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Sastasundar Ventures Ltd.

BSE: 533259 Sector: Financials
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OPEN 78.00
52-Week high 119.00
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Mkt Cap.(Rs cr) 261
Buy Price 70.50
Buy Qty 25.00
Sell Price 84.90
Sell Qty 99.00
OPEN 78.00
CLOSE 78.00
52-Week high 119.00
52-Week low 40.00
Mkt Cap.(Rs cr) 261
Buy Price 70.50
Buy Qty 25.00
Sell Price 84.90
Sell Qty 99.00

Sastasundar Ventures Ltd. (SASTASUNDR) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Thirtieth (30th) Annual Reporttogether with Audited Annual Financial Statements (including Audited ConsolidatedFinancial Statements) of the Company for the Financial Year ended 31st March 2019.


(Rs. in lacs)



FY 2018-19 FY 2017-18 FY 2018-19 FY 2017-18
Total Revenue 309.67 152.28 22094.55 16196.03
Profit/(Loss) before Interest Depreciation & Tax 118.08 (39.20) (3502.93) (1281.57)
Less: Depreciation 20.70 22.74 598.44 554.42
Less: Interest - - 167.62 52.13
Profit/(Loss) before Tax and Exceptional Item 97.38 (61.94) (4268.99) (1888.12)
Exceptional Item 18.12 1390.65 - 651.98
Profit /(Loss) before Tax 115.50 1328.71 (4268.99) (1236.14)
Less: Tax Expenses - Current Tax 24.17 196.79 28.13 197.75
- Adjustment of tax relating to earlier periods (1.08) - (0.26) (0.05)
- Deferred Tax - - 71.72 39.07
Profit/(Loss) for the year before Minority Interest 92.41 1131.92 (4368.58) (1472.91)
Less: Minority Interest - - (532.81) (284.84)
Profit/(Loss) for the year 92.41 1131.92 (3835.77) (1188.07)

Consolidated Financial Statements

As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 and in accordance with the Indian Accounting Standard AS-21 Consolidated FinancialStatements of the Company and its subsidiaries form part of the Annual Report and arereflected in the consolidated financial statements of the Company. These statements havebeen prepared on the basis of audited financial statements received from the subsidiarycompanies as approved by their respective Boards.


The Board of Directors do not recommend any dividend for the financial year 2018-19.


The Company has not transferred any amount to the General Reserve Account during thefinancial year ended 31st March 2019.


During the year the Company has executed a Share Subscription Agreement (SSA) on 28thJanuary 2019 with Sastasundar Healthbuddy Limited and Rohto Pharmaceuticals Co. Limited.In terms of the SSA the Company has invested Rs. 35.24 crores in Sastasundar HealthbuddyLimited subsidiary Company and has subscribed 36000 Cumulative Compulsory ConvertiblePreference Shares (CCPS).

During the year the Company also entered in to a Share Purchase Agreement (SPA) withGenu Path Labs Limited and Sastasundar Healthbuddy Limited on 5th March 2019.In terms of such SPA the Company has sold the investment in Genu Path Labs Limited toSastasundar Healthbuddy Limited for a consideration of Rs. 6.00 crores. The entiretransaction had completed on 9th April 2019.


On a standalone basis the revenue of your Company is Rs. 309.67 Lacs as against Rs.152.28 Lacs during the previous year. EBIDTA for the current year is Rs. 118.08 Lacs ascompared to EBIDTA of Rs. (39.20) Lacs during the previous financial year. The net profitfor the year under review is Rs. 92.41 Lacs as against Rs. 1131.92 Lacs in the previousyear.

On a consolidated basis the revenue of your Company stood at Rs. 22094.55 Lacs asagainst Rs. 16196.03 Lacs during the previous year. The EBIDTA for the current year isRs. (3502.93) Lacs as compared to EBIDTA of Rs. (1281.57) Lacs during the previousfinancial year. The net loss for the year under review is Rs. 3835.77 Lacs as againstloss of Rs. 1188.07 Lacs in the previous year.


