a ociate an the nat re of their fi e a et

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

(b) In our opinion and according to the information and


e lanation i en to
the roce re of h ical
erification of in entorie follo e
the mana ement
are reasonable and adequate in relation to the size of
the Group and its associate and the nature of their
business.
(c) The Group and its associate have maintained proper
recor of in entorie
e laine to
there a
no material discrepancies noticed on such physical
erification a com are to the oo recor
(iii) The Holding Company has granted interest free loan to
its wholly owned subsidiaries which are covered in the
register maintained under section 189 of the Companies
Act, 2013 (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
a lica le to the Com an in re ect of recei t reco er
of the principal and interest amount.
(iv) In our opinion and according to the information and
e lanation
i en to
there i an a e ate internal
control system commensurate with the size of the Group,

its associate and the nature of their business with regard


to rcha e of fi e a et in entor an ale of oo
and 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 Holding 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
ha e een com letel re ai
rin the financial ear an
hence as at the end of the year the Group, its associate
do not have any deposits within the meaning of the above
mentioned sections and rules framed there under.
(vi) The Central Government of India has not prescribed
the maintenance of cost accounting records under subsection (1) of section 148 of the Companies Act, 2013
for any of the services rendered by the Group and its
associate.
ii a

ccor in to the information an e lanation i en


to
an on the a i of o r e amination of the
records of the Group and its associate, amounts
e cte accr e in the oo of acco nt in re ect
of undisputed statutory dues including provident
f n em lo ee
tate in rance income ta
ale
ta
ealth ta
er ice ta an
t of e ci e
t
of c tom
al e a e ta ce an other material
statutory dues have been regularly deposited during
the year by the Group and its associate with the
appropriate authorities.
e laine to
the ro
an it a ociate
did not have any dues on account of According to
the information an e lanation
i en to
no
undisputed amounts payable in respect of provident
f n income ta
ale ta
ealth ta
er ice ta
t of c tom
al e a e ta ce an other
material statutory dues were in arrears as at March
for a erio of more than i month from
the date they became payable.
ccor in to the information an e lanation i en
to
there are no material e of ale ta
er ice
ta
al e a e ta
ealth ta
t of c tom
and cess which have not been deposited with the
appropriate authorities on account of any dispute.
o e er accor in to information an e lanation
i en to
the follo in
e of income ta ha e not
been deposited by the Holding Company on account
of i
te

Annual Report 2014-15

Name of the
statute
ncome Ta ct

Nature of Dues

Amount (in `)

ncome Ta

1,077,790

Period to Which the


amount relates
FY 2011-12

Forum where dispute is


pending
Com.of I.T.(A)

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

a e on o r a it roce re an accor in to the information an e lanation i en to


e are of the o inion that the
ro an it a ociate ha e not efa lte in re a ment of e to a financial in tit tion or an or e ent re hol er
ccor in to the information an e lanation i en to
the ro an it a
loan ta en
other from an or financial in tit tion the term an con ition
company.
i

ccor in to the information an e


were raised.

lanation

i en to

ociate ha e not i en an
arantee for
hereof i re icial to the intere t of the

the term loan ha e een a

lie for the

r o e for hich 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

Shemaroo Entertainment Ltd.

Consolidated Balance Sheet


as at 31st March, 2015
Particulars
I.

II.

Note

As at
March 31, 2015

(` in lacs)
As at
March 31, 2014

EQUITY AND LIABILITIES


(1) Shareholder's Funds
(a) Share Capital
(b) Reserves and Surplus

2.1
2.2

2,718.22
29,017.21
31,735.44

1,984.89
15,460.62
17,445.51

(2) Non-Current Liabilities


(a) Long-term borrowings
(b) Deferre ta lia ilit
et
(c) Long term provisions

2.3
2.4
2.5

32.15
682.61
54.00
768.77

1,008.86
847.90
62.21
1,918.97

(3) Current Liabilities


(a) Short-term borrowings
(b) Trade payables
(c) Other current liabilities
(d) Short-term provisions

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) Current assets


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

2.14
2.15
2.16
2.17
2.18

Total
Significant Accounting Policies Notes to the Financial Statements

1&2

As per our report of even date

For and on behalf of the Board

For M. K. Dandeker & Co.


Chartered Accountants
C F

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

Annual Report 2014-15

93

Consolidated Statement of Profit and Loss


for the year ended 31st March, 2015

(` in lacs)
Note

For the year


ended
March 31, 2015

For the year


ended
March 31, 2014

Revenue from operations

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

ect of earlier ear

Profit for the year


hare of rofit

in

ociate Com an

Profit for the year after adjusting reserves of Associate

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

Earning per equity share:


(1) Basic

2.1

17.35

13.68

(2) Diluted

2.1

17.35

13.68

Significant Accounting Policies Notes to the Financial Statements

1&2

As per our report of even date

For and on behalf of the Board

For M. K. Dandeker & Co.


Chartered Accountants
C F

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

Shemaroo Entertainment Ltd.

Consolidated Cash Flow Statement


for the year ended 31st March, 2015

For the year ended


Match 31, 2015

For the year ended


Match 31, 2014

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)

Trade & Other Payables

(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)

Investment in Mutual Funds

(800.00)

Loans given to subsidiaries

(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

Provision for Leave Encashment


Provision for Gratuity
Liabilities no longer required written back
Bad Debts written off
Operating Profit Before Working Capital Changes
Adjustments for changes in Working Capital
Trade & Other Receivables

Cash Generated from Operations


Ta e

ai

ref n

et

Cash Flow from Operating Activities


B. CASH FLOW FROM INVESTING ACTIVITIES:
rocee

from ale of fi e a

rcha e of Fi e a
development

et incl

et
in Ca ital W

Investments made in bank shares

Cash ow from Investing Activities

an

ntan i le a

et

n er

Annual Report 2014-15

95

Consolidated Cash Flow Statement


for the year ended 31st March, 2015 (Continue)
Particulars

For the year ended


Match 31, 2015

For the year ended


Match 31, 2014

10,860.65

C. CASH FLOW FROM FINANCING ACTIVITIES:


Net Proceeds from Issuance of Share Capital
ncrea e

Decrea e of on term orro in

(976.71)

984.63

ncrea e

Decrea e of hort term orro in

(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

Cash ow from Finanacing acitvites


D. NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
Cash & Cash Equivalents at the beginning (Refer Note 2.17)
Cash & Cash Equivalents at the End (Refer Note 2.17)
As per our report of even date

For and on behalf of the Board

For M. K. Dandeker & Co.


Chartered Accountants
C F

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

Shemaroo Entertainment Ltd.

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

Significant Accounting Policies

a.

