? Indian Macroeconomic Outlook
Indias economy is recovering from the Covid-19 pandemic. In a
globalize world, large, open economies like India are also affected by external events.
The war in Ukraine, rising interest rates and tightening of liquidity will affect
Indias growth this year. Despite all these uncertainties, the World Bank expects
Indias GDP to grow at 6.3% in the coming year.
Filmed entertainment recovered to 90% of its pre-pandemic levels. We
expect the film segment to continue to grow, driven by theatrical revenues as Hindi movies
go mass in their storytelling, incorporate more VFX to enhance the movie-going experience
and expand into tier-II and III cities.
Table 1: Nominal GDP in US$ and PPP dollar terms: cross country
comparison (GDP:2023)
| Country |
Nominal ($ bn) |
Rank |
PPP ($ bn) |
Rank |
| United States |
25,938 |
1 |
25,938 |
2 |
| China |
19,994 |
2 |
31,661 |
1 |
| Japan |
5,735 |
3 |
6,200 |
4 |
| Germany |
4,774 |
4 |
5,412 |
5 |
| United Kingdom |
3,582 |
5 |
3,689 |
10 |
| India |
3,515 |
6 |
12,387 |
3 |
? Indias Media & Entertainment Industry
The Indian M&E sector grew 20% to Rs. 2.1 trillion (US$26.2
billion), 10% above its pre-pandemic levels. While television remained the largest
segment, digital media cemented its position as a strong number two segment followed by
print media. The M&E sector is expected to grow 11.5% in 2023 to reach Rs. 2.34
trillion (US$29.2 billion), then grow at a CAGR of 10% to reach Rs. 2.83 trillion (US$35.4
billion) by 2025
? Brief History & Business Overview
Incorporated in 1980 as Kirti Finvest Limited, your Company was engaged
in Financing, Share trading and Investments. Your Company was formerly known as Kirti
Finvest Limited and changed its name to Sagar Productions Limited in May 2010, focusing
into media segment. Your Company is into media production and media trading activity.
? Review of Operations & Business Overview
During the year under review the Companys Turnover has decreased
from Rs. 480.00 Lakhs to Rs. 141.22 Lakhs and so on profit for the year was decreased from
Rs. 4.27 Lakhs to Rs. (22.25) Lakhs. Your Company is optimistic about the coming year.
Since the Company is trying to expand its business, your directors are hopeful that the
results will be more encouraging.
? Human Resources
Your Company recognizes the need of talent and nurturing quality staff
as a key to success. We will continue to focus on training and motivation of manpower so
as to develop teams of qualified and skilled personnel to effectively discharge their
responsibilities in a number of projects and activities. It is, in this context, which we
have been working towards promoting the skills and professionalism of our employees to
cope with and focus on the challenges of change and growth which is important to the
segment your Company operates in.
? Internal controls & their Adequacy
The company believes in formulating adequate and effective internal
control systems and implementing the same to ensure that the interests of the company are
safeguarded and reliability of accounting data and its accuracy are ensured with proper
checks and balances. The senior management team meets to address issues like operational
efficiency, protection and conservation of resources, accuracy and promptness in financial
reporting and compliance with laws and regulation, at regular frequency to discuss various
issues that influence the business and to take strategic decisions. The company has an
internal audit system, which submits report to the Chairman of Audit Committee
periodically.
? Threats Risks & Concerns
The management of risk does not imply risk elimination but prudent risk
management. We can withstand the competition despite an increasing number of new players.
Due to industry specific high attrition of key professionals the quality of the
productions and their consistency could suffer. There is a risk of sourcing software at
reasonable acquisition costs and the rapid changing market can be a threat. Your
companys management is proactive to recognise risks & threats and make use of
opportunity. Piracy is a major hurdle in our segment. Physical format is diminishing to an
extent largely due to this. Besides regulatory frame work, subsidies, taxes and related
policy can affect our industry.
? Cautionary Statement
Statements in the Management Discussion and Analysis and the annual
report describing the Companys objectives, projections, estimates, expectations may
be "forward-looking statements" within the meaning of applicable securities laws
and regulations in India and other countries. Actual results could defer materially from
those expressed or implied.
Important factors that could make a difference to the Companys
operations include economic conditions affecting the domestic market, in which the Company
operates, changes in the Government regulations, tax laws and other statutes and other
incidental factors and unforeseen circumstances.
CERTIFICATION FROM WHOLE-TIME DIRECTOR/CFO
To,
The Board of Directors,
Sagar Productions Limited,
We hereby certify the following as stipulated in SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 that:
1) We have reviewed Financial Statements and the Cash Flow Statement
for the year ended March 31, 2023 and that to the best of our knowledge and belief :
a. these statements do not contain any materially untrue statement or
omit any material fact or contain statements that might be misleading;
b. These statements together present a true and fair view of the
Companys affairs and are in compliance with existing accounting standards,
applicable laws and regulations.
2) There are, to the best of our knowledge and belief, no transactions
entered into by the
Company during the year which are fraudulent, illegal or violate the
Companys Code of Conduct.
3) We accept responsibility for establishing and maintaining internal
controls for financial reporting and have evaluated the effectiveness of the internal
controls systems of the Company pertaining to financial reporting and have disclosed to
the Auditors and the Audit Committee, deficiencies in the design or operation of such
internal controls, if any, of which we are aware and the steps we have taken or propose to
take to rectify these deficiencies.