During the year under review the Company has neither accepted nor renewed any depositsfrom the public within the meaning of Section 73 of the Companies Act 2013 read withCompanies (Acceptance of Deposits) Rules 2014 during the year.


The paid up Equity share capital of the Company as at 31st March 2019 stood at Rs.31.81 crores divided into 31810500 equity shares of face value of Rs. 10 each. Therehas been no change in the Authorised and Paid up Share Capital of the Company during theyear under review.

A) Issue of equity shares with differential rights : The Company did not issue equityshares with differential voting rights during the financial year 2018-19

B) Issue of sweat equity shares: The Company did not issue sweet equity shares duringthe financial year 2018-19.

C) Issue of employee stock options: The Company did not issue stock options during thefinancial year 2018-19.

D) Provision of money by Company for purchase of its own shares by employees or bytrustees for the benefit of employees:

The Company does not have a scheme for purchase of its own shares by employees or bytrustees for the benefit of employees.


There has been no change in the nature of business of the Company during the financialyear ended 31st March 2019.


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.


No material changes and commitments affecting the financial position of your Companyhave occurred between the end of the financial year of the Company to which financialstatements relates and the date of this report.


There were no significant and material orders passed by the Regulators or Courts orTribunals during the year impacting the going concern status and the operations of theCompany in future.


Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFRules") all dividends remaining unpaid or unclaimed for a period of seven years arerequired to be transferred by the Company to the IEPF established by the Government ofIndia. Further according to the Rules the shares on which dividend has not been paid orclaimed by the shareholders for seven consecutive years or more shall also be transferredto the demat account of the IEPF Authority.

During the year the Company has transferred the unclaimed and unpaid dividends of Rs.97015/- to IEPF. Further 4031 corresponding shares on which dividends were unclaimed forseven consecutive years were transferred to IEPF as per the requirements of the IEPFrules. The Company has uploaded the details of unpaid and unclaimed amounts lying with theCompany on the Company's website at


Your Company's Internal Control Systems are commensurate with the nature size andcomplexity of its business and ensure proper safeguarding of assets maintaining properaccounting records and providing reliable financial information.

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 efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information.

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 functioning and quality of internal controls along with adequacy and effectivenessthrough periodic reporting.


As on March 31 2019 the Company has ten subsidiaries (both direct and step down).During the year under review a new subsidiary was incorporated in the name and style"Happymate Foods Limited" to venture into Food business.

In accordance with Section 129(3) of the Companies Act 2013 the Company has preparedconsolidated financial statements of the Company and all its subsidiaries which forms partof the 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 inspection by theshareholders at the registered office of your Company.

Further as per section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany are available at our website at

A Policy has been formulated for determining the Material Subsidiaries of the Companypursuant to Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 [hereinafter referred to as SEBI (LODR) Reg 2015]. The said Policy hasbeen posted on the Company's website at the nofMaterialSubsidiary.pdf

The Company does not have any Joint Venture or Associate Company as per the provisionsof the Companies Act 2013.


a) Directors and Key Managerial Personnel

As per the provision of the Companies Act 2013 Mr. Ravi Kant Sharma (DIN: 00364066)retires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. Your Directors recommended the reappointment of Mr. Ravi KantSharma as Director.

The tenure of Mr. Banwari Lal Mittal (DIN: 00365809) as Managing Director was expiredon 30th June 2018. The Board of Director at their meeting held on 21st May2018 on the recommendation of Nomination and Remuneration Committee had appointed Mr.Banwari Lal Mittal as Managing Director & CEO without any remuneration for a period of5 years w.e.f. 1st July 2018 and the said appointment was approved by the members at theAnnual General Meeting held on 14th August 2018.

Mr. Banwari Lal Mittal and Mr. Ravi Kant Sharma is on the Board of SastasundarHealthbuddy Limited (SHBL) subsidiary of the Company and draws remuneration from SHBL.

