SAGAR PRODUCTIONS LIMITED
Your Directors are pleased to present their 41st Annual Report togetherwith the Audited Financial Statements for the financial year ended March 31 2020 and theAuditors Report thereon.
1. Business Performance
(Rs. In Lacs)
| ||YEAR ENDED ||YEAR ENDED |
|PARTICULARS ||31.03.2020 ||31.03.2019 |
|Revenue from operations ||581.00 ||845.00 |
|Other income ||- ||- |
|Gross Income ||581.00 ||845.00 |
|Total Expenses ||498.75 ||762.37 |
|Net Profit Before Tax ||82.25 ||82.63 |
|Provision for Tax ||- ||- |
|Net Profit After Tax ||82.25 ||72.96 |
2. Operations and Future Plans
Financial Year 2019-20 has been a challenging year with weakening macro-economicconditions slowing market growths and finally COVID-19 outbreak and containment measurestowards the end of the year. Against this challenging backdrop we have deliveredcompetitive and profitable growth. We have grown competitively overall in the segments inwhich we operate in financial year 2019-20.
During the year under review the Company's Turnover has decreased from Rs. 845 Lakhs toRs. 581 Lakhs. However profit for the year was increased from Rs. 72.96 Lakhs to Rs.82.25 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.
At present your Company is doing its existing line business to the optimum use of itsresources and is taking the effort to improve its Earning per Share (EPS) and managementhas no plan of venturing into any new business.
Impact of Covid-19
During the last quarter of the year under review the incidence of Covid-19 developedinto a global pandemic. The directors have assessed the impact of Covid-19 on the businessat the balance sheet date and there are significant adverse impact in business revenue andchanges as of the balance sheet date. The company continues to provide the services to itscustomers although some parts of the business have been disrupted due to the currentlockdown conditions in most part of the country. Due to the worldwide uncertainty causedby Covid-19 and its potential to impact the company the company has put in placemitigation plans to minimize the adverse impact on both revenue and profitability. Thereare no material changes or commitments affecting the financial position of the Companybetween the end of the financial year and the date of the report.
Your Board has recommended a dividend of Re. 0.02 (2%) per share on 40142125 Equityshares for the financial year ended 31st March 2020. 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 2020 standsat Rs. 40142125/- divided into 40142125 Equity Shares of Re. 1/- each. During theperiod under review the Company has not issued shares with differential voting rights norgranted any stocks options or sweat equity.
The Company has not issued any equity shares with differential rights during the yearunder review and hence no information as per provisions of Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.
There are no shares held by trustees for the benefit of employees and hence nodisclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014has been furnished.
5. Transfer to Reserve
The Board does not propose to make transfer to reserves for the year 2019-20 andinstead intends to retain the net profit in the Profit & Loss Account for the yearended 31st March 2020.
6. Directors and Key Managerial Personnel
In terms of the provision of section 152 of the Companies Act 2013 and ofArticles of Association of the Company Mr. Sunil Kumar (DIN: 08324531) Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleseeks re- appointment.
All Independent Directors have furnished to the Company a declaration underSection 149(7) of the Companies Act 2013 stating that they meet criteria of Independenceas provided under section 149(6) of the Companies Act 2013 and SEBI Listing Regulations.
Ms. Punam Arora (DIN: 08891979) has been appointed as an additional Director inthe category of Non- Executive Independent Director of the Company with effect from 24thSeptember 2020.
Mrs. Hemlata Chandra resigned from the directorship w.e.f 24thSeptember 2020.
Mr. Prakash Chandrakumar Gandhi (DIN: 08856417) has been appointed as anadditional Director in the category of Non- Executive Director of the Company with effectfrom 14th September 2020.
Mr. Amey Arvind Kulkarni (DIN: 07487405) has been appointed as an additionalDirector in the category of Executive Director of the Company with effect from 14thSeptember 2020.
Mr. Sakar Watal resigned from the Directorship w.e.f 14thSeptember2020
During the financial year Ms. Shalu Sharma was appointed as Company Secretary& Compliance Officer with effect from May 24 2019.