Basis of preparation of Consolidated Financial


Statements:
The con oli ate financial tatement ha e een re are
and presented under the historical cost convention on
the accrual basis of accounting in accordance with the
accounting principles generally accepted in India and
comply with the mandatory Accounting Standards issued
by the Institute of Chartered Accountants of India to the
e tent a lica le
The Consolidated Financial statements relate to
Shemaroo Entertainment Limited (the Company), its
subsidiary companies and Associate Company (together
referred to as the Group) and have been prepared using
uniform accounting policies for like transactions and other
events in similar circumstances and are presented to the
e tent o i le in the ame manner a the Com an
e arate financial tatement
The Consolidated Financial Statements have been
re are on the follo in a i
i
n re ect of
i iar com anie the financial
statements have been consolidated on a line-by-line
basis by adding together the book values of like item
of a et lia ilitie income an e en e after
fully eliminating intra-group balances and unrealised
rofit lo e on intra ro
tran action a
er
Accounting Standard 21 - Consolidated Financial
Statements. In accordance with the Standard, the
lo e a lica le to the minorit to the e tent if it
e cee
the minorit
intere t in the
it of the
subsidiary, has been adjusted against the majority
interest.
ii
n re ect of a ociate com an
the financial
statements have been consolidated as per Accounting
Standard 23 - Accounting for Investments in
Associates in Consolidated Financial Statements'
following the Equity Method for Consolidation of
Associates.
iii The e ce of co t to the Com an of it in e tment

b.

United States of
America
United Kingdom

100%

100%

100%

100%

India

100%

100%

India

50%

50%

in the subsidiary company over the Companys share


of net assets of the subsidiary company is recognised
in the financial tatement a
oo ill
hich i
tested for impairment at each balance sheet date.
The e ce of Com an
hare of net a et of the
subsidiary company over the cost of acquisition is
treated as capital reserve.
iv) The results of operations of a subsidiary are included in
the Consolidated Financial Statements from the date
on which the parent-subsidiary relationship comes
into e i tence The re lt of o eration of a
i iar
with which the parent-subsidiary relationship ceases
to e i t are incl e in the con oli ate
tatement
of rofit an lo
ntil the ate of ce ation of the
relationship. The difference between the proceeds
from the disposal of investment in a subsidiary and
the carrying amount of its assets less liabilities as on
the ate of i o al are reco ni e a rofit or lo
on disposal of investment in the subsidiary.
The tran lation of financial tatement into n ian
Rupees relating to non-integral foreign operations
ha e een carrie o t in the follo in roce re
assets and liabilities have been translated at
clo in e chan e rate at the ear en an
income an e en e ha e een tran late at an
a era e of monthl e chan e rate
The re ltant tran lation e chan e ain lo
ha
been disclosed as Foreign Currency Translation
Reserve under Reserves and Surplus.
i The ote an
i nificant cco ntin
olicie to
the Consolidated Financial Statements are intended
to serve as a guide for better understanding of the
Groups position. In this respect, the Group has
disclosed such notes and policies, which represent
the requisite disclosure.
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

Annual Report 2014-15

c.

d.

amo nt of a et an lia ilitie on the ate of the financial


statements and the reported amount of revenues and
e en e
rin
the re ortin
erio
Difference
between the actual results and estimates are recognised
prospectively in the period in which results are known or
materialised.
Tangible fixed assets
Fi e a et are tate at co t net of acc m late
depreciation and accumulated impairment losses, if any.
The cost comprises purchase price, borrowing costs
if capitalization criteria are met and directly attributable
cost including related internal costs of bringing the asset
to its working condition for the intended use. Any trade
discounts and rebates are deducted in arriving at the
rcha e rice
tment ari in from e chan e rate
ariation attri ta le to the fi e a et are ca itali e
e ent e en it re relate to an item of fi e a et
is added to its book value only if it increases the future
enefit from the e i tin a et e on it
re io l
a e e
tan ar of erformance ll other e en e
on e i tin fi e a et incl in a to a re air an
maintenance e en it re an co t of re lacin art are
chan e to the tatement of rofit an lo for the erio
rin
hich ch e en e are inc rre
ain or lo e ari in from ereco nition of fi e a et
are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are
reco ni e in the tatement of rofit an lo
hen the
asset is derecognized.
Depreciation on tangible fixed assets
De reciation on fi e a et i calc late on a trai ht
line basis using the rates arrived at based on the useful
lives estimated by the management, or those prescribed
under Part C of Schedule II of the Companies Act, 2013,
whichever is lower. However, it was not practicable to use
uniform accounting policies for depreciation in the case of
follo in
i iar
Asset Head
Plant & Machinery

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

intended use or sale are capitalized as part of the cost


of the respective asset. All other borrowing costs are
e en e in the erio the occ r e ce t ill Di co ntin
charges which are being carried forward on time proportion
basis.
Impairment of assets
The Company assesses at each Balance Sheet date
whether there is any indication that an asset may be
im aire
f an
ch in ication e i t the Com an
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 re io l a e e im airment lo no lon er e i t
the recoverable amount is reassessed and the asset is
re ecte at the reco era le amo nt
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
attributable acquisition charges such as brokerage,
fees and duties. If an investment is acquired, or partly
acquired, by the issue of shares or other securities, the
acquisition cost is the fair value of the securities issued. If
an in e tment i ac ire in e chan e for another a et
the acquisition is determined by reference to the fair value
of the asset given up or by reference to the fair value of the
investment acquired, whichever is more clearly evident.
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.
On disposal of an investment, the difference between its
carrying amount and net disposal proceeds is charged or
cre ite to the tatement of rofit an lo
Inventories
Projects in progress and movies under production are
stated at cost. Cost comprises the cost of materials, the
co t of er ice la o r an other e en e
a
toc Di ital i eo Di c Com act Di c toc are
stated at lower of cost or net realisable value.
The copyrights are valued at a certain percentage of cost
based on the nature of rights. The Company evaluates
the reali a le al e an or re en e otential of in entor
based on management estimate of market conditions and
future demand and appropriate write down is made in
cases where accelerated write down is warranted.
The orro in co t irectl attri ta le to a mo ie ame

98

j.

k.

l.

Shemaroo Entertainment Ltd.

is capitalised as part of the cost.


Revenue Recognition
e en e i reco ni e to the e tent that it i ro a le 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
reco ni e
Sale of goods
e en e from ale of oo
CD CD D D C
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
ale ta e an
al e a e ta e
T on ehalf of
the government and, therefore, these are not economic
enefit o in to the com an
ence the are e cl e
from revenue.
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
discounts and rebates. The company collects service
ta on ehalf of the o ernment an therefore it i not
an economic enefit o in to the com an
ence it i
e cl e from re en e
Interest
Interest income is recognized on a time proportion basis
taking into account the amount outstanding and the
applicable interest rate. Interest income is included under
the hea other income in the tatement of rofit an
loss.
Dividends
Dividend income is recognized when the companys right
to receive dividend is established by the reporting date.
Others
Revenues relating to complete Feature Films are
reco ni e in the ear of relea e of feat re film
The cost of drama covering the cost of purchase of
co ri ht an hootin e en e i e en e o t a a
certain percentage of total cost.
e en e ertainin to relea e of m ic of film i
recognized on the date of its release.
Purchase of rights
In respect of satellite rights, as per the terms and
con ition of the a reement ith ro cer
eller ith
respect to the date of agreement of purchase and the
e i tence of Cen or Certificate
In respect of other rights like Video and other rights on the
ate of the a reement of rcha e ith ro cer eller
ro i e the Cen or Certificate i in e i tence
Cash and cash equivalents

