Your Directors are pleased to present the Twenty-Eighth Annual Report together withAudited Annual Financial Statements (including Audited Consolidated Financial Statements)of the Company for the Financial Year ended 31st March 2017.
(Rs. in lacs)
| ||Standalone ||Consolidated |
| ||FY 2016-17 ||FY 2015-16 ||FY 2016-17 ||FY 2015-16 |
|Total Revenue ||97.69 ||221.47 ||13702.51 ||8899.16 |
|Profit/(Loss) before Interest Depreciation & Tax ||-82.29 ||18.78 ||-1822.57 ||-2855.36 |
|Less: Depreciation ||27.49 ||33.89 ||691.83 ||727.92 |
|Less: Interest ||- ||- ||280.99 ||100.17 |
|Profit/(Loss) before Tax and Ex- cep onal Item ||-109.78 ||-15.11 ||-2795.39 ||-3683.45 |
|Excep onal Item ||-134.00 ||-237.00 ||- ||- |
|Profit /(Loss) before Tax ||-243.78 ||-252.11 ||-2795.39 ||-3683.45 |
|Less: Tax Expenses || || || || |
|- Current Tax ||- ||- ||0.43 ||4.41 |
|- Adjustment of tax rela ng to earlier periods ||0.04 ||- 44.82 ||1.66 ||-39.60 |
|- Deferred Tax ||- ||- ||59.78 ||7.13 |
|Profit/(Loss) for the year before Minority Interest ||-243.82 ||-207.29 ||-2857.26 ||-3655.39 |
|Less: Minority Interest ||- ||- ||5.25 ||5.43 |
|Profit/(Loss) for the year ||-243.82 ||-207.29 ||-2862.51 ||-3660.82 |
In view of loss incurred by the Company the Board of Directors do not recommend anydividend for the financial year 2016-17.
TRANSFER TO RESERVE
The Company does not propose to transfer any amount to reserve.
As you are aware the Company has entered in a Share Purchase Agreement (SPA) on 19thApril 2016 for sale of 100% shareholding in Microsec Capital Limited. Implementa on ofthe said SPA is condi onal upon sanc on of proposed scheme of Arrangement between MicrosecCapital Limited wholly owned subsidiary company and Microsec Commerze Limited a whollyowned subsidiary of Microsec Capital Limited and PRP Technologies Limited. TheHonble High Court Calcu a has approved the said scheme of arrangement vide itsorder dated 21.11.2016 and the cer fied copy of the order was received on 4th January2017. Post which the applica on have been made to stock exchanges depository par cipantsand other regulatory authori es for their approval for sale.
The Board of Directors at their meeting held on 5th January 2017 has approved theproposed scheme of amalgama on of PRP Technologies Limited Myjoy Tasty Food PrivateLimited its wholly owned subsidiaries and Myjoy Hospitality Private Limited the whollyowned subsidiary of Myjoy Tasty Food Private Limited with the Company under sec on 233 ofthe Companies Act 2013 and the no ce of the same for invi ng objec ons and sugges ons wasfiled with the Registrar of Companies West Bengal and O cial Liquidator on 20th March2017. The Registrar of Companies West Bengal vide its le er dated 20th April 2017 hasissued the in principal approval of the proposed merger with some observa on/ comments forinclusion in the proposed scheme of Amalgama on.
CHANGE IN NAME OF THE COMPANY
During the year under review the name of the Company has been changed to SASTASUNDARVENTURES LIMITED to represent correctly the business of the Company.
On a standalone basis the revenue of your Company is Rs. 97.69 Lacs as against Rs.221.47 Lacs during the previous year. EBIDTA for the current year is ` (82.29)Lacs as compared to EBIDTA of Rs. 18.78 Lacs during the previous financial year.The net loss for the year under review is Rs. 243.82 Lacs as against loss of Rs.207.29 Lacs in the previous year.
On a consolidated basis the revenue of your Company stood at Rs. 13702.51 Lacsas against Rs. 8899.16 Lacs during the previous year. The EBIDTA for the currentyear is ` (1822.57) Lacs as compared to EBIDTA of ` (2855.36) Lacs duringthe previous financial year. The net loss for the year under review is Rs. 2862.51Lacs as against loss of Rs. 3660.82 Lacs in the previous year.
We are Investing in the intangibles for future cash flow and these costs are beingdebited in the profit and loss account.