4) We further certify that:
c. there have been no significant changes in internal control over
financial reporting during the period under review;
d. there have been no significant changes in accounting policies made
during the period and that the same have been disclosed in the notes to the financial
statements; and
e. There have been no instances of significant fraud of which we have
become aware and the involvement therein, if any, of the management or an employee having
a significant role in the Companys Internal Control System over Financial Reporting.
|
|
Sd/- |
Sd/- |
Place: Mumbai |
Kalakad Sathi |
Sunil Kumar |
Date: |
22/05/2023 |
Whole-time Director |
Director and CFO |
|
|
DIN: 00150876 |
DIN: 08324531 |
Form No. MR-3 Secretarial Audit Report
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of
the Companies (Appointment and Remuneration Personnel) Rules, 2014] p>
Secretarial Audit Report
For the Financial Year ended 31st March 2023
To,
The Members,
SAGAR PRODUCTIONS LIMITED,
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by SAGAR PRODUCTIONS
LIMITED (hereinafter called the Company).
Secretarial Audit was conducted in a manner that provided us a
reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing our opinion thereon.
Based on our verification of the Companys books, papers, minute
books, forms and returns filed and other records maintained by the company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, We hereby report that in our opinion, the company
has, during the audit period covering the financial year ended on 31st March, 2023 has
complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter.
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2023 according to the provisions of:
I. The Companies Act, 2013 (the Act) and the rules made thereunder;
II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA)
and the rules made thereunder; III. The Depositories Act, 1996 and the Regulations and
Bye-laws framed thereunder; IV. Foreign Exchange Management Act, 1999 and the Rules and
Regulations made there under to the extent of External Commercial Borrowings, Foreign
Direct Investment and Overseas Direct Investment were not attracted to the Company during
the Financial Year under Review; V. The following Regulations and Guidelines prescribed
under the Securities and
Exchange Board of India Act, 1992 (‘SEBI Act): a. The
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 1992;
c. The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009;
d. The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
e. The Securities and Exchange Board of India (Listing Obligation and
Disclosure Requirements) Regulation, 2015. V. Other applicable laws are as under: ? The
Information Technology Act, 2000. ? The FEMA Act, 1999. I have also examined compliance
with the applicable clauses of the following:
a) Secretarial Standards by the Institute of Company Secretaries of
India.
During the period under review and as per the explanations and
representations made by the management and subject to clarifications given to us, the
Company has generally complied with the provisions of the Act, Rules, Regulations,
Guidelines, etc., except the following:
1. During the year company has maintain minutes of board
meeting and other committee in electronic mode.
2. Company has appointed Independent Directors but the
name of the Independent Directors has not registered under the Database of Independent
Directors.
3. During the year Mr. Amey Arvind Kulkarni, Director of
the Company is not updated the DIN KYC in Ministry of Corporate Affairs.
4. During the year Ms. Punam Arora, Director of the
Company is not updated the DIN KYC in Ministry of Corporate Affairs.
I further report that
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors. The
changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
Majority of the decisions were carried out unanimously by the members
of the Board and Committees and the same were duly recorded in the minutes of the meeting
of the Board of Directors and Committees of the Company.
I further report that there are adequate systems and processes in the
company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
I have relied on the representation made by the Company and its
Officers for systems and mechanism formed by the Company for compliances under other
applicable Acts, Laws and Regulations to the Company.
In case of Direct and Indirect Tax Laws like Income Tax Act, 1961,
Service tax Act, Central excise Act and Rules including CENVAT Rules & Custom Act, I
have relied on the reports given by the Statutory Auditors of the Company.
I further report that during the audit period, the Company has not
undertaken event/action having a major bearing on the Companys affairs in pursuance
of the above referred Laws,
Rules, Regulations, Guidelines, Standards etc. referred to above.
This Report is to be read with our letter of even date which is annexed
as Annexure and forms an integral part of this Report.
For VRG & Associates |
Practicing Company Secretaries |
Sd/- |
Vijay Ramesh Gupta |
Proprietor |
Membership No: 33236 |
C. P No: 22478 |
UDIN: A033236E000950823 |
Peer Review Certificate No: 1678/2022 |
Date: 05th September, 2023 |
Place: Mumbai |
Annexure A To, The Members,
SAGAR PRODUCTIONS LIMITED
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial record. The verification was done on test basis to ensure that the correct
facts are reflected in secretarial records. We believe that the practices and processes,
we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the company.
4. Wherever required, we have obtained management representation about
the compliance of laws, rules, regulations, norms and standards and happening of events.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, norms and standards is the responsibility of management. Our
examination was limited to the verification of procedure on test basis.
6. The secretarial audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
7. We have reported, in our audit report, only those non-compliance,
especially in respect of filing of applicable forms/documents, which, in our opinion, are
material and having major bearing on financials of the Company.
Practicing Company Secretaries |
Sd/- |
Vijay Ramesh Gupta |
Proprietor |
Membership No: 33236 |
C. P No: 22478 |
UDIN: A033236E000950823 |
Peer Review Certificate No: 1678/2022 |
Date: 05th September, 2023 |
Place: Mumbai |
+91-9892691696