Cash and cash equivalents for the purposes of cash


o
tatement com ri e ca h at an an in han an
deposits with banks.
m. Foreign currency translation
Transactions denominated in foreign currency are
recor e at the e chan e rate re ailin on the ate of the
transaction. Monetary assets and liabilities denominated
in foreign currency as at balance sheet date are converted
at the e chan e rate re ailin on ch ate
chan e
differences arising from such translation are recognized in
the tatement of rofit an o
c
n. Retirement and other employee benefits
etirement enefit in the form of ro i ent f n i a
efine contri tion cheme The contri tion to the
Employees provident fund and Employees pension fund
are char e to the tatement of rofit an lo for the
year when the contributions are due. The company has
no obligation, other than the contribution payable to the
provident fund.
Gratuity has been accounted on the basis of actuarial
al ation an the contri tion thereof ai
a a le i
char e to the tatement of rofit & o
cco nt each
year.
ea e enca hment enefit ha e een acco nte on
the basis of acturial valuation done. The Projected Unit
Credit Method as stipulated by AS-15 has been used to
determine liability as on 31st March,2015
ce t of the
ociate Com an
i taa Di ital e ia
Private Limited all policies are conformity with that of the
Group Policy.
o. Income tax
Ta e en e com ri e c rrent an eferre ta C rrent
income ta i mea re at the amo nt e ecte to e ai
to the ta a thoritie in accor ance ith the ncome ta
ct
enacte in n ia an ta la
re ailin in the
re ecti e ta
ri iction
here the com an o erate
The ta rate an ta la
e to com te the amo nt
are those that are enacted or substantively enacted, at
the reporting date.
Deferre income ta e re ect the im act of timin
ifference
et een ta a le income an acco ntin
income originating during the current year and reversal
of timin ifference for the earlier ear Deferre ta i
mea re
in the ta rate an the ta la enacte or
substantively enacted at the reporting date.
Deferre ta lia ilitie are reco ni e for all ta a le
timin
ifference Deferre ta a et are reco ni e
for e cti le timin
ifference onl to the e tent that
there i rea ona le certaint that fficient f t re ta a le
income ill e a aila le a ain t hich ch eferre ta
assets can be realized. In situations where the company
ha na or e e reciation or carr for ar ta lo e
all eferre ta a et are reco ni e onl if there i
virtual certainty supported by convincing evidence that
the can e reali e a ain t f t re ta a le rofit
At each reporting date, the company re-assesses

Annual Report 2014-15

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

Shemaroo Entertainment Ltd.

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

3,00,00,000 (Previous Year 3,00,00,000) Equity Shares

3,000.00

3,000.00

2,718.22

1,984.89

2,718.22

1,984.89

Issued, Subscribed and Paid - up


Equity shares, `

ar al e

2,71,82,239 (Previous Year 1,98,48,904) Equity Shares fully paid up.


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 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)

The reconciliation of the number of shares outstanding is set out below:


Particulars

Equity Shares
As at March 31, 2015
Number

Shares outstanding at the beginning of the year


Shares Issued during the year
Shares outstanding at the end of the year
ii)

As at March 31, 2014

(` 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

Details of shareholders holding more than 5% shares:


Name of Shareholder

Equity Shares
As at March 31, 2015
No. of Shares
held

As at March 31, 2014

% of Holding

No. of Shares
held

% of Holding

Mr. Raman Maroo

48,09,520

17.69%

48,09,520

24.23%

Mr. Atul Maru

48,09,520

17.69%

48,09,520

24.23%

Mr. Buddhichand Maroo

35,75,320

13.15%

35,75,320

18.01%

Technology And Media Group Pte. Ltd.

18,22,840

6.71%

18,22,840

9.18%

Mr. Hiren Gada

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%

Mr. Jai Maroo


Copthall Mauritius Investment Limited
Total Shareholding

Annual Report 2014-15

101

(` in lacs), except as otherwise stated


iii) For the period of five years immediately preceding the date as at which the Balance Sheet is prepared :
a)

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

Aggregate number of shares bought back is NIL

Earnings Per Share (EPS)


As at
As at
March 31, 2015 March 31, 2014
`
`
et rofit after ta a
Shareholders (` in lacs)

er

tatement of

rofit an

attri

ta le to

it

4,091.89

2,715.84

23,585,891

19,848,904

Basic and Diluted Earnings per share

17.35

13.68

Face Value per equity share

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.

Securities Premium Account


As per last Balance Sheet

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)

As per last Balance Sheet

9,379.47

6,849.35

rofit for the ear

4,091.89

2,715.84

(+) Transfer from General Reserve

(280.12)

Amount available for Appropriation

13,191.24

9,565.18

(-) Transfer to General reserve

(104.52)

(69.60)

(-) Proposed Dividend

(326.19)

(99.24)

(66.41)

(16.87)

12,694.13

9,379.47

29,017.22

15,460.62

ec ritie
b.

remi m cre ite on hare i

General Reserve
As per last Balance Sheet
Tran ferre from

r l

in tatement of rofit an

c.

Foreign Currency Translation reserve (loss)

d.

Surplus

ro riation

Ta on ro o e Di i en

Total

102

Shemaroo Entertainment Ltd.

(` in lacs), except as otherwise stated


Note 2.3
Long-term borrowings
As at
As at
March 31, 2015 March 31, 2014
Term loans
From banks
Secured

32.15

8.86

32.15

8.86

1,000.00

1,000.00

32.15

1,008.86

(b) Film Financing


Secured

Total

Nature of Security and terms of repayment for Long Term secured borrowings:
Nature of Security

Terms of Repayment

i) Term loans from bank amounting to `


lac
arch
` 8.86 lacs) is secured by hypothecation of the motor vehicles
against which loan has been taken.

Repayable in equal monthly installments commencing


as per repayment schedule of the bank.

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.

Repayment to be made on or before the release of


the ecifie film
t not later than
month from
the ate of fir t a ance

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

Annual Report 2014-15

103

(` in lacs), except as otherwise stated


Note 2.6
Short-term borrowings
As at
As at
March 31, 2015 March 31, 2014
(a) Working Capital Loans from Banks (Secured)

6,662.91

9,625.76

[Secured by hypothecation of stock, book debts and collaterally secured by mortgage


of property owned by the company and personal guarantee of some of the directors
of the company]
(b) Bank Overdraft
Unsecured

2,111.65

1,138.57

2,111.65

1,138.57

1,034.28

375.45

(c) Loans and Advances from (Unsecured)


- Directors
- Inter Corporate Deposits

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

(b) Short Term Loan / Film Financing


Secured
(c) Creditors for Capital Expenditure
(d) Interest Accrued and due
(e) Others*
incl e
recei e

ance from c tomer cre itor for e en it re e o it


ithhol in an other ta e a a le an other a a le
Total

104

Shemaroo Entertainment Ltd.