Your Company has neither accepted nor renewed any deposits from public within themeaning of Sec on 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the year.
The paid up Equity share capital of the Company as at 31st March 2017 stood at Rs.31.81 crores. During the year under review the Company has not issued shares with dieren al voting rights nor has granted any stock Option or sweat equity shares. As on 31stMarch 2017 none of the Directors of the Company holds instrument conver ble into equityshares of the Company. Your Company has not made any provision of money for purchase ofits own shares by employees or by trustees for the benefit of employees during the yearunder review.
CHANGE IN NATURE OF BUSINESS IF ANY
There has been no change in the nature of business of the Company during the financialyear ended 31st March 2017.
LOANS GUARANTEES AND INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Sec on 186of the Companies Act 2013 are given in the notes to the Financial Statements.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments a ec ng the financial Position of your Company haveoccurred between the end of the financial year of the Company to which financialstatements relates and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR/COURTS/TRIBUNALS IMPACTING THEGOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There were no significant and material orders passed by the Regulators or Courts orTribunals during the year impac ng the going concern status and the Operations of theCompany in future.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Companys Internal Control Systems are commensurate with the nature size andcomplexity of its business and ensure proper safeguarding of assets maintaining properaccoun ng records and providing reliable financial informa on.
The Audit Committee have laid down internal financial controls to be followed by theCompany and such policies and procedures have been adopted by the Company for ensuring theorderly and e cient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the preven on and detec on of frauds and errorsthe accuracy and completeness of the accoun ng records and the mely prepara on of reliablefinancial informa on.
An external independent firm carries out the internal audit of the Company Operationsand reports to the Audit Committee on a regular basis. Internal Audit provides assuranceon func oning and quality of internal controls along with adequacy and e ec veness throughperiodic Reporting.
SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
As on March 31 2017 the Company has thirteen subsidiaries (both direct and step down).
In accordance with Sec on 129(3) of the Companies Act 2013 the Company has preparedconsolidated financial statements of the Company and all its subsidiaries forms part ofthe Annual Report. Further a statement containing the salient features of the financialstatements of each of the subsidiaries associates in the prescribed format Form AOC-1forms part of the Annual Report. The annual accounts of the subsidiary companies will bemade available to the shareholders on request and will also be kept for inspec on by theshareholders at the registered o ce of your Company.
Further as per sec on 136 of the Companies Act 2013 the audited financial statementsincluding the consolidated financialstatementsandrelatedinformaonoftheCompanyareavailableatourwebsiteatwww.sastasundarventures. com
A Policy has been formulated for determining the Material Subsidiaries of the Companypursuant to Regula on 46 of the SEBI (Lis ng Obliga ons and Disclosure Requirements)Regula ons 2015 [hereina er referred to as SEBI (LODR) Reg 2015]. The said Policy hasbeen posted on the Company's website at the h p://www.sastasundarventures.com/sastasundarventures/Pdf/SVL_PolicyforDetermina onofMaterialSubsidiary.pdf
The Company does not have any Joint Venture or Associate Company as per the provisionsof the Companies Act 2013.
BOARD OF DIRECTORS:
a) Directors and Key Managerial Personnel
As per the provision of the Companies Act 2013 Mr. Ravi Kant Sharma (DIN: 00364066) reres by rota on at the ensuing Annual General Meeting and being eligible o ers himself forre-appointment. Your Directors recommended the re-appointment of Mr. Ravi Kant Sharma asDirector.
The Nomina on and Remunera on Committee at its meeting held on 26th May 2016 and theBoard at its meeting held on 26th May 2016 has approved the appointment of Mr. BanwariLal Mittal as an Executive
Chairman in Sastasundar Healthbuddy Limited a wholly owned Subsidiary Company anddraws remunera on from Sastasundar Healthbuddy Limited the wholly owned subsidiary w.e.f.1st July 2016.
The Board of Directors at their meeting held on 26th May 2017 has appointed Mr. RajeevGoenka (DIN: 03472302) as Additional Director (Independent) w.e.f. 26th May 2017 subjectto the approval of the shareholders at the ensuing Annual General Meeting.
Details of the directors being appointed/ re-appointed as required under SEBI (LODR)Reg 2015 and Secretarial Standard -2 are provided in the no ce of 28th Annual GeneralMeeting.
