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Sastasundar Ventures Ltd.

BSE: 533259 Sector: Financials
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OPEN 107.05
52-Week high 138.20
52-Week low 75.05
P/E 3598.33
Mkt Cap.(Rs cr) 343
Buy Price 108.00
Buy Qty 410.00
Sell Price 111.80
Sell Qty 100.00
OPEN 107.05
CLOSE 110.75
52-Week high 138.20
52-Week low 75.05
P/E 3598.33
Mkt Cap.(Rs cr) 343
Buy Price 108.00
Buy Qty 410.00
Sell Price 111.80
Sell Qty 100.00

Sastasundar Ventures Ltd. (SASTASUNDR) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Twenty-Ninth (29th) Annual Reporttogether with Audited Annual Financial Statements (including Audited ConsolidatedFinancial Statements) of the Company for the Financial Year ended 31st March 2018.


(Rs. in Lacs)




FY 2017-18 FY 2016-17 FY 2017-18 FY 2016-17
Total Revenue 152.28 97.69 16196.03 13702.51
Profit/(Loss) before Interest Depreciation & Tax (39.20) (82.29) (1281.57) (1822.59)
Less: Depreciation 22.74 27.49 554.42 691.83
Less: Interest - - 52.13 280.99
Profit/(Loss) before Tax and Exceptional Item (61.94) (109.78) (1888.12) (2795.41)
Exceptional Item 1390.65 (134.00) 651.98 -
Profit /(Loss) before Tax 1328.71 (243.78) (1236.14) (2795.41)
Less: Tax Expenses
- Current Tax 196.79 - 197.75 0.43
- Adjustment of tax relating to earlier periods - 0.04 (0.05) 1.66
- Deferred Tax - - 39.07 59.78
Profit/(Loss) for the year before Minority Interest 1131.92 (243.82) (1472.91) (2857.28)
Less: Minority Interest - - (284.84) 5.25
Profit/(Loss) for the year 1131.92 (243.82) (1188.07) (2862.53)


The Board of Directors do not recommend any dividend for the financial year 2017-18.


Your Board of Directors has transferred an amount of Rs. 226.38 lakhs to the StatutoryReserve maintained under Section 45-IC of the Reserve Bank of India Act 1934.


Pursuant to Share Purchase Agreement (SPA) entered on 19th April 2016 for sale of 100%shareholding in Microsec Capital Limited wholly owned subsidiary of the Company theentire shareholding of the Microsec Capital Limited were transferred to M/s G Raj &Co. (Consultants) Limited on 1st December 2017 without the Trade Mark/ wordMark of MICROSEC and/ or its allied IPRs .

The Scheme of amalgamation of PRP Technologies Limited Myjoy Tasty Food PrivateLimited the wholly owned subsidiaries and Myjoy Hospitality Private Limited the whollyowned subsidiary of Myjoy Tasty Food Private Limited with the Company under section 233 ofthe Companies Act 2013 was confirmed by the Central Government through Regional DirectorEastern Region on 9th January 2018 with the appointed date of 1stApril 2016.


On a standalone basis the revenue of your Company is Rs. 152.28 Lacs as against Rs.97.69 Lacs during the previous year. EBIDTA for the current year is Rs. (39.20) Lacs ascompared to EBIDTA of Rs. (82.29) Lacs during the previous financial year. The net profitfor the year under review is Rs. 1131.92 Lacs as against loss of Rs. 243.82 Lacs in theprevious year.

On a consolidated basis the revenue of your Company stood at Rs. 16196.03 Lacs asagainst Rs. 13702.51 Lacs during the previous year. The EBIDTA for the current year isRs. (1281.57) Lacs as compared to EBIDTA of Rs. (1822.59) Lacs during the previousfinancial year. The net loss for the year under review is Rs. 1188.07 Lacs as againstloss of Rs. 2862.53 Lacs in the previous year.


Your Company has neither accepted nor renewed any deposits from public within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the year.


The authorised share capital of the Company was increased from Rs. 35.00 crores to Rs.35.53 crores during the FY 2017-18 as per the order dated 9th January 2018 of theRegional Director Eastern Region under section 233 of Companies Act 2013. The paid upEquity share capital of the Company as at 31st March 2018 stood at Rs. 31.81 crores.During the year under review the Company had not issued shares with differential votingrights nor has granted any stock option or sweat equity shares and hence the disclosurerequirements under Section 43 and Rule 4(4) of the Companies (Share Capital andDebentures) Rules 2014 is not applicable. As on 31st March 2018 none of the Directorsof the Company holds instrument convertible into equity shares of the Company. YourCompany had not made any provision of money for purchase of its own Shares by employees orby trustees for the benefit of employees during the year under review.


There has been no change in the nature of business of the Company during the financialyear ended 31st March 2018.


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.