Mr. Rajeev Goenka was appointed as an Independent Non-Executive Director to hold officefor three consecutive years upto 25th May 2020 by the Members of the Company at the 28thAGM. The Board based on recommendation of Nomination and Remuneration Committee and interms of the provisions of Sections 149 150 152 read with Schedule IV and any otherapplicable provisions of the Act and the Listing Regulations recommends re-appointment ofMr. Goenka as an Independent Director of the Company for the second term from 26th May2020 upto the conclusion of the 32nd Annual General Meeting of the Company to be held inthe year 2021.

Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 notified on June 7 2018 prescribes that no listed entity shall appointa person or continue the directorship of any person as a non-executive director who hasattained the age of seventy five years unless a special resolution is passed to thateffect. Mr. Parimal Kumar Chattaraj who was reappointed as an Independent Director of theCompany at the 29th Annual General Meeting of the Company held on August 14 2018 for aperiod of five years by way of special resolution. The present age of Mr. Chattaraj is 74years. In view of the said provision of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Nomination and Remuneration Committee discussed the matterand recommended the continuation of Directorship of the above Independent Director for theremaining period of his term subject to compliance of the same.

Details of the directors being appointed/ re-appointed as required under SEBI (LODR)Reg 2015 and Secretarial Standard -2 are provided in the Corporate Governance Report andnotice of 30th Annual General Meeting.

None of the Directors of the Company are disqualified for being appointed as Directorsas specified in section 164(2) of the Companies Act 2013 and Rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014.

During the year under review Mr. Deepak Kumar Agarwal has appointed as Chief FinancialOfficer in place of Mr. Amrit Daga who has resign from the post of Chief Financial Officerw.e.f. 2nd March 2019.

Pursuant to Section 203 of the Companies Act the Key Managerial Personnel of theCompany are Mr. Banwari Lal Mittal Managing Director Mr. Deepak Kumar Agarwal ChiefFinancial Officer and Mr. Biplab Kumar Mani Company Secretary.

The term of Mr. Raj Narain Bhardwaj and Mr. Deba Prasad Roy as Independent Directorsexpired on 31st March 2019. They have not been appointed as an IndependentDirector for the second term. CS (Dr.) Saibal Chandra Pal appointed as an IndependentDirector (additional) w.e.f. 1st April 2019 subject to the approval of themembers at the forthcoming AGM.

b) Declaration by the Independent Director(s)

All the Independent Directors have furnished the requisite declarations that they meetthe independence criteria as laid down under section 149(6) of the Companies Act 2013read with the rules made thereunder and Regulation 16(1)(b) of the SEBI (LODR) Reg 2015.Further the Board of Directors has taken on record the declaration and confirmationsubmitted by the Independent Director under regulation 25(8) after assessing its veracity.The Independent Directors have complied with the code for Independent Director asprescribed under Schedule IV of the Companies Act 2013.

c) Familiarization Programme undertaken for Independent Director

In terms of Reg 25 (7) of the SEBI (LODR) Reg 2015 your Company is required toconduct Familiarisation Programme for Independent Directors to familiarise them about yourCompany including nature of Industry in which your company operates business modelresponsibilities 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 familiarizationprogrammes imparted to the Ids including the details of the same. During the year theCompany has organised one familiarisation Programme of the Independent Directors. Thedetails of the familiarisation programme of Independent Directors are provided in theCorporate Governance Report. The link to the details of familiarization programmesimparted to the Ids is

d) Board Evaluation

The Nomination and Remuneration Committee of the Company has formulated and laid downcriteria for Performance evaluation of the Board (including Committees) and every director(including independent directors) pursuant to the provisions of Section 134 Section 149read with the code of Independent Director (Schedule IV) and Section 178 of the CompaniesAct 2013 read with Rules framed thereunder and Regulation 19(4) read with Part D ofSchedule II of SEBI (LODR) Reg 2015.

