SAGAR PRODUCTIONS LIMITED
Your Directors are pleased to present their 38th Annual Report togetherwith the Audited Financial Statements for the financial year ended March 31 2017 and theAuditors Report thereon.
1. Business Performance
| || ||(Rs. In Lacs) |
|Particulars ||Year Ended 31-03-2017 ||Year Ended 31-03-2016 |
|Revenue from Operations ||504.72 ||90.73 |
|Other Income ||- ||- |
|Finance Cost ||- ||- |
|Depreciation ||- ||- |
|Profit before Exceptional Items & Tax ||50.78 ||1.05 |
|Exceptional Items || || |
|Profit before Tax ||50.78 ||1.05 |
|Provision for Tax ||10.00 ||- |
|Deferred Tax ||- ||- |
|Profit for the year ||40.78 ||0.70 |
|Appropriations: || || |
|Proposed Dividend ||- ||- |
|Interim Dividend ||- ||- |
|Dividend Distribution Tax ||- ||- |
|Balance c/f to Balance Sheet as at 31.03.2017 ||10.07 ||(31.07) |
2. Operations and Future Plans
During the year under review the Company's Turnover has increased from Rs. 90.73 Lakhsto Rs. 504.72 Lakhs. However the expenses during the year have risen significantly fromRs. 89.68 Lakhs to Rs. 453.94 Lakhs. Your Company is optimistic about the coming year.Since the Company is trying to expand its business your Directors are hopeful that theresults will be more encouraging.
Your Board has recommended a dividend of Re. 0.02 (2%) per share on 40142125 Equityshares for the financial year ended 31st March 2017. The dividend ifdeclared by the Members at the forthcoming Annual General Meeting (AGM) shall be paid tothe eligible Members of the Company.
4. Share Capital
The Issued Subscribed & Paid up Capital of the Company as on March 31 2017 standsat Rs. 40142125/- divided into 40142125 Equity Shares of Rs. 1/- each. During theperiod under review the Company has not issued shares with differential voting rights norgranted any stocks options or sweat equity.
5. Transfer to Reserve
The Board does not propose to make transfer to reserves for the year 2016-17 andinstead intends to retain the net profit in the Profit & Loss Account for the yearended 31st March 2017.
6. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Mr. Deepak Bhiku Mardhekar (06985092) Director of the Companyretires by rotation at this Annual General Meeting of the Company and being eligibleoffers himself for reappointment.
7. Board Evaluation
Your Board has carried out an annual evaluation of its own performance Boardcommittees and individual Directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by SEBI (Listing Obligations andDisclosures Requirement) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the Committees was evaluated by the board after seeking inputs fromthe Committee Members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
Board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.
8. Meetings of the Board
During the year ended March 31 2017 Five (5) Board Meetings were held by the Companyon 27th May 2016 13th August 2016 11th November2016 9th February 2017 and 20th March 2017.
9. Details of Committees of the Board
Currently the Company has three (3) Committees namely Audit Committee Nomination andRemuneration Committee & Stakeholders' Relationship Committee. The detailedcomposition of various Committees is elucidated below:
i) Audit Committee
The Audit Committee comprises of three Directors namely Mr. Jitendra Keny(Non-Executive Independent) Mr. Kalakad Sathi (Executive) and Mrs. Hemlata Chanda(Non-Executive Independent).The Chairman of the Committee is Mr. Jitendra Keny who is anIndependent Non-Executive Director. The recommendations of the Audit Committee are alwayswelcomed and accepted by the Board & all the steps impacting the financials of theCompany are undertaken only after the consultation of the Audit Committee. During theperiod ended 31st March 2017 five (5) Meetings of Audit Committee were held on 27thMay 2016; 13th August 2016; 11th November 2016; 9th February2017 and 20th March 2017.
ii) Nomination & Remuneration Committee
The Committee was constituted in accordance with the provisions under Section 178 ofthe Companies Act 2013. The Committee consists of three (3) Members namely Mr. JitendraKeny (Non-Executive Independent Director) Mr. Kalakad Sathi(Executive Director) and Mrs.Hemlata Chanda (Non-Executive Independent Director). The Committee is chaired by Mr.Jitendra Keny. During the year ended 31st March 2017 one (1) CommitteeMeeting was held on 9th February 2017.