None of the Directors of the Company are disqualified for being appointed as Directorsas specified in sec on 164(2) of the Companies Act 2013 and Rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014.
Pursuant to Sec on 203 of the Companies Act 2013 the Key Managerial Personnel of theCompany are Mr. Banwari Lal Mittal Managing Director Mr. Amrit Daga Chief FinancialOfficer and Mr. Biplab Kumar Mani Company Secretary. During the year there has been nochange in the Key Managerial Personnel.
b) Declara on by the Independent Director(s)
All the Independent Directors have furnished the requisite declara ons that they meetthe independence criteria as laid down under sec on 149(6) of the Companies Act 2013 readwith the rules made thereunder and Regula on 16(1)(b) of the SEBI (LODR) Reg 2015.
c) Familiariza on Programme undertaken for Independent Director
In terms of Reg 25 (7) of the SEBI (LODR) Reg 2015 your Company is required toconduct Familiarisa on Programme for Independent Directors (Ids) to familiarise them aboutyour Company including nature of Industry in which your company operates business modelresponsibili es of the Ids etc. Further pursuant to Reg 46 of the SEBI (LODR) Reg 2015your Company is required to disseminate on its website details of familiariza onprogrammes imparted to the Ids including the Details of the same. During the year theCompany has organised one familiarisa on Programme of the Independent Directors. Thedetails of the familiarisa on programme of Independent Directors are provided in theCorporate Governance Report. The link to the details of familiariza on programmes impartedto the Ids is h p://www.sastasundarventures.com/sastasundarventures/Pdf/SVL_Familiariza on Programme for Independent Director.pdf.
d) Board Evalua on
The Nomina on and Remunera on Committee of the Company has formulated and laid downcriteria for performance evalua on of the Board (including Committees) and every director(including independent directors) pursuant to the provisions of Sec on 134 Sec on 149read with the code of Independent Director (Schedule IV) and Sec on 178 of the CompaniesAct 2013 read with Rules framed thereunder and Regula on 19(4) read with Part D ofSchedule II of SEBI (LODR) Reg 2015.
For annual evalua on of the Board as a whole its Committee(s) and Individual Directorsincluding the Chairman of the Board the Company has formulated a ques onnaire to assistin evalua on of the performance. The manner in which the evalua on has been carried outhas been explained in the Corporate Governance Report.
During the year under review the Independent Directors of the Company reviewed theperformance of Non-independent Directors the board as a whole and the chairperson of theCompany taking into account the views of Executive and non Executive directors.
e) Remunera on Policy
The Board has on the recommenda on of the Nomina on & Remunera on Committeeadopted the Remunera on Policy which inter alia includes policy for selection andappointment of Directors Key Managerial Personnel Senior Management Personnel and theirremunera on. The remunera on policy of the Company aims to a ract retain and mo vatequalified people at the Executive and at the Board levels. The remunera on policy seeks toemploy people who not only fulfill the eligibility criteria but also have the a ributesneeded to fit into the corporate culture of the Company. The said Policy has beendisclosed in the Corporate Governance Report which forms part of this Annual Report.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE
Board of Directors
The Board meets at regular intervals to discuss and decide on business policy andstrategy apart from other Board business. However in case of special and urgent businessneed the Board's approval is taken by passing resolu ons through circula on as permi edby law which are confirmed in the subsequent Board meeting. During the year under reviewsix Board Meetings were convened and held on 19th April 2016 26th May 2016 5th August2016 10th November 2016 5th January 2017 and 14th February 2017 the details of whichare given in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013 as well as the SEBI (LODR) Reg2015.
The comPosition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report forming a part of this Annual Report. There has been noinstance where the Board has not accepted the recommenda ons of the Audit Committee.
Nomina on and Remunera on Committee
The comPosition and terms of reference of the Nomina on and Remunera on Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.
Stakeholders Rela onship and Shareholders Grievance Committee
The comPosition and terms of reference of the Stakeholders Rela onship and ShareholdersGrievance Committee has been furnished in the Corporate Governance Report forming a partof this Annual Report.
The Statutory Auditors of your Company M/s. S. R. Batliboi & Co. LLP (Firm Regn.No. 301003E/ E300005) Chartered Accountants re res at the ensuing Annual General Meetingof the Company. M/s. S R Batliboi & Co. LLP have completed their term as specified inSec on 139 and corresponding rules and therefore the Company has to appoint other Auditorin place of the re ring auditor.
