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Sungold Media & Entertainment Ltd.

BSE: 541799 Sector: Others
NSE: N.A. ISIN Code: INE266S01011
BSE 00:00 | 05 Sep Sungold Media & Entertainment Ltd
NSE 05:30 | 01 Jan Sungold Media & Entertainment Ltd
OPEN 6.84
PREVIOUS CLOSE 6.84
VOLUME 90000
52-Week high 6.84
52-Week low 4.70
P/E 342.00
Mkt Cap.(Rs cr) 3
Buy Price 4.70
Buy Qty 10000.00
Sell Price 4.56
Sell Qty 10000.00
OPEN 6.84
CLOSE 6.84
VOLUME 90000
52-Week high 6.84
52-Week low 4.70
P/E 342.00
Mkt Cap.(Rs cr) 3
Buy Price 4.70
Buy Qty 10000.00
Sell Price 4.56
Sell Qty 10000.00

Sungold Media & Entertainment Ltd. (SUNGOLDMEDIA) - Director Report

Company director report

To

The Members

The Directors present the 24th Annual Report on the business and operationsof the Company along with the audited statements of accounts for the Financial Year endedMarch 31 2019.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE):

The Board's Report shall be prepared based on the stand alone financial statements ofthe company.

(Rs. In Lakhs)
Particulars For the year ended March 31 2019 For the year ended March 31 2018
Revenue from operation 51.42 59.64
Other Income 0.008 0.008
Total Expense 49.67 56.17
Gross Profit before depreciation and tax 1.75 3.47
Depreciation 0.30 0.30
Net Profit before tax 1.45 3.17
Tax Expense 0.33 0.98
Net Profit After Tax 1.12 2.19
Balance of Profit brought forward 23.42 21.22
Balance available for appropriation 1.12 2.19
Proposed Dividend on Equity Shares Nil Nil
Tax on proposed Dividend Nil Nil
Transfer to General Reserve Nil Nil
Surplus carried to Balance Sheet 24.54 23.42
Earning Per Shares (EPS)
Basic 0.02 0.04
Diluted 0.02 0.04

2. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT-9is available on the following web address of the Company; Website: www.sungoldmediaent.com

3. DIVIDEND:

In order to conserve the resources and for further growth the Company does not proposeto pay any dividend.

4. DEPOSITS:

During the year under the review your company has not accepted any deposits from thepublic within the meaning of section 76 of the Companies Act 2013 and the rules thereunder. There are no public deposits which are pending for repayment.

5. AMOUNT TRANSFER TO RESERVE:

Your company does not propose to carry any amount to reserves.

6. INITIAL PUBLIC OFFER THROUGH OFFER FOR SALE

The Company came out with Initial Public Offer (Issue) through offer for sale toenhance our Visibility brand name and provide liquidity to the existing shareholders.

The Issue of the Company was closed on August 14 2018 which received an overwhelmingresponse from retail as well as non-retail investors.

The issue was duly subscribed and the allotment was finalized in consultation with theBombay stock Exchange Limited The company allotted fully paid up 13 50000 Equity Sharesof Rs. 10/- per share The Equity Shares of the Company were listed and admitted todealings on the Small and Medium Enterprise Platform of Bombay Stock Exchange Limited witheffect from August 27 2018.

7. SHARE CAPITAL:

Subsequent to the aforesaid the Authorized share capital of your company stands at Rs.50000000/- divided into 5000000 Equity Shares of Rs 10/- each. At present the IssuedSubscribed and Paid