(` in lacs), except as otherwise stated


Nature of Security and terms of repayment for Long Term secured borrowings:
Nature of Security
Terms of Repayment
i) Term loans from bank amounting to `
lac
arch
` 15.37 Repayable in equal monthly installments
lacs ) is secured by hypothecation of the motor vehicles against which loan commencing as per repayment schedules
of the banks.
has been taken.
ii) Short Term Loan from bank amounting to `
Repayable at the end of 12 months from
lac
arch
the ate of fir t i
r al
`
lac i 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 arantee of Director
Note 2.9
Short-term provisions
As at
As at
March 31, 2015 March 31, 2014
(a) Provision for Employee Benefits
Provision for Group Gratuity
Provision for leave Encashment
Provision for E S I C
Provident Fund
Maharashtra Labour Welfare Fund
(b) Other Provisions
ro i ion for ta
et of
ance Ta
Proposed Equity Dividend
ro i ion for Ta on ro o e
it Di i en
ro i ion for Wealth Ta
Total

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

Note 2.10: Fixed Assets


(` in lacs)
Particulars
As on
01-Apr-2014

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

Plant & Machinery

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

Total In-Tangible Assets (B)

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

Total Assets (A) + (B)


Previous Year
Tangible Assets
Intangible Assets
Previous Year
Intangible assets under
development
Office

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.

Annual Report 2014-15

105

(` in lacs), except as otherwise stated


Note 2.11
Non-current investments
As at
As at
March 31, 2015 March 31, 2014
Long Term Investments
(a) Trade Investments (valued at cost)
Unquoted equity instruments
- Investment in Associate Company
Vistaas Digital Media Private Limited
45.00

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

Closing Balance as at year end


(b) Other Investments (valued at cost)
i)

50,000 (Previous Year 50,000) Equity shares of `


N.K.G.S.B. Co-op. Bank Ltd.

each f ll

ai

of The

5.00

5.00

ii)

20,000 (Previous Year 20,000) Equity shares of `


Shamrao Vithal Co-op. Bank Ltd.

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

Investment in Mutual Fund Units


Name

No of Units

Price per unit

HDFC Floating Rate Income Fund

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

(b) Other loans and advances


Loans to Others
Loans to employees
re ai

en e

Total

106

Shemaroo Entertainment Ltd.

(` in lacs), except as otherwise stated


Note 2.13
Other non-current assets

Non-Current bank balances


n Fi e De o it at rit more than

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

Advances paid for Supply of Goods and Rendering of Services

166.06

162.90

1,208.90

1,530.67

Annual Report 2014-15

107

(` in lacs), except as otherwise stated


alance ith C
re ai

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

(a) Sale of Rights


(b) Sale of Products

878.38

1,351.33

(c)

Income from Services

693.37

664.10

(d) Other Operating Revenue

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

Others (Non-Trade Investments)


From Current Investments
Long Term Investments
(c) Profit on Sale of Fixed Assets / Shares

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

(b) Works Cost


Total

21,216.65

1,731.30

1,001.26

29,107.53

22,217.91

108

Shemaroo Entertainment Ltd.

(` in lacs), except as otherwise stated


Note 2.22
Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

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

(a) Inventories (at close)


(b) Inventories (at commencement)

Note 2.23
Employee benefit expense

Salaries, Bonus and Allowances


Contribution to Provident & Other funds
taff Welfare
en e

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

Bad debts written off


ine De elo ment
en e
Comm nication
en e
Directors Fees
Donations
lectricit
en e
Forei n chan e Fl ct ation o
net
Interest on Government Dues
eneral
en e
Insurance Charges
Legal, Professional and Consultancy Fees
Auditors Remuneration
ent
ate an Ta e
Repairs and Maintenance
Repairs and maintenance - Machinery
Repairs and maintenance - Others
Security Charges
ellin
en e
Travelling & Conveyance
o on ale of Fi e
et
Total

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

Annual Report 2014-15

109

(` in lacs), except as otherwise stated


2.26 Related party disclosures
a Names of related parties and description
of relationship
Key Management Personnel:
Mr. Buddhichand Maroo
Mr. Raman Maroo
Mr. Atul Maru
Mr. Jai Maroo
Mr. Hiren Gada
Mr. Vinod Karani
Mr. Hemant Karani
Mr. Bipin Dharod
Mr. Ketan Maru
Mr. Harakhchand Gada
Mrs. Kranti Gada
Mrs. Smita Maroo
Ms. Mansi Maroo
Mr. Ankit Singh
Entities having Common Control:
Atul H. Maru (HUF)
Buddhichand H. Maroo (HUF)
Raman H. Maroo (HUF)
Shemaroo Corporation
Sneha Arts
Shemaroo Holdings Private Limited
Think Walnut Digital Private Limited
Taurean Estate Development LLP
Technology and Media Group PTE. Ltd.
Braj Holdings Pte. Ltd.
Associate Company:
Vistaas Digital Media Private Limited
Related party transactions
Refer Note b.

Purchase of Goods & Services


Sneha Arts
Think Walnut Digital Private Limited
Vistaas Digital Media Private Limited
Remuneration to Directors
Raman Maroo
Atul Maru
Hiren Gada
Salaries
Bipin Dharod
Hemant Karani
Ketan Maru
Harakhchand Gada
Vinod Karani
Kranti Gada
Smita Maroo
Mansi Maroo
Ankit Singh
Directors Sitting Fees
Buddhichand Maroo
Jai Maroo
Interest Paid (on Loans)
Raman Maroo
Atul Maru
Hiren Gada
Buddhichand Maroo
Jai Maroo
Smita Maroo
Dividend
Atul Maru
Bipin Dharod
Buddhichand Maroo
Harakhchand Gada
Hemant Karani
Hiren Gada
Jai Maroo
Ketan Maru

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

(` in lacs), except as otherwise stated

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

(` in lacs), except as otherwise stated

Annual Report 2014-15


111

112

Shemaroo Entertainment Ltd.

(` in lacs), except as otherwise stated


2.27 Gratuity Benefits as per AS 15 (Revised)
(` in lacs)
Particulars
I

ntere t Di co nt rate
Rate of increase in compensation
ate of ret rn e

ecte

on lan a

et

Employee Attrition Rate(Past Service (PS) )


ecte a era e remainin

er ice

8.00%

8.00%

9.00%

8.75%
to

157.57

151.22

Interest cost

13.89

12.07

Current Service Cost

38.18

30.93

Changes in present value of obligations

enefit

non e te
e te

enefit

enefit

ai

ct arial

ain

on O li ation

PVO at end of period

(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

Changes in Fair Value of Plan Assets


Fair Value of Plan assets at Beginning of period
ecte ret rn on lan a

et

Contributions
enefit ai
ct arial ain

on lan a

et

Fair value of plan assets at end of the period


Fair Value of Plan Assets
Fair Value of Plan assets at Beginning of period
Actual Return on Plan Assets
Contributions
enefit ai
Fair value of plan assets at end of the period
Funded Status (including unrecognised past service cost)
ce

of act al o er e timate ret rn on lan

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

LIC (1994-96) Ult.

9.19%

16.74

a t er ice Co t

IV

LIC (1994-96) Ult.