In view of the same the Board at its meeting held on 26th May 2017 pursuant to therecommenda on of the Audit Committee and subject to the approval of shareholder hasappointed M/s. Singhi & Co. Chartered Accountants (Firm registra on No. 318086E) asStatutory Auditors of the Company for a period of 5 years from the conclusion of the 28thAnnual General Meeting ll the conclusion of 33rd Annual General Meeting subject to theannual ra fica on by the shareholders of the company at every Annual General Meeting.
Your Company has received wri en consent and cer ficate of eligibility from M/s. Singhi& Co. Chartered Accountants (Firm registra on No. 318086E) that their appointment ifmade would be within the limits specified under Sec on 141(3)(g) of the Act and they arenot disqualified to be appointed as statutory auditor in terms of the provisions of theproviso to Sec on 139(1) Sec on 141(2) and (3) of the Act read with Companies (Audit andAuditors) Rules 2014.
The Auditors have submi ed their Independent Auditor Report for the financial yearended 31st March 2017 and they have made no Qualification reserva on observa on oradverse remarks or disclaimer in their report.
Pursuant to the provisions of sec on 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remunera on of Managerial Personnel) Rules 2014 theCompany had appointed M/s MKB & Associates a firm of Company Secretaries in Prac ceto undertake the Secretarial Audit of the Company for the financial year 2016-17. TheReport of the Secretarial Audit is annexed herewith as "Annexure - I". There areno Qualifications in the Report.
RELATED PARTY TRANSACTIONS
As required under the SEBI (LODR) Reg 2015 related party transac ons are placedbefore the Audit Committee for approval. Wherever required prior approval of the AuditCommittee is obtained on an omnibus basis for con nuous transac ons and the correspondingactual transac ons become a subject of review at subsequent Audit Committee Meetings.
All the related party transac ons that were entered into during the financial year wereon an arm's length basis and in the ordinary course of business and in compliance with theapplicable provisions of the Companies Act 2013 and the SEBI (LODR) Reg 2015 except thecontract or arrangements entered into by the Company with the related party in terms ofsub-sec on (1) of sec on 188 of the Companies Act 2013 as disclosed in Form No. AOC -2 isannexed herewith as "Annexure - II".
The Company has formulated a policy on related party transac ons for purpose of idenfica on and monitoring of such transac ons. The said policy on related Party transac onsas approved by the Board is posted at the Company's website at the weblink hp://www.sastasundarventures.com/sastasundarventures/Pdf/SVL_RelatedPartyTransac onPolicy.pdf
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The informa on relating to conserva on of energy technology absorp on foreignexchange earnings and outgo as per sec on 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as "Annexure -III".
EXTRACT OF THE ANNUAL RETURN
Pursuant to sub-sec on 3(a) of Sec on 134 and sub-sec on (3) of Sec on 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administra on)Rules 2014 the extract of the annual return in Form No. MGT - 9 is included in thisreport as "Annexure - IV" and forms an integral part of this report.
PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES
Disclosures pertaining to remunera on and other details as required under Sec on197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remunera on ofManagerial Personnel) Rules 2014 is annexed to this Report as "Annexure - V"and forms part of the Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and Employees to report their concern about unethical behaviour actual orsuspected fraud or viola on of the Company's Code of Conduct or ethics policy. The policyprovides for adequate safeguards against vic miza on of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Thedetails of the Whistle Blower Policy is explained in the Corporate Governance Report andalso posted on the website of the Company at the weblink hp://www.sastasundarventures.com/sastasundarventures/Pdf/SVL_whistle_blower_policy.pdf
During the year under review no complaints have been received/reported.
CORPORATE SOCIAL RESPONSIBILITY
In the absence of profit there were no compulsions whatsoever on the Company to incurany spends on Corporate Social Responsibility ("CSR"). In such circumstances theCompany has not voluntarily undertaken any CSR ac vity during the year under review.