For annual evaluation of the Board as a whole its Committee(s) and IndividualDirectors including the Chairman of the Board the Company has formulated a questionnaireto assist in evaluation of the performance. The manner in which the evaluation has beencarried out has 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) Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeadopted the Remuneration Policy which inter alia includes policy for selection andappointment of Directors Key Managerial Personnel Senior Management Personnel and theirremuneration. The remuneration policy of the Company aims to attract retain and motivatequalified people at the Executive and at the Board levels. The remuneration policy seeksto employ people who not only fulfill the eligibility criteria but also have theattributes needed to fit into the corporate culture of the Company. The said Policy hasbeen disclosed in the Corporate Governance Report which forms part of this Annual Report.


a) 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 resolutions through circulation aspermitted by law which are confirmed in the subsequent Board meeting. During the yearunder review four Board Meetings were convened and held on 21st May 2018 13thAugust 2018 12th November 2018 and 13th February 2019 thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013 as well as theSEBI (LODR) Reg 2015.

b) Audit Committee

The composition number of meetings held and attended and terms of reference of theAudit Committee has been furnished in the Corporate Governance Report forming a part ofthis Annual Report. There has been no instance where the Board has not accepted therecommendations of the Audit Committee.

c) Nomination and Remuneration Committee

The composition number of meetings held and attended and terms of reference of theNomination and Remuneration Committee has been furnished in the Corporate GovernanceReport forming a part of this Annual Report.

d) Stakeholders Relationship Committee

The composition number of meetings held and attended and terms of reference of theStakeholders Relationship Committee has been furnished in the Corporate Governance Reportforming a part of this Annual Report.

e) Investment Committee

The composition number of meetings held and attended and terms of reference of theInvestment Committee has been furnished in the Corporate Governance Report forming a partof this Annual Report.

f) Strategic Committee

The composition number of meetings held and attended and terms of reference of theStrategic Committee has been furnished in the Corporate Governance Report forming a partof this Annual Report.

g) Separate Meeting of Independent Directors

The Independent Directors met on 12th November 2018 without the attendanceof Non-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of Non-Independent Directors and the Board as a whole theperformance of the Chairman of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.


(a) Statutory Auditors

M/s. Singhi & Co. Chartered Accountants (Firm registration No. 302049E) theStatutory Auditors have submitted their Independent Auditor Report for the financial yearended 31st March 2019 and they have made no qualification reservation observation oradverse remarks or disclaimer in their report.

(b) Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed M/s MKB & Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company for the financial year 2018-19. TheReport of the Secretarial Audit is annexed herewith as "Annexure - I". There areno qualifications in the Report.

None of the auditors of the Company have reported any fraud during the FY 2018-19.


During the financial year 2018-19 your Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 which were in the ordinarycourse of business and on arms' length basis and in accordance with the provisions of theCompanies Act 2013 Rules issued thereunder and SEBI (LODR) Reg 2015. During thefinancial year 2018-19 there were no transactions with related parties which qualifies asmaterial transactions under the Listing Regulation. Thus a disclosure in Form AOC-2 interms of Section 134 of the Companies Act 2013 is not required.

All Related Party Transactions are placed before the Audit Committee and also beforethe Board for approval. Omnibus approval was obtained on a yearly basis for transactionswhich were of repetitive nature. Transactions entered into pursuant to omnibus approval ofall the Related Party Transactions are placed before the Audit Committee and the Board forreview and approval on a quarterly basis.

The Company has formulated a policy on related party transactions for purpose ofidentification and monitoring of such transactions. The said policy on related Partytransactions as approved by the Board is posted at the Company's website at the weblink


The information relating to conservation of energy technology absorption foreignexchange earnings and outgo as per section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as "Annexure -II".


Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed to this Report as "Annexure - III"and forms part of the Report.


Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)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.