PS: 0 to 42 : 3%

ear

PVO (Plan Liability) at beginning of period

III

March 31, 2014

Assumptions as at
Mortality

II

March 31, 2015

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

Actuarial Gain/(Loss) Recognized


ct arial

ain

for the erio

ct arial

ain

for the erio

O li ation
lan

et

Annual Report 2014-15

113

(` in lacs), except as otherwise stated


2.27 Gratuity Benefits as per AS 15 (Revised)
(` in lacs)
Particulars

March 31, 2015

March 31, 2014

(9.16)

35.97

(9.16)

35.97

PVO at end of period

206.05

157.57

Fair value of plan assets at end of the Period

191.92

179.83

Funded Status

(14.13)

22.26

Total

ain

ct arial

for the erio

ain

nreco ni e
VII

reco ni e for the erio

ct arial

ain

at en of erio

Past Service Cost Recognised


a t er ice Co t non e te
a t er ice Co t

e te

enefit

enefit

era e remainin f t re er ice till e tin of the enefit


eco ni e

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

VIII Amount to be recognized in the Balance Sheet and Statement of Profit


& Loss Account

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

reco ni e in the alance heet

(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)

Expense recognized in the statement of P & L A/C


Current Service Cost
Interest cost
a t er ice Co t

non e te

a t er ice Co t
nreco ni e

e te

enefit

a t er ice Co t non e te

ecte ret rn on lan a


et ct arial

enefit

ain

et

reco ni e for the erio

en e reco ni e in the tatement of


X

enefit

&

Movements in the Liability recognized in Balance Sheet


Opening Net Liability
en e a a o e

XI

Contribution paid

(8.83)

(0.22)

Closing Net Liability

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 to Define Contri

tion lan

Employer's Contribution to Provident Fund

reco ni e a e

en e i a

ntertainment a the onl

rimar re orta le

ine

e ment The Com an ha no eo ra hical e ment other

SHEMAROO FILMS PRIVATE LIMITED

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

Vistaas Digital Media


Private Limited

S. No.

No of
Shares

1,061.39

Amount of
Investment in
Associates/Joint
Venture
50%

Extend
of
Holding
%

Shares of Associate/Joint Ventures


held by the company on the year end

31st March, 45,000


2015

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

Reason why the associate/


joint venture is not
consolidated

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

ith r le of Com anie

Investments Turnover
included in
Total Assets

of ection

Total
Liabilities

ection

Part "B" : Associates and Joint Ventures


Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

SHEMAROO ENTERTAINMENT (UK) PRIVATE


LIMITED

oint ent re

Reporting Exchange Capital Reserves Total


Currency Rate (in `)
Assets

ociate Com anie an

SHEMAROO ENTERTAINMENT INC. (USA)

Name of Subsidiary

i iarie

S.
No.

Part "A" : Subsidaries

2.30 Financial Detail of

le

(1.52)

(71.31)

(1.96)

(` in lacs)

NIL

NIL

NIL

(14.14)

NIL

Considered
Not
in
Considered in
Consolidation Consolidation

Profit / Loss for the year

Provision Profit/ Proposed


for Tax (Loss) Divdend
after
Tax

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.

2.28 The Com an ha i entifie


than India.

(` in lacs), except as otherwise stated


114
Shemaroo Entertainment Ltd.

Annual Report 2014-15

115

(` in lacs), except as otherwise stated


2.31 Contingent Liabilities
( ` in lacs)
Particulars
Di

te Direct Ta Deman

Di

te

n irect Ta Deman

Legal Cases against the company

March 31, 2015

March 31, 2014

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

ar to conform to c rrent ear

re entation

As per our report of even date

For and on behalf of the Board

For M. K. Dandeker & Co.


Chartered Accountants
C F

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

Shemaroo Entertainment Ltd.

NOTES

Annual Report 2014-15

SHEMAROO ENTERTAINMENT LIMITED


CIN: L67190MH2005PLC158288
Registered Office: Shemaroo House, Plot No. 18, Marol Co-op Indl. Estate, Off Andheri Kurla Road, Andheri (E), Mumbai 400059
Tel: +91 22 4031 9911; Facsimilie: +91 22 28519770; Website: www.shemarooent.com

NOTICE

of the Annual General Meeting


Notice is hereby given that the 10th (Tenth) Annual General
Meeting (AGM) of the members of Shemaroo Entertainment
Limited will be held on Monday, September 21, 2015, at
3:00p.m. at Rama and Sundri Watumull Auditorium,
Kishinchand Chellaram College, Dinshaw Road, Churchgate,
Mumbai - 400 020, to transact the following business:
ORDINARY BUSINESS
To recei e con i er an a o t the a ite financial
tatement
incl in a ite con oli ate financial
tatement for the financial ear en e
arch
and the Reports of the Directors and the Auditors thereon.
To eclare final i i en on e
year ended March 31, 2015.

it

hare for the financial

3.

To appoint a Director in place of Mr. Atul Maru (DIN:


00169264), who retires by rotation and being eligible,
offers himself for re-appointment.

4.

To ratify appointment of M.K.Dandekar & Co., Chartered


Accountants, (Firm Registration No. 000679S) as
Statutory Auditors of the Company for the year 2015-16
an to fi their rem neration

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,

whose term shall not be subject to retirement by rotation


to hol office for a term of fi e ear commencin from
March 28, 2015.
RESOLVED FURTHER THAT the Board be and is hereby
authorised to do all acts and take all such steps as may
e nece ar
ro er or e e ient to i e effect to thi
resolution.
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 in accordance with the provisions
of Sections 196, 197 and 203 and other applicable
provisions, if any, of the Companies Act, 2013 read
with the Rules made thereunder and Schedule V of the
said Act, approval of the Company be and is hereby
accorded to the re-appointment of Mr. Raman Maroo (DIN
00169152) as Managing Director of the Company, for a
erio of fi e ear
ith effect from an ar
on the terms and conditions including remuneration as set
o t in the tatement anne e to the otice con enin thi
Meeting, with liberty to the Board of Directors (hereinafter
referred to as the Board which term shall be deemed to
include the Nomination and Remuneration Committee of
the Board) to alter and vary the terms and conditions of
the said re-appointment and / or remuneration as it may
eem fit an a ma e acce ta le to r aman aroo
ect to the ame not e cee in the limit
ecifie
under Schedule V to the Companies Act, 2013 or any
tat tor mo ification or re-enactment thereof;
RESOLVED FURTHER THAT the Board be and is hereby
authorised to do all acts and take all such steps as may
e nece ar
ro er or e e ient to i e effect to thi
resolution.
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 in accordance with the provisions
of Sections 196, 197 and 203 and other applicable
provisions, if any, of the Companies Act, 2013 read with
the Rules made thereunder and Schedule V of the said
Act, approval of the Company be and is hereby accorded

Shemaroo Entertainment Ltd.

to the re-appointment of Mr. Atul Maru (DIN 00169264)


a oint ana in Director of the Com an for a erio
of fi e ear
ith effect from an ar
on the
terms and conditions including remuneration as set out
in the tatement anne e to the otice con enin thi
Meeting, with liberty to the Board of Directors (hereinafter
referred to as the Board which term shall be deemed
to include the Nomination and Remuneration Committee
of the Board) to alter and vary the terms and conditions
of the said re-appointment and / or remuneration as it
ma eem fit an a ma e acce ta le to r t l ar
ect to the ame not e cee in the limit
ecifie
under Schedule V to the Companies Act, 2013 or any
tat tor mo ification or re enactment thereof

provided under Section 198 of the Companies Act, 2013.