POLICY ON PREVENTION OF INSIDER TRADING
Your Company has adopted a Code for Preven on of Insider Trading with a view toRegulate trading in equity shares of the Company by the Directors and designated employeesof the Company. The said Code of Conduct is available on the website of the Company at www.sastasundarventures.com.The Code requires preclearance for dealing in Company's shares and prohibit the purchaseor sale of shares in your company by the Directors and designated employees while theyare in possession of unpublished price sensi ve informa on and also during the period whenthe Trading Window remains closed.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Company is commi ed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements as set out by SEBI. The Company has alsoimplemented several best corporate governance prac ces. The report on Corporate Governanceand Management Discussion & Analysis Report as s pulated under Schedule V of the SEBI(LODR) Reg 2015 forms an integral part of this report.
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
In Compliance with the provisions of Regula on 34 of the SEBI (LODR) Reg 2015 readwith Schedule V of the said Regula ons the Corporate Governance Cer ficate issued by theStatutory Auditors M/s S. R. Batliboi & Co. LLP Chartered Accountants regardingcompliance with the condi ons of Corporate Governance as s pulated is annexed to thisreport.
Your Company has taken adequate steps for strict compliance with the CorporateGovernance guidelines as amended from me to me.
CHIEF EXECUTIVE OFFICER (CEO) / CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
As required under Regula on 17(8) of the SEBI (LODR) Reg 2015 the CEO/CFOfficer ficaon has been submi ed to the Board and a copy thereof is contained elsewhere in this AnnualReport.
RISK MANAGEMENT POLICY
Your Companys risk management strategy strives to balance the trade o betweenrisk and return and ensure op mal risk-adjusted return on capital and entails independentiden fica on measurement and management of risks across the various businesses of yourCompany.
The Company has formulated a Risk Assessment & Management Policy which iden fyevaluate business risks and opportuni es. The risk management system of the Company isreviewed by the Audit Committee and the Board of Directors on a regular basis. During theyear no major risks were no ced which may threaten the existence of the company.
The details of the same are covered in the Corporate Governance Report forming part ofthe Board's Report.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors acknowledges the responsibility for ensuring compliances with theprovisions of sec on 134(3)(c) read with sec on 134(5) of the Companies Act 2013 andprovisions of the SEBI (LODR) Reg 2015 and in the prepara on of the annual accounts forthe year ended 31st March 2017 states that
(a) in the prepara on of the annual accounts the applicable accoun ng standards hadbeen followed along with proper explana on relating to material departures;
(b) they have selected such accoun ng policies and applied them consistently and madejudgments and es mates that are reasonable and prudent so as to give a true and fair viewof the state of a airs of the company at the end of the financial year and of the loss ofthe company for the year;
(c) they have taken proper and su cient care for the maintenance of adequate accoun ngrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preven ng and detec ng fraud and other irregulari es;
(d) the annual accounts have been prepared on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were Operating e ec vely; and
(f) proper systems had been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and Operating e ec vely.
GREEN INITIATIVES IN CORPORATE GOVERNANCE
Ministry of Corporate A airs has permi ed Companies to send copies of Annual report Noces etc. electronically to the email IDs of shareholders. Your Company has arranged tosend the so copies of these documents to the registered email IDs of the shareholderswherever available. In case any shareholder would like to receive physical copies ofthese documents the same shall be forwarded upon receipt of wri en request in thisrespect.
Our employees are our core resource and the Company has con nuously evolved policies tostrengthen its employee value proPosition. Your Company was able to a ract and retain besttalent in the market and the same can be felt in the past growth of SastaSundar Group. TheCompany is constantly working on providing the best working environment to its HumanResources with a view to inculcate leadership autonomy and towards this objec ve yourcompany spends large e orts on training. Your Company shall always place all necessaryemphasis on con nuous development of its Human Resources. The belief "great peoplecreate great organiza on" has been at the core of the Companys approach to itspeople.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013
Your Company is commi ed to provide a safe and secure environment to its womenemployees across its func ons as they are considered as integral and important part ofthe Organisa on. Your company has in place an An -Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at Workplace (Preven on Prohibi on& Redressal) Act 2013.
There was no case of sexual harassment reported during the year under review.
Your Directors take this opportunity to thank the Regulatory and Government Authori esBankers Business Associates Shareholders and the Customers of the Company for their connued support to the Company. The Directors express their deep sense of apprecia on towardsall the employees and sta of the Company and wish the management all the best forachieving greater heights in the future.
| ||For and on behalf of the Board |
| ||Sd/- |
| ||B. L. Mittal |
|Date : 26th May 2017 ||Chairman & Managing Director |
|Place : Kolkata ||DIN: 00365809 |