Sagar Productions Ltd.
|BSE: 532092||Sector: Media|
|NSE: N.A.||ISIN Code: INE807D01030|
|BSE 00:00 | 14 Feb||7.05||
|NSE 05:30 | 01 Jan||Sagar Productions Ltd|
Sagar Productions Ltd. (SAGARPROD) - Director Report
Company director report
SAGAR PRODUCTIONS LIMITED
Your Directors are pleased to present their 39th Annual Report together withthe Audited Financial Statements for the financial year ended March 31 2018 and theAuditors Report thereon.
1. Business Performance
(Rs. In Lacs)
2. Operations and Future Plans
During the year under review the Company's Turnover has increased from Rs. 504.72 Lakhsto Rs. 955.56 Lakhs and profit for the year was also increased from Rs. 40.78 Lakhs to Rs.58.89 Lakhs. Your Company is optimistic about the coming year. Since the Company is tryingto expand its business your Directors are hopeful that the results will be moreencouraging.
Your Board has recommended a dividend of Re. 0.03 (3%) per share on 40142125 Equityshares for the financial year ended 31st March 2018. 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 2018 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 2017-18 andinstead intends to retain the net profit in the Profit & Loss Account for the yearended 31st March 2018.
6. Directors and Key Managerial Personnel
i) Retire by Rotation:
In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Mr. Kalakad Sathi (DIN: 00150876) Director of the Companyretires by rotation at this Annual General Meeting of the Company and being eligibleoffers himself for reappointment.
ii) Change in Directors and Key Managerial Personnels:
During the year Mr. Subhash Chandra Choubisa was appointed as an AdditionalDirector (NonExecutive) w.e.f. November 24 2017.
Mr. Deepak Bhiku Mardhekar was appointed as Chief Financial Director with effectfrom September 25 2017.
iii) 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.
iv) Meetings of the Board
During the year ended March 31 2018 Eleven (11) Board Meetings were held by theCompany on 29th May 2017; 10th August 2017; 2ndSeptember 2017; 7th September 2017; 25th September 2017; 30thOctober 2017; 24th November 2017; 30th November 2017; 13thDecember 2017; 14th February 2018 and 29th March 2018.
v) 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 2018 Seven (7) Meetings of Audit Committee were held on 29thMay 2017; 10th August 2017; 2nd September 2017; 30th November2017; 13th December 2017; 14th February 2018 and 29thMarch 2018.
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) andMrs. Hemlata Chanda (Non-Executive Independent Director). The Committee is chaired by Mr.Jitendra Keny. During the year ended 31st March 2018 one (1) CommitteeMeeting was held on 14th February 2018.
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 this report.
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 2018 five
(5) Committee Meetings were held on 29th May 2017; 10th August2017; 30th November 2017; 13th December 2017 and 14thFebruary 2018.
vi) 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.
vii) 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.
viii) 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) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
ix) 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. However the Company hasalso entered into trading in agro-products.
x) 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".
xi) 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.
xii) Auditors & their Report
a) Change in Auditors:
At the AGM held on 30th September 2017 for the Financial year ended 2016-17 theMembers have approved and accorded their assent for appointment of M/s. Subhash Parekh& Co. Chartered Accountants as Statutory Auditors of the Company to hold office fromthe conclusion of the 38th Annual General Meeting until the conclusion of the 43rdAnnual General Meeting of the Company to be held in the year 2022 subject to theratification of the Members at every Annual General Meeting. Also the Company hasreceived a letter from Auditors to the effect that their appointment if made it would bewithin the prescribed limits under Section 139 of the Companies Act 2013.