The Annual Return of the Company will be available at the web address of the Company


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 violation of the Company's Code of Conduct or ethics policy. The policyprovides for adequate safeguards against victimization 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 SVL_whistle_blower_policy.pdf

During the year under review no complaints have been received/reported.


The provisions relating to the Corporate Social Responsibility ("CSR") arenot applicable to the Company.


Your Company has adopted a Code for Prevention 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 . The Code requires preclearance for dealing in Company'sshares and prohibit the purchase or sale of shares in your Company by the Directors anddesignated employees while they are in possession of unpublished price sensitiveinformation and also during the period when the Trading Window remains closed.


The Company is committed 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 practices. The report on CorporateGovernance and Management Discussion & Analysis Report as stipulated under Schedule Vof the SEBI (LODR) Reg 2015 forms an integral part of this report.


In Compliance with the provisions of Regulation 34 of the SEBI (LODR) Reg 2015 readwith Schedule V of the said Regulations the Corporate Governance Certificate issued bythe Practicing Company Secretaries' M/s. MKB & Associates Company Secretariesregarding compliance with the conditions of Corporate Governance as stipulated is annexedto this report.

Your Company has taken adequate steps for strict compliance with the CorporateGovernance guidelines as amended from time to time.


During the year under review your Company has complied with applicable SecretarialStandards issued by the Institute of Company Secretaries of India.


Your Company is listed with BSE Ltd. and National Stock Exchange of India Ltd. and theCompany has paid the Listing Fees to both the exchanges on time.


As required under Regulation 17(8) of the SEBI (LODR) Reg 2015 the CEO/CFOcertification has been submitted to the Board and a copy thereof is contained elsewhere inthis Annual Report.


Your Company's risk management strategy strives to balance the trade off between riskand return and ensure optimal risk- adjusted return on capital and entails independentidentification measurement and management of risks across the various businesses of yourCompany.

The Company has formulated a Risk Assessment & Management Policy which identifyevaluate business risks and opportunities. 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 noticed 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.


The Directors acknowledges the responsibility for ensuring compliances with theprovisions of section 134(3)(c) read with section 134(5) of the Companies Act 2013 andprovisions of the SEBI (LODR) Reg 2015 and in the preparation of the annual accounts forthe year ended 31st March 2019 states that —

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) they have 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 profitof the Company for the year;

(c) they have 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 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 effectively; and

(f) proper systems had been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively


Ministry of Corporate Affairs has permitted Companies to send copies of Annual reportNotices etc. electronically to the email IDs of shareholders. Your Company has arrangedto send the soft copies of these documents to the registered email IDs of theshareholders wherever available. In case any shareholder would like to receive physicalcopies of these documents the same shall be forwarded upon receipt of written request inthis respect.


Our employees are our core resource and the Company has continuously evolved policiesto strengthen its employee value proposition. Your Company was able to attract and retainbest talent in the market and the same can be felt in the past growth of SastaSundarGroup. The Company is constantly working on providing the best working environment to itsHuman Resources with a view to inculcate leadership autonomy and towards this objectiveyour Company spends large efforts on training. Your Company shall always place allnecessary emphasis on continuous development of its Human Resources. The belief"great people create great organization" has been at the core of the Company'sapproach to its people.


Your Company is committed to provide a safe and secure environment to its womenemployees across its functions as they are considered as integral and important part ofthe Organisation. Your Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013.

In terms of provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules framed thereunder your Company has dulyadopted a Policy and has also complied with the provisions relating to the constitution ofInternal Complaints Committee (ICC).

There was no case of sexual harassment reported during the year under review.


Your Directors take this opportunity to thank the Regulatory and GovernmentAuthorities Bankers Business Associates Shareholders and the Customers of the Companyfor their continued support to the Company. The Directors express their deep sense ofappreciation towards all the employees and staff of the Company and wish the managementall the best for achieving greater heights in the future.

For and on behalf of the Board
Banwari Lal Mittal
Date: May 22 2019 Chairman & Managing Director
Place: Kolkata DIN:00365809