During the financial year 2019-20 under review Ms. Paridhi Manocha resignedfrom the position of Company Secretary and Compliance Officer of the Company w.e.f April19 2019.
i) Board Evaluation
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas evaluation of the working of the Board and its Committees culture execution andperformance of specific duties obligations and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
The process followed by the Company for induction and training to Board members hasbeen explained in the Corporate Governance Report.
ii) Meetings of the Board
During the year ended March 31 2020 Nine (9) Board Meetings were held by the Companyon 19th April 2019; 24th May 2019; 30th May 2019; 14thAugust 2019; 27th August 2019; 29th August 2019; 16thOctober 2019; 14th November 2019 and 14th February 2020.
iii) 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 Mrs. Hemlata Chanda(Non-Executive Independent) Mr. Tanuraj Adhikari (Non-Executive Independent) and Mr.Abhishek Parashar (Non-Executive Independent). The Chairperson of the Committee is Mrs.Hemlata Chanda who is an Independent Non-Executive Director. The recommendations of theAudit Committee are always welcomed and accepted by the Board & all the stepsimpacting the financials of the Company are undertaken only after the consultation of theAudit Committee. During the period ended 31st March 2019 Five (5) Meetings of AuditCommittee were held on 29th May 2018; 13th August 2018; 14thNovember 2018; 13th February 2019 and 30th March 2019.
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. AbhishekParashar (Non-Executive Independent Director) Mr. Tanuraj Adhikari (Non-ExecutiveIndependent Director) and Mrs. Hemlata Chanda (Non-Executive Independent Director). TheCommittee is chaired by Mrs. Hemlata Chanda. During the year ended 31st March2019 Two(2) Committee Meeting was held on 13th February 2019 and 26thFebruary 2019
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. The same has also been available in the website of the Company i.e.https://www.sagarproductions.com/Policies.php
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. Tanuraj Adhikari (Non-Executive Independent) and Mr. Abhishek Parashar(Non-Executive Independent). The Committee is chaired by Mr. Abhishek Parashar. Duringthe year ended 31st March 2019 Four (4) Committee Meetings were held on 29thMay 2018; 13th August 2018; 14th November 2018; and 13thFebruary 2019.
iv) 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.
v) 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.
vi) 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.
vii) 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.
viii)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".
ix) 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.
x) Auditors & their Report
a) Change in Auditors:
At the AGM held on 29th September 2018 for the Financial year ended2017-18 the Members have approved and accorded their assent for appointment of M/s. S CMehra & Associates Chartered Accountants (Firm Registration No. 106156W) as StatutoryAuditors of the Company to hold office from the conclusion of the 39th AnnualGeneral Meeting until the conclusion of the 44th Annual General Meeting of theCompany to be held in the year 2023 the Company has received a letter from Auditors tothe effect that their appointment if made it would be within the prescribed limits underSection 139 of the Companies Act 2013.
Pursuant to the first proviso to Section 139 of the Companies Act 2013 theappointment of the Statutory Auditors was required to be placed .The said proviso has beenomitted by MCA vide its notification dated 7th May 2018 with immediate effect.
The Statutory Auditors M/s. S C Mehra & Associates have issued their reports onStandalone Financial Statements for the year ended 31st March 2019. There are no adverseremarks or qualifications in the said report. The Notes on Accounts referred to in theAuditors' Report are self-explanatory 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 Mr Vijay Ramesh GuptaPractising Company Secretary as Secretarial Auditors to undertake secretarial audit of theCompany for the financial year ended March 31 2020. The Secretarial Audit Report isattached herewith marked as "Annexure C" and forms an integral part ofthis report.
The Secretarial Auditor has made and mentioned the following observation in his report:
1. During the year company has maintain minutes of board meeting andother committee in electronic mode.
2. As per Regulation 30 (LODR) Newspaper cutting is not uploaded forun-audited financial result for the quarter ended 30th September 2019 31stDecember 2019 and 31st March 2020.
3. As per Regulation 30 (LODR) Newspaper cutting is not uploaded forIntimation of Board Meeting for the quarter ended 30th May 2019 and 14thNovember 2019
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 2019-2020 and theInternal Audit Report prepared by them was placed before the Audit Committee.
xi) 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's website www.sagarproductions.com.
xii) 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.
xiii) 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
xiv) 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. xv) Material Changes affectingthe financial position of the Company
During the year ended March 31 2020 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.
xvi) 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.
xvii) 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 2020 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 ||30413402 ||75.76 |
|Held in Demat form with NSDL ||9726918 ||24.23 |
|Held in physical mode ||1805 ||0.01 |
xviii) 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 2019-20.
xix) Subsidiary Companies
The Company does not have any Subsidiary Company.
xx) 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.
xxi) 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 2020 the Equity Share Capital is Rs. 40142125 and Net worth is Rs.60179039/-. 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.
xxii) 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.
xxiii) 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.
xxiv) Management Discussion and Analysis
Management Discussion and Analysis Report is appended to this Annual Report.
xxv) 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 2018 19.
xxvi) 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
| ||Sd/- ||Sd/- |
|Place: Mumbai ||Kalakad Sathi ||Sunil Kumar |
|Date: 03.12.2020 ||Whole-time Director ||Director and CFO |
| ||DIN: 00150876 ||DIN: 08324531 |