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 2018 the Company has nine subsidiaries (both direct and step down).During the year under review a wholly owned subsidiary was incorporated in the name andstyle "Genu Path Labs Limited" to venture into Diagnostic Services as a naturalextension in Healthcare. A step down wholly owned subsidiary was formed in the name andstyle "Microsec Wealth Management Limited" to venture into Portfolio ManagementServices. During the year under review 3 (three) subsidiaries viz. PRP TechnologiesLimited Myjoy Tasty Food Private Limited and Myjoy Hospitality Private Limited mergedwith the Company and another 3 (three) subsidiaries viz. Microsec Capital LimitedMicrosec Insurance Brokers Limited and Microsec Commerze Limited have ceased to besubsidiaries of the Company.

In accordance with Section 129(3) of the Companies Act 2013 the Company has preparedconsolidated financial statements of the Company and all its subsidiaries forms part ofthe Annual Report. Further a statement containing the salient features of the financialstatements of each of the subsidiaries in the prescribed format Form AOC-1 forms part ofthe Annual Report. The annual accounts of the subsidiary companies will be made availableto the shareholders on request and will also be kept for inspection by the shareholders atthe 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 website

A Policy has been formulated for determining the Material Subsidiaries of the Company.Pursuant 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 weblink:

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


As on 31st March 2018 the Board of your Company consists of seven Directors asfollows:

Category Name of Directors
Executive Director Mr. Banwari Lal Mittal Chairman and Managing Director (DIN: 00365809)
Non-Executive Non Independent Director Mr. Ravi Kant Sharma (DIN: 00364066)
Mrs. Abha Mittal (DIN: 00519777)
Independent Non-Executive Director Mr. Parimal Kumar Chattaraj (DIN: 00893963)
Mr. Raj Narain Bhardwaj (DIN: 01571764)
Mr. Deba Prasad Roy (DIN: 00049269)
Mr. Rajeev Goenka (DIN: 03472302)

The composition of the Board is in line with the requirements of the Companies Act2013 and the SEBI (LODR) Reg 2015. All the Directors are having vast knowledge andexperience in their relevant fields and the Company had benefitted immensely by theirpresence in the Board.

As per the provision of the Companies Act 2013 Mrs. Abha Mittal (DIN: 00519777)retires by rotation at the ensuing Annual General Meeting and being eligible offersherself for re-appointment. Your Directors recommended the re-appointment of Mrs. AbhaMittal as Director. The brief profile of Mrs. Abha Mittal (DIN: 00519777) recommended forre-appointment is enclosed with the Notice of the 29th AGM of the Company.

a) Changes in Directors and Key Managerial Personnel

Pursuant to provisions of Section 149 and 152 read with Schedule IV and otherapplicable provisions if any of the Companies Act 2013 and Companies (Appointment andQualifications of Directors) Rules 2014 (including any statutory modification(s) orre-enactment thereof for the time being in force) Mr. Rajeev Goenka (DIN: 03472302) whowas appointed as an Additional Director of the Company categorized as Independent by theBoard of Directors with effect from 26th May 2017 in terms of Section 161 of theCompanies Act 2013 and the members at their meeting held on 8th August 2017 hasappointed Mr. Rajeev Goenka (DIN: 03472302) as an Independent Non-Executive Director ofthe Company with effect from 26th May 2017 to hold office up to 25th May 2020 not liableto retire by rotation. The tenure of Mr. Banwari Lal Mittal (DIN: 00365809) as ManagingDirector & CEO expires on 30th June 2018. The Board of Director at their meeting heldon 21st May 2018 on the recommendation of Nomination and Remuneration Committee hadre-appointed Mr. Banwari Lal Mittal as Managing Director & CEO without anyremuneration for a period of 5 years w.e.f. 1st July 2018 subject to approval of themembers at the forthcoming Annual General Meeting.

Pursuant to the provisions of the Companies Act 2013 ("Act") Mr. ParimalKumar Chattaraj (DIN: 00893963) was appointed as an Independent Non-Executive Director tohold office for five consecutive years for a term up to 31st March 2019 by the Members ofthe Company in the 25th Annual General Meeting held on 13th August2014. Mr. Parimal Kumar Chattaraj has expressed his willingness for re-appointment as anIndependent Non-Executive Director for another term of five consecutive years.

Pursuant to the provisions of the Act based on the recommendation of the Nominationand Remuneration Committee the Board recommends for the approval of the Members through aSpecial Resolution in the 29th Annual General Meeting for re-appointment of Mr. ParimalKumar Chattaraj as an Independent Non-Executive Director for another five consecutiveyears from 1st April 2019 upto 31st March 2024.

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 29th Annual General Meeting.

None of the Directors of the Company are disquali ed for being appointed as Directorsas speci ed in section 164(2) of the Companies Act 2013 and Rule 14(1) of the Companies(Appointment and Quali cation of Directors) Rules 2014.