Nomination and Remuneration Committee Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is annexed as "Annexure A" to thisreport.
iii) Stakeholders' Relationship Committee
The Committee oversees all the matters relating to Stakeholders'grievances/complaints.The role of the Committee is to consider & resolve securities holders' complaint. TheCommittee consists of three members namely Mrs. Hemlata Chanda (Non-executiveIndependent) Mr. Jitendra Keny (Nonexecutive Independent) and Mr. Kalakad Sathi(Executive). The Committee is chaired by Mrs. Hemlata Chanda. During the year ended 31stMarch 2017 four (4) Committee Meetings were held on 27th May 2016; 13thAugust 2016; 11th November 2016 and 9th February 2017.
10. Declaration of Independence from Independent Directors
Your Company has received declarations pursuant to Section 149(7) of the Companies Act2013 from all the Independent Directors confirming that they meet the criteria ofindependence laid down under Section 149(6) of the Companies Act 2013. Based on thedeclaration(s) of Independent Directors the Board of Directors recorded its opinion thatall Independent Directors are independent of the Management and have fulfilled theconditions as specified in the Companies Act 2013 rules made thereunder as well asapplicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
11. Internal Control Systems and their Adequacy
The Management continuously reviews the internal control systems and procedures for theproficient conduct of the Company's business. The Company adheres to the prescribedguidelines with respect to the transactions financial reporting and ensures that all itsassets are safeguarded and protected against losses. The Internal Auditor of the Companyconducts the audit on regular basis and the Audit Committee periodically reviews internalaudit reports and effectiveness of internal control systems. Apart from the above theCompany in consultations with the external and independent consultants adopted a policyfor development and implementation of risk management for the company includingidentification of elements of risk if any that may threaten the existence of the Companyand a mechanism to mitigate the same.
12. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Directors of your Companyconfirm that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; b) thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period; c) the directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; d) the directors had prepared the annual accounts on agoing concern basis; e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively and f) the directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
13. Change in the Nature of Business
During the period under review there is no change in the nature of business of theCompany. The Company continues to operate in the Media Sector.
14. Extract of Annual Return
The extract of Annual Return in Form MGT-9 as required under Section 92 of theCompanies Act 2013 (herein after referred to as "the Act") forms an integralpart of this Report as "Annexure B".
15. Prevention of Sexual Harassment Policy
In order to prevent sexual harassment at workplace your Company has adopted a Policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and Rule made thereunder. During the year under review therewere no cases filed or reported pursuant to the provisions of the said Act.
16. Auditors & their Report a) Change in Auditors:
Appointment of M/s. Sudhir M Desai & Co. Chartered Accountants formed part of theAgenda at the ensuing Annual General Meeting. However they tendered their resignationresulting into a casual vacancy as elucidated in Section 139(8) of the Companies Act2013.
The Board of Directors at their Meeting held on 2nd September 2017 haveconsidered & approved the appointment of M/s. Pathik Maniyar & Co. CharteredAccountants as Statutory Auditors of the Company subject to approval of members in theensuing Annual General Meeting to fill the casual vacancy caused by the resignation ofM/s. Sudhir M Desai & Co. Chartered Accountants Mumbai.
Your Directors recommend appointment of M/s. Pathik Maniyar & Co. as the StatutoryAuditors of the Company to hold office from the conclusion of the 38th AGM(i.e. this AGM) to the conclusion of the 43rd AGM to be held in 2022 (subjectto ratification of appointment by the members at every AGM held after this AGM) (Amendedin the Board Meeting held on 2nd September 2017 pursuant to Resignation ofAuditor)
b) Secretarial Auditor:
In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 the Board of Directors have appointed Mrs. Averil Pinto PractisingCompany Secretary as Secretarial Auditors to undertake secretarial audit of the Companyfor the financial year ended March 31 2017. The Secretarial Audit Report is attachedherewith marked as "Annexure C" and forms an integral part of thisreport.