RESOLVED FURTHER THAT the Board of Directors of the
Company (including the Nomination and Remuneration
Committee) be and is hereby authorised to do all acts
and take all such steps as may be necessary, proper or
e e ient to i e effect to thi re ol tion
Notes:
1.

RESOLVED FURTHER THAT the Board be and is hereby


authorised to do all acts and take all such steps as may
e nece ar
ro er or e e ient to i e effect to thi
resolution.
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 in accordance with the provisions
of Sections 196, 197 and 203 and other applicable
provisions, if any, of the Companies Act, 2013 read with
the Rules made thereunder and Schedule V of the said
Act, approval of the Company be and is hereby accorded
to the re-appointment of Mr. Hiren Gada (DIN: 01108194)
a a Whole Time Director an Chief Financial Officer of
the Com an for a erio of fi e ear ith effect from
an ar
on the term an con ition incl in
rem neration a
et o t in the tatement anne e to
the Notice convening this Meeting, with liberty to the
Board of Directors (hereinafter referred to as the Board
which term shall be deemed to include the Nomination
and Remuneration Committee of the Board) to alter and
vary the terms and conditions of the said re-appointment
an or rem neration a it ma eem fit an a ma e
acceptable to Mr. Hiren Gada, subject to the same not
e cee in the limit
ecifie
n er che le
to the
Com anie ct
or an tat tor mo ification
or
re-enactment thereof;

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.

To con i er an if tho ht fit to a


ith or itho t
mo ification
the follo in re ol tion as an Ordinary
Resolution:
RESOLVED THAT in supersession of the resolution
previously passed by the members in this regards and
pursuant to the provisions of Section 197, 198 and other
applicable provision(s), if any, of the Companies Act, 2013
an
le ma e there n er the on
ec ti e Director
(i.e. Directors other than Managing Directors and Whole
Time Director of the Company) be paid, remuneration, as
the Board of Directors may time to time determine, not
e cee in in a re ate
One ercent or ch other
ercenta e of the et rofit of the Com an in an
financial ear a ma e ecifie n er the Com anie
Act, 2013 from time to time and computed in the manner

The Register of Members and Share Transfer


Books will remain closed from September 15, 2015
to September 21, 2015, (both days inclusive) for
determining the names of members eligible for final
dividend on Equity Shares, if declared at the Meeting.
The Final Di i en for the financial ear en e
arch
2015, as recommended by the Board, if approved by the
Members at the AGM, will be paid / dispatched on or after
September 21, 2015 (within the statutory time limit of 30
days).

RESOLVED FURTHER THAT the Board be and is hereby


authorised to do all acts and take all such steps as maybe
nece ar
ro er or e e ient to i e effect to thi
resolution.
9.

MEMBER ENTITLED TO ATTEND AND VOTE AT


THE ANNUAL GENERAL MEETING IS ENTITLED TO
APPOINT A PROXY TO ATTEND AND VOTE ON A
POLL ON HIS / HER BEHALF AND THE PROXY NEED
NOT BE A MEMBER OF THE COMPANY. A person
can act a
ro for onl
mem er an hol in in
aggregate not more than 10 percent of the total share
capital of the company carrying voting rights. Member
holding more than 10 percent of the total share capital of
the company carrying voting rights may appoint a single
er on a ro an
ch er on hall not act a ro for
an other mem er The in tr ment a ointin the ro
duly completed and signed, must be deposited at the
Com an re i tere office not le than
ho r efore
the commencement of the meetin
ro ie
mitte
on behalf of Limited Companies, Societies, etc., must
be supported by an appropriate resolution / authority, as
a lica le
ro form for the
i anne e to the
Annual Report.

5.

Members holding shares in demat form are hereby


informed that the bank particulars registered with their
respective Depository Participants, with whom they
maintain their demat accounts, will be used by the
Company for the payment of Dividend. The Company
or it
e i trar cannot act on an re e t recei e
directly from the Members holding shares in demat
form for any change of bank particulars. Such changes
are to be intimated to the Depository Participants of the
members. Members whose shareholding in demat form
are re e te to intimate an chan e in their a re
and / or bank mandate immediately to their Depository
Participants.
em er hol in

hare in h

ical form are re

e te

Annual Report 2014-15

to intimate any change of address and / or bank mandate


to Link Intime India Private Limited / Corporate Secretarial
Department of the Company immediately.
7.

For convenience of the members and proper conduct of


the meeting, entry to the meeting venue will be regulated
by Attendance Slip, which is enclosed with the Annual
e ort
em er
ro ie
a thori e re re entati e
are re e te to rin the l fille tten ance li an
hand it over at the Registration Counter at the venue.

8.

In case of joint holders attending the AGM, only such joint


holder who is higher in the order of names will be entitled
to vote at the meeting.

9.

The Register of Directors and Key Managerial Personnel


and their shareholding, maintained under Section 170 of
the Companies Act, 2013 and the Register of Contracts
or Arrangements in which the directors are interested,
maintained under Section 189 of the Companies Act,
2013, will be available for inspection at the AGM.

10. Pursuant to sections 101 and 136 of the Companies Act,


2013 read with the Rules framed thereunder, the Notice
calling the Annual General Meeting along with the Annual
Report 2014-15 would be sent by electronic mode to
those Members whose e-mail addresses are registered
with the Depository or the Companys Registrar and
Tran fer ent
nle the em er ha e re e te for
a physical copy of the same. For Members who have not
registered their e-mail addresses, physical copies would
be sent by the permitted mode.
em er are re e te to
ort thi
reen nitiati e
by registering/updating their e-mail addresses with
the Depository Participant (in case of Shares held in
dematerialised form) or with Link Intime (India) Private
Limited (in case of Shares held in physical form).
11. As a measure of austerity, copies of the Annual Report will
not be distributed at the AGM. Members are, therefore,
re e te to rin their co ie of the nn al e ort to the
Meeting.
The ec ritie
chan e oar of n ia
ha
mandated submission of Permanent Account Number
(PAN) by every participant in the securities market.
em er hol in hare in electronic form are re e te
to submit PAN to their Depository Participant(s) with whom
they are maintaining their demat accounts. Members
holding shares in physical form can submit their PAN
details to the Companys Registrar and Transfer Agent.
13. Members who wish to obtain further information on the
financial tatement for the ear en e
arch
ma en their
erie at lea t
a
efore the
to the Com an
ecretar
Com liance Officer of the
Com an at the re i tere office of the Com an or at
investor_services@shemaroo.com
14. In compliance with Section 108 of the Companies Act,
2013 read with Rule 20 of the Companies (Management
and Administration) Rules, 2014 and Clause 35B of the

