SAGAR PRODUCTIONS LIMITED
Your Directors are pleased to present their 40th Annual Report togetherwith the Audited Financial Statements for the financial year ended March 31 2019 and theAuditors Report thereon.
|1. Business Performance || || |
| || ||(Rs. In Lacs) |
| ||YEAR ENDED 31.03.2019 ||YEAR ENDED 31.03.2018 |
|PARTICULARS || || |
|Revenue from operations ||845.00 ||955.56 |
|Other income ||0 ||0.20 |
|Gross Income ||845.00 ||955.75 |
|Total Expenses ||762.37 ||906.87 |
|Net Profit Before Tax ||82.63 ||48.89 |
|Provision for Tax ||- ||(10.00) |
|Net Profit After Tax ||72.96 ||35.09 |
2. Operations and Future Plans
During the year under review the Company's Turnover has decreased from Rs. 955.56 Lakhsto Rs. 845.00 Lakhs. However profit for the year was increased from Rs. 35.09 Lakhs toRs. 72.96 Lakhs. Your Company is optimistic about the coming year. Since the Company istrying to expand its business your Directors are hopeful that the results will be moreencouraging.
Your Board has recommended a dividend of Re. 0.02 (2%) per share on 40142125 Equityshares for the financial year ended 31st March 2019. 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 2019 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 2018-19 andinstead intends to retain the net profit in the Profit & Loss Account for the yearended 31st March 2019.
6. Directors and Key Managerial Personnel
i) Retire by Rotation:
None of the Directors is liable to retire by rotation.
ii) Change in Directors and Key Managerial Personnels:
During the year Mr. Sunil Kumar was appointed as an Additional Director(Executive) w.e.f. January 09 2019.
Mr. Abhishek Parashar was appointed as Additional Director (Independent) witheffect from February 26 2019.
Mr. Tanuraj Adhikari was appointed as Additional Director (Independent) witheffect from February 26 2019.
Mr. Sakar Watal was appointed as Additional Director (Non-Executive) with effectfrom March 30 2019.
Mr. Sunil Kumar was appointed as the Cheif Financial Officer with effect fromMarch 30 2019.
Ms. Shalu Sharma was appointed as Company Secretary & Compliance Officerwith effect from May 24 2019.
Mr. Deepak Mardhekar resigned from the Directorship with effect from February26 2019.
Mr. Deepak Mardhekar also resigned from the position of Chief Financial Officerof the Company with effect from March 30 2019.
Mr. Jitendra Keny resigned from the Directorship with effect from February 262019.
Mr. Subhash Choubisa resigned from the Directorship with effect from March 302019.
Ms. Paridhi Manocha was appointed as Company Secretary and Compliance officer ofthe Company on February 26 2019 and tendered her resignation on April 19 2019.
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 2019 Eight (8) Board Meetings were held by the Companyon 10th April 2018; 29th May 2018; 13th August 2018;14th November 2018; 09th January 2019; 13th February2019; 26th February 2019 and 30th March 2019.
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 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.
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 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 subject to the ratification of the Members at everyAnnual General Meeting. Also the Company has received a letter from Auditors to theeffect 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 for ratification at everyAnnual General Meeting. The said proviso has been omitted by MCA vide its notificationdated 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 Miss Pooja Jain PractisingCompany Secretary as Secretarial Auditors to undertake secretarial audit of the Companyfor the financial year ended March 31 2019. 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 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. 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 is expected that soon the Company "Sagar Productions Limited" will be outof Graded Surveillance 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 2018-2019 and theInternal Audit Report prepared by them was placed before the Audit Committee.
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:http://www.sagarproductions.com/images/pdf/Policy%20on%20Related%20Party%20Transactions.pdf
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 2019 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 2019 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 |
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 2018-19.
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-linkhttp://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 2019 the Equity Share Capital is Rs. 40142125 and Net worth is Rs.51953923/-. 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 2018 19.
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 |
| ||Sd/- ||Sd/- |
|Place: Mumbai ||Kalakad Sathi ||Sunil Kumar |
|Date: May 30 2019 ||Whole-time Director ||Director and CFO |
| ||DIN: 00150876 ||DIN: 08324531 |