The Secretarial Auditor has made and mentioned the following observation in his report:
1) The Company has not appointed Chief Financial Officer (CFO) and Company Secretary aswhole time Key Managerial Personnel under section 203 of the Companies Act 2013 read withRule 8 of the Companies (Appointment of and Remuneration of Managerial Personnel) Rules2014.
2) Shareholding Pattern for the Quarter ended 31.03.2016 was filed on 06.06.2016 due towhich SEBI has imposed penalty of Rs. 17775/-
In this respect we would like to submit our response:
1. Even after making deliberate efforts; the Company was unable to appoint ChiefFinancial Officer and Company Secretary during the year. The Company assures you that theCompany will appoint suitable candidates for the post of Chief Financial Officer andCompany Secretary.
2. The Company adheres to all Compliances diligently. However in the said quarter theCompany failed to file the Shareholding Pattern due to an accidental omission. The fineimposed on the Company has been duly remitted.
17. Risk Management
Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Audit committee and approved by the Board from time totime. These procedures are reviewed to ensure that executive management controls riskthrough means of a properly defined framework. The policy has been hosted on Company'swebsite www.sagarproductions.com.
18. Public Deposits
The Company has not accepted any deposit from the general public within the meaning ofsection 73 of the Companies Act 2013 and the rules made there under.
19. Particulars of Contracts/ Arrangements with Related Party
During the year there were no related party transactions made in the Companytherefore Form AOC-2 is not applicable to the Company. The policy on materiality ofrelated party transactions and dealing with related party transactions as approved by theBoard may be accessed on the Company's website at the link:http://www.sagarproductions.com/images/pdf/Policy%20on%20Related%20Party%20Transactions.pdf
20. Particulars of Loans Guarantees or Investments by the Company under section186
Details of Loan Guarantees and Investments covered under the provisions of the Actare disclosed in the notes to the Financial Statements.
21. Material Changes affecting the financial position of the Company
During the year ended March 31 2017 there were no material changes and commitmentsaffecting the financial position of the Company have occurred to which financial resultsrelate and the date of the Report.
22. Corporate Social Responsibility Committee
Since the provisions as laid down in the Section 135 of the Companies Act 2013 are notapplicable to the Company hence no such Committee has been formed. However Company hadalways tried in its best possible ways to involve itself in social development activities.
23. Dematerialisation of Shares
Your Company has connectivity with the National Securities Depository Limited (NSDL)& Central Depository Services (India) Limited (CDSL) for dematerialization of itsEquity Shares. The ISIN No. INE807D01030 has been allotted for the Company Shares.Therefore the members and/or investors may keep their shareholdings in the electronicmode with their Depository Participant.
As on March 31 2017 99.99% of the paid up Equity Share Capital stands in Demat modeand the remaining 0.01% Equity Shares were held in physical mode the details of which areas follows:
|Particulars ||No. of Shares ||% of Total Capital |
|Held in Demat form with CDSL ||30371145 ||75.66 |
|Held in Demat form with NSDL ||9768625 ||24.33 |
|Held in physical mode ||2355 ||0.01 |
24. Listing of Shares
The shares of your Company are listed at BSE Limited. The applicable Annual Listingfees have been paid to the Stock Exchange for the financial year 2016-17.
25. Subsidiary Companies
The Company does not have any Subsidiary Company.
26. Vigil Mechanism/Whistle Blower Policy
Pursuant to the provisions of the Companies Act 2013 read with the Companies (Meetingof Board and its Powers) Rules 2014 and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 every listed Company is required to have a VigilMechanism/ Whistle Blower Policy for the Directors and employees to report their concernsand grievances. The Company has a Whistle Blower Policy in place and the same is alsoavailable on the web-site at the web-linkhttp://www.sagarproductions.com/images/pdf/Whistle%20Blower%20Policy.pdf
The Audit Committee of Directors are entrusted with the responsibility to oversee theVigil mechanism.