Listing Agreement, the Company is pleased to provide


th
mem er facilit to e erci e their ote at the
AGM
by electronic means. The facility of casting votes by
a member using an electronic voting system (remote
e-voting), from a place other than the venue of the AGM
will be provided by National Securities Depository Limited
(NSDL) for all the business as detailed in the notice. A
member can opt for only one mode of voting i.e. either
through e-voting or by Ballot. In case member casts their
vote through both the modes, then voting done through
e-voting shall prevail and vote cast through Ballot form
shall be treated as invalid.
The Company has appointed Mr. Manish L. Ghia of
M/s. Manish Ghia & Associates, Practicing Company
Secretaries (Membership No. FCS 6252), to act as the
cr tini er to cr tini e the entire otin an remote
e-voting (including ballot form received from the Members
who do not have access to the e- voting process), in a
fair and transparent method. The members desiring to
ote thro h remote e otin are re e te to refer to the
detailed procedure given hereinafter:
INSTRUCTIONS FOR REMOTE E-VOTING
em er are re e te to follo
cast their vote through e-voting:

the in tr ction

elo

to

A. In case a member receives an e-mail from NSDL [for


members whose e-mail addresses are registered with the
Company / Depository Participant(s)]:
O en the attache
DF file namel e otin
f
giving your Client ID or Folio No. as passwords. The
ai file contain o r
er D an
a
or for
e-voting. Please note that the password is an initial
password.
2.

Launch internet browser and open https://www.


evoting.nsdl.com.

3.

Click on Shareholder Login

4.

If you are already registered with NSDL for e-voting,


then o can e o r e i tin
er D an a
or
for casting your vote.
f o are lo in in for the fir t time lea e enter
the user ID and password provided in the PDF
file attache
ith the e mail a initial a
or
The Password Change menu will appear on your
screen. Change to a new password of your choice,
making sure that it contains a minimum of 8 digits
or characters or a combination of both. Please take
tmo t care to ee o r a
or confi ential

6.

Once the e-voting home page opens, click on e-voting


> Active Voting Cycles.

7.

Select EVEN (E-voting Event Number) of Shemaroo


Entertainment Limited. Now you are ready for e-voting
as Cast votes page opens.

8.

Cast your vote by selecting appropriate option and


clic on
mit an al o Confirm
hen rom te
on confirmation the me
successfully will be displayed.

a e

ote

ca t

10. Once the vote on a resolution is cast, the Members

Shemaroo Entertainment Ltd.

hall not e allo e to chan e it

entl

Institutional shareholders (i.e., other than Individuals,


F
etc are al o re ire to en canne
co
DF
format of the oar
e ol tion
together with their attested specimen signatures
a thori in their re re entati e to ote on their ehalf
at the AGM to the Company through an e-mail on
investors_services@shemaroo.com with a copy
marked to e-voting@nsdl.co.in
n ca e of an
erie
o ma refer the Fre entl
Asked Questions (FAQs) and e-voting user manual
for Shareholders available at the Downloads section
of www.evoting.nsdl.com or call on toll free no.: 1800222-990.
B. In case a member receives physical copy of the Notice
convening the AGM [for members whose e-mail addresses
are not registered with the Company/Depository
Participant(s)]:
i
ii)

er D an

or

rinte O erleaf

Please follow all steps from 2 to 10 as mentioned in


(A) above to cast your vote.

e otin then o can e o r e i tin


er D an
password for casting your vote. If you forget your
password, you can reset your password by using
For ot er Detail
a
or
o tion a aila le on
www.evoting.nsdl.com.
i

The cr tini er hall imme iatel after the concl ion


of voting at the general meeting, would count the votes
cast at the meeting, thereafter unblock the votes cast
through remote e-voting in the presence of at least
two witnesses not in the employment of the Company
and make, not later than three days of the conclusion
of the meetin a con oli ate cr tini er
e ort of
the total votes cast in favour or against, if any, to the
Chairman or a er on a thori e
him in ritin
who shall countersign the same.
The re lt eclare alon
ith the cr tini er
Report shall be placed on the Companys website
www.shemarooent.com and on the website of NSDL
w ww.evoting.nsdl.com immediately after the results
is declared. The Company shall simultaneously
forward the results to BSE Limited (BSE) and the
ational toc
chan e of n ia imite
where the shares of the Company are listed.

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.

By Order of the Board of Directors

ii)

Members who do not have access to remote e-voting


facilit ma en
l com lete allot form anne e
hereto o a to reach the cr tini er a ointe
the Board of Directors of the Company, Mr. Manish
L. Ghia of M/s. Manish Ghia &.Associates, Practicing
Company Secretaries, (Membership No. FCS 6252),
at the e i tere Office of the Com an not later than
September 20, 2015 (5.00 p.m. IST). Any person who
becomes a member of the Company after dispatch
of the Notice of the Meeting and holding shares as
on the cut-off date i.e. September 14, 2015 have
the option to download the same from the website
of the company. The Ballot form received after
September 20, 2015 (5.00 p.m. IST) will be treated
as invalid.

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

Annual Report 2014-15

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.

No. of shares held in


the Company
Directorships held
in other public
com anie e cl in
foreign companies
and Section 8
Companies)
Memberships /
Chairmanships of
committees of other
public companies
(includes only
Audit Committee
Stakeholders
Relationship
Committee)
Inter-se relationships
between Directors

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

Shemaroo Entertainment Ltd.

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

resolution under Item No. 6 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 aman aroo 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. 6 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

Mr. Raman Maroo


December 06, 1950
00169152
December 28, 2005
Mr. Raman Maroo has been associated
with the Group since 1974. He has
completed his higher secondary
studies from Mumbai, post which
he joined the Group. He has been
in tr mental in the ro
e an ion
into television rights syndication as
well as transformation of Shemaroo
into a content house. He has led the
Companys growth for many years.
e tarte ac irin Film i ht for
Home Video, Cable and Satellite
distribution. He has always remained
the driving force in the Company,
taking it into new directions. He has
valuable relationships with various key
players within the Indian entertainment
in
tr
incl in
film
ro cer
television broadcasters, amongst
others. He is a Director on the Board of
several companies.
r

No. of shares held


in the Company
Directorships
held in other
public companies
e cl in forei n
companies
and Section 8
Companies)

aman aroo ha a ro imatel


ear of
ine e erience o t
of which, he has been associated with
the Media and Entertainment industry
for a ro imatel
ear
4809520
1.
2.
3.
4.
5.
6.
7.

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.

Annual Report 2014-15

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)

Brother of Mr. Buddhichand Maroo &


Mr. Atul Maru
42.19

n a ition to the alar


er i ite an allo ance a
set out above, Mr. Atul Maru 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.

Item No. 3 & 7

The oar of Director ha re a ointe


r t l ar a oint
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. Atul Maru are as under:
A. Tenure of Appointment:
The a ointment of the oint ana in Director i for
erio 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

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 per 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:

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

Mr. Atul Maru


February 23, 1961
00169264

Shemaroo Entertainment Ltd.