Pursuant to Section 203 of the Companies Act the Key Managerial Personnel of theCompany are Mr. Banwari Lal Mittal Managing Director & CEO Mr. Amrit Daga ChiefFinancial Officer and Mr. Biplab Kumar Mani Company Secretary. During the year there hasbeen no change in the Key Managerial Personnel.

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.

c) Familiarization Programme undertaken for Independent Director

In terms of Regulation 25(7) of the SEBI (LODR) Reg 2015 your Company follows astructured orientation programme for its newly inducted Director(s) to ensure that theybecome fully aware of the industry in which the Company operates the processes systemsand policies adopted and followed by the Company. The familiarization programme focuses onthe business model and operations of the Company and aims at informing the directors onthe legal regulatory as well as socio-economic regime in which the Company functions.

Further pursuant to Regulation 46 of the SEBI (LODR) Reg 2015 your Company isrequired to disseminate on its website details of familiarization programmes imparted tothe Independent Director(s). During the year the Company has organised onefamiliarisation Programme of the Independent Directors. The details of familiarizationprogramme imparted to the Independent Directors of the Company is available on theCompany's website at the weblink 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.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria as laid down by the Nomination andRemuneration Committee.

In a separate meeting of independent directors performance of non-independentdirectors Chairman and the board as a whole was evaluated taking into account the viewsof executive directors 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 motivatequali ed people at the Executive and at the Board levels. The remuneration policy seeks toemploy people who not only ful ll the eligibility criteria but also have the attributesneeded to t into the corporate culture of the Company. The said Policy has been disclosedin the Corporate Governance Report which forms part of this Annual Report.


The Board meets at regular intervals to discuss and decide on business policy andstrategy apart from other Board business. During the year under review four BoardMeetings were convened and held on 26th May 2017 10th August 2017 14th November 2017and 14th February 2018 the details of which are given in the Corporate GovernanceReport. The intervening gap between the meetings was within the period prescribed underthe Companies Act 2013 as well as the SEBI (LODR) Reg 2015.

Board Committees

The Board of Directors have constituted committees namely Audit Committee Nominationand Remuneration Committee Stakeholders' Relationship Committee Strategic Committee andInvestment Committee. The details of the Committees along with their composition numberof meetings held and attendance at the meetings are provided in the Corporate GovernanceReport forming a part of this Annual Report.


M/s. Singhi & Co Chartered Accountants (FRN: 302049E) of 161 Sarat Bose RoadKolkata - 700026 were appointed as the Statutory Auditors of the Company during the 28thAGM held on 8th August 2017 for a period of five years.

The Board has duly examined the Statutory Auditors' Report to the accounts which isself-explanatory. Clarifications wherever necessary have been included in the Notes tothe Accounts section of the Annual Report. Further your Directors confirm that there areno qualification reservation or adverse remark or disclaimer in the Independent Auditor'sReport provided by Statutory Auditors for the FY 2017 - 18.


There was no fraud reported by the Auditors of the Company under section 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of Directors during the year underreview.


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 rm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 2017-18. The Reportof the Secretarial Audit is annexed herewith as "Annexure - I". There are noqualifications in the Report.


All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of Section 188of the Companies Act 2013 and the Rules made thereunder are not attracted. Thus adisclosure in Form AOC-2 in terms of Section 134 of the Companies Act 2013 is notrequired. Further there are no material related party transactions during the year underreview with the Promoters Directors or Key Managerial Personnel. All related partytransactions are mentioned in the Notes to the Financial Statements.

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 of identication and monitoring of such transactions. The said policy on related Party transactionsas 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" and forms an integral part of this Report.


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 an integral part of this 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 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

During the year no case was reported under this policy and no personnel has beendenied access to the Chairman of the Audit Committee.


The provisions of Section 135 of Companies Act 2013 relating to Corporate SocialResponsibility ("CSR") are not 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 Certi cate issued by theStatutory Auditors M/s. Singhi & Co. Chartered Accountants regarding compliance withthe conditions of Corporate Governance as stipulated is annexed to this report.

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


As required under Regulation 17(8) of the SEBI (LODR) Reg 2015 the CEO/CFOfficertication has been submitted to the Board and a copy thereof is contained elsewhere in thisAnnual 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 2018 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.

During the year under review no complaints were received under the provisions of TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.


Your Directors wishes to place on record their appreciation and sincerely acknowledgethe contribution and support from shareholders customers Central and State GovernmentsBankers Registrar of Companies Kolkata Securities and Exchange Board of India BSELimited National Stock Exchange of India Limited Registrar & Share Transfer Agentsand other Statutory and Regulatory Authorities for the kind co-operation and assistanceprovided to us.

The Directors express their deep sense of appreciation towards all the employees andstaff of the Company and wish the management all the best for achieving greater heights inthe future.

For and on behalf of the Board

B. L. Mittal

Chairman & Managing Director

DIN: 00365809

Date : 21st May 2018

Place : Kolkata