27. Corporate Governance
In terms of Regulation 15(1) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the provisions related to Corporate Governance asspecified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of regulation46 and para C D and E of schedule V shall not be applicable in respect of companieshaving paid up equity share capital not exceeding Rs.10 crore and Net worth not exceedingRs.25 crore as on the last day of the previous financial year.
As on March 31 2017 the Equity Share Capital is Rs. 40142125 and Net worth is Rs.38648604/-. Hence the company is not providing a separate report on corporategovernance and also a certificate from the Company's Auditors confirming the complianceof Corporate Governance. However the Company continues to adhere to the best practicesprevailing in Corporate Governance and follows the same in its true spirit.
28. Secretarial Standards of ICSI
Pursuant to the approval given on April 10 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from July 01 2015. The Company is in compliance with the same.
29. Significant and Material Orders Passed by the Regulators or Courts:
There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.
30. Management Discussion and Analysis
Management Discussion and Analysis Report is appended to this Annual Report.
31. Particulars of Employees
Particulars of employees in accordance with the provisions of Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not given as none of the employees qualifies forsuch disclosure.
32. Conservation of Energy Technology Absorption and Foreign Exchange Earning &Outgo
There was no technology absorption and no foreign exchange earnings or outgo duringthe year under review. Hence the information as required under Section 134(3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is to be regarded asNil.
The Company has not entered into any technology transfer agreement.
Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and cooperation received from all our Clients Bankers BusinessAssociates and the Government and other regulatory authorities and thank all stakeholdersfor their valuable sustained support and encouragement towards the conduct of theproficient operation of the Company. Your Directors would like to place on record theirgratitude to all the employees who have continued their support during the year.
| ||By Order of the Board of Directors |
| || |
For Sagar Productions Limited
| ||Kalakad Sathi |
| || |
|Place: Mumbai ||(DIN: 00150876) |
|Date: May 30 2017 || |
ANNEXURE - A
Nomination & Remuneration Policy of the Company
THE APPOINTMENT POLICY FOR INDEPENDENT DIRECTORS KEY MANAGERIAL PERSONNEL & SENIOREXECUTIVES WILL BE AS UNDER-
(A) Independent Directors:
Independent Directors will be appointed based on the criteria mentioned under section149(6) of the Companies Act 2013 and in accordance with other applicable provisions ofthe Companies Act 2013 rules made thereunder & Listing Agreements entered with StockExchanges.
(B) Key Managerial Personnel (KMP):
KMP will be appointed by the resolution of the Board of Directors of the Company basedon qualifications experience and exposure in the prescribed field. Removal of the KMPwill also be done by the resolution of Board of Directors of the Company. Appointment/Removal will be in accordance with the provisions of the Companies Act 2013 rules madethereunder and Listing Agreements entered with Stock Exchanges.
(C) Senior Executives:
Senior Executive will be appointed by the Chairman and the Managing Director and/orExecutive Director of the Company based on their qualifications experience and exposure.Removal of the Senior Executives will also be by Chairman Managing Director and/orExecutive Director. Further appointment and removal will be noted by the Board asrequired under clause 8(3) of Companies (Meeting of Board and its Powers) Rules 2014.
REMUNERATION POLICY FOR DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES WILL BEAS UNDER
The following will be the guiding factors with respect to remuneration to DirectorsKey Managerial Personnel and other employees
(A) The objective of policy is directed towards having a compensation philosophyand structure that will reward and retain talent; (B) Remuneration to KeyManagerial Personnel and other employees will have a balance between fixed and incentivepay reflecting both short and long term performance objectives appropriate to the workingof the Company and its goals and objectives. Such remuneration will generally comprise offixed pay bonus ex-gratia perquisites and other work related benefits; (C) TheRemuneration to the key managerial personnel and other employees will be such as to ensurethat the relationship of remuneration to performance is clear and meets appropriateperformance benchmarks and also the market conditions in the employment market.