Date of
appointment
Brief resume
of the Director
including nature
of e erti e in
ecific f nctional
areas justifying the
appointment

No. of shares held


in the Company
Directorships
held in other
public companies
e cl in forei n
companies
and Section 8
Companies)
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

December 28, 2005


Mr. Atul Maru has been associated
with the Group since 1979. He has
completed his higher secondary
studies from Mumbai. Mr. Atul
ar
ha
a ro imatel
ear of e erience in the e ia
and Entertainment industry. He
has managed the transition of
the Company from VHS days to
todays multi-platform operations.
He has been actively involved in
the operations of the Company
and has spearheaded various
initiatives including the home
video division of our Company.
4809520
1.
2.
3.

Shemaroo Holdings Private


Limited
Think Walnut Digital Private
Limited
Shemaroo Films Private
Limited
-

Brother of Mr. Buddhichand


Maroo & Mr. Raman Maroo
42.19
5

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

Annual Report 2014-15

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
iren a a 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. 8 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

Mr. Hiren Gada

Date of Birth

August 01, 1970

Director
entification
Number

01108194

Date of
appointment

May 26, 2008

Brief resume
of the Director
including nature
of e erti e in
ecific f nctional
areas justifying the
appointment

Mr. Hiren Gada has been associated


with the Group since 2003 and the
Company since 2008. He holds a
Masters degree in Management
(Finance) from Welingkar Institute
of ana ement
m ai ni er it
He has received the Hall of Fame
Award from Welingkar Institute of
Management in 2006.
r iren a a ha a ro imatel
ear of or e erience o t
of which, he has been associated
with the Media and Entertainment
Industry for the last 12 years.
He has played an active role in
the transformation of Shemaroo
from a family-run business to a
professionally driven business. He
has also led the Co.s presence on
the International front.
Mr. Gada has guided the
transformation
from
Video
Com an to an inte rate filme
entertainment content house. Prior
to joining the Company he headed
the Investment research activities
ith an e it ro era e ho e
He has helped set up some of the
newer business areas that the
Company has entered into. He
handles the Strategy and Finance
functions in our Company. He is a
regular speaker at various industry
for m an i re larl
ote in
media on several issues pertaining
to the industry and the Company.

No. of shares held


1640520
in the Company

Directorships
held in other
public companies
e cl in forei n
companies
and Section 8
Companies)

1.
2.
3.

Vistaas Digital Media Private


Limited
Think Walnut Digital Private
Limited
Shemaroo Films Private
Limited

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

Shemaroo Entertainment Ltd.

ROUTE MAP FOR ANNUAL GENERAL MEETING VENUE

Annual Report 2014-15

11

SHEMAROO ENTERTAINMENT LIMITED


CIN: L67190MH2005PLC158288
e i tere Office

hemaroo o

lot o
arol Co o n l
tate Off n heri rla oa
n heri
Tel: +91 22 4031 9911; Facsimilie: +91 22 28519770
Email: investor_services@shemaroo.com | Website: www.shemarooent.com

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

No. of shares held :


Email ID :
Folio No. :
DP ID * :
Client ID * :
here recor m re ence at the T T
th
T
of the Com an at ama an
n ri Wat m ll
Kishinchand Chellaram College, Dinshaw Road, Churchgate, Mumbai 400 020 at 3:00 p.m. on Monday, September 21, 2015.

em er
* Applicable for the members holding shares in electronic form.
OT

em er are re

e te to rin their co ie of the nn al

e ort to the meetin

ro

itori m

i nat re

12

Shemaroo Entertainment Ltd.

THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

Annual Report 2014-15

13

SHEMAROO ENTERTAINMENT LIMITED


CIN: L67190MH2005PLC158288,
e
Office hemaroo o e lot o
arol Co o n l
tate, Off Andheri Kurla Road, Andheri (E),
Mumbai 400059, Tel:+91 22 4031 9911; Facsimilie:+91 22 28519770;
Email: investor_services@shemaroo.com | Website: www.shemarooent.com

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.

shares of SHEMAROO ENTERTAINMENT LIMITED, hereby appoint

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.

To receive, consider and adopt the Audited Financial Statements of


the Com an for the financial ear en e
arch
an the
Directors and the Auditors Report thereon.
Declaration of final i i en
Re-appointment of Mr. Atul Maru (DIN: 00169264), who retires by
rotation.
atification of the a ointment of tat tor
itor

Special Business
5.
6.
7.
8.
9.

Appointment of CA Reeta Shah (DIN: 07141304) as Independent


Director.
Re-appointment of Mr. Raman Maroo (DIN: 00169152) as Managing
Director.
e a ointment of r t l ar D
a oint ana in
Director.
Re-appointment of Mr. Hiren Gada (DIN: 01108194) as Whole-Time
Director & CFO.
a ment of em neration
a of Commi ion to on
ec ti e
Directors.

Signed this __________ day of __________ 2015


Signature of shareholder

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

Shemaroo Entertainment Ltd.

THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

Annual Report 2014-15

NOTES

15

SHEMAROO ENTERTAINMENT LIMITED


(CIN L67190MH2005PLC158288)
Registered office:
Shemaroo House, Plot No. 18,
Marol Co-op Indl Estate, Off. Andheri Kurla Road,
Andheri (East), Mumbai -400059
E-mail: investor_services@shemaroo.com
Web: www.shemarooent.com Phone: + 91 22 40319911

BALLOT FORM
(In lieu of Evoting)

10th Annual Report 201415

Sr.No:

1. Name and Registered Address


of the sole/first named Shareholder

2. Name (s) of the Joint Shareholder (s) if any

3. Registered Folio/DPID & Client ID No.

4. No. of Shares held


(as on August 14, 2015 being the cut-off date for
dispatch of Notice of AGM)

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

To receive, consider and adopt the Audited Financial


Statements of the Company for the financial year ended
March 31, 2015 and the Directors and the Auditors
Report thereon.

Declaration of final dividend

Re-appointment of Mr. Atul Maru (DIN: 00169264), who


retires by rotation.

Ratification of the appointment of Statutory Auditors.

Appointment of CA Reeta Shah (DIN: 07141304) as


Independent Director.
Re-appointment of Mr. Raman Maroo (DIN: 00169152) as
Managing Director.

6
7

Re-appointment of Mr. Atul Maru (DIN: 00169264) as Joint


Managing Director.

Re-appointment of Mr. Hiren Gada (DIN: 01108194) as


Whole-Time Director & CFO

Payment of Remuneration by way of Commission to


Non-Executive Directors.

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.

EVOTING
Users who wish to opt for e-voting may use the following login credentials.
EVEN (E-Voting Event Number)

USER ID

PASSWORD

102517
Please follow steps for e-voting procedure as given in the Notice of AGM by logging on to - https://www.evoting.nsdl.com.

Shemaroo Entertainment Ltd.

Address
Shemaroo House, Plot no. 18, Marol co-operative Industrial
Estate, Off Andheri Kurla Road, Andheri (E), Mumbai 400059.
Tel.: +91 22 4031 9911

Conceptualised, designed and developed by Valorem Advisors - www.valoremadvisors.com

Shemaroo Entertainment AR 2015 - Final.indd 22

8/14/15 3:08 PM

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