M/s. Subhash Parekh & Co. Chartered Accountants (Firm Registration No. 154239W)Mumbai have tendered their resignation from the position of Statutory Auditors due tounavoidable circumstances resulting into a casual vacancy in the office of StatutoryAuditors of the company as envisaged by section 139(8) of the Companies Act 2013("Act"). The Board of Directors of the Company at their meeting held on 14thFebruary 2018 at 2.30 p.m. at the registered office of the Company have appointed M/s. SC Mehra & Associates Chartered Accountants (Firm Registration No. 106156W) asStatutory Auditors of the Company to fill the casual vacancy caused by the resignation ofM/s. Subhash Parekh & Co. Chartered Accountants Mumbai. The said appointment wasratified by members in the Extra-Ordinary General Meeting held on 12th May 2018. Thestatutory auditors were appointed upto the conclusion of this Annual General Meeting. Sothey shall be reappointed to hold office for the term of 5 years from the conclusion ofthis 39th Annual General Meeting until the conclusion of the 44thAnnual General Meeting to be held in the year 2023. Also the Statutory Auditor hasconveyed their consent to be appointed as the Statutory
Auditors of the Company along with a confirmation that their appointment if made bythe members would be within the limits prescribed under the Companies Act 2013.
The Statutory Auditors M/s. S C Mehra & Associates have issued their reports onStandalone Financial Statements for the year ended 31st March 2018. There are no adverseremarks or qualifications in the said report. The Notes on Accounts referred to in theAuditors' Report are selfexplanatory and do not call for any further comments.
b) Secretarial Auditor:
In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 the Board of Directors have appointed Miss Pooja Jain PractisingCompany Secretary as Secretarial Auditors to undertake secretarial audit of the Companyfor the financial year ended March 31 2018. The Secretarial Audit Report is attachedherewith marked as "Annexure C" and forms an integral part of this report.
The Secretarial Auditor has made and mentioned the following observation in his report:
1. As per provisions of Section 203(1) of the Companies Act 2013 the Company isrequired to appoint the following Key Managerial Personnel:
a. Managing Director or Chief Executive Officer or manager and in their absence aWholeTime Director.
b. Company Secretary
c. Chief Financial Officer
The Company has appointed Whole Time Director and CFO. However the Company has notappointed Company Secretary
2. The name of the company is appearing in the list of Shell companies published bySEBI for having suspected stock under BSE scanner.
In this respect we would like to submit our response:
1. Even after making deliberate efforts; the Company was unable to appoint CompanySecretary during the year. The Company assures you that the Company will soon appointsuitable candidates for the post of Company Secretary.
2. As per list of SEBI dated August 07 2017 with respect to Shell Companies the nameof Sagar Productions Limited was mentioned. The Company has made all the deliberateefforts to satisfy queries raised by SEBI. Afterwards SEBI has issued notice dated 24thOctober 2017 (Notice No. 20171024-29) and gave the following directions:
i) The trading in securities of the Company shall be reverted to the status as it stoodprior to issuance of SEBI letter dated August 07 2017 effective from October 25 2017.
ii) An independent auditor shall be appointed to conduct forensic audit of the Companyfor verification including the credentials / financials of the Company.
The forensic audit was conducted by an independent Auditor appointed by SEBI. It isexpected that soon the Company "Sagar Productions Limited" will be out of GradedSurveillance Measures (GSM) stage.
c) Internal Auditor:
M/s. Lakhpat M. Trivedi & Co. Chartered Accountants Mumbai (Registration No.109047) was appointed as Internal Auditor of the Company for the FY 2017-2018 and theInternal Audit Report prepared by them was placed before the Audit Committee.
xiii) 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 .
xiv) 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.
xv) 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:
xvi) 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.
xvii) Material Changes affecting the financial position of the Company
During the year ended March 31 2018 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.
xviii) 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.
xix) 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 2018 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:
xx) 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 2017-18.
xxi) Subsidiary Companies
The Company does not have any Subsidiary Company.
xxii) 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-link http://www.sagarproductions.com/images/pdf/Whistle%20Blower%20Policy.pdf
The Audit Committee of Directors are entrusted with the responsibility to oversee theVigil mechanism.
xxiii) 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 2018 the Equity Share Capital is Rs. 40142125 and Net worth is Rs.44657702/-. 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.
xxiv) 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.
xxv) 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.
xxvi) Management Discussion and Analysis
Management Discussion and Analysis Report is appended to this Annual Report.
xxvii) Particulars of Employees
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.
No employee has received remuneration in excess of the limits set out in rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during FY 2017 - 18.
xxviii) 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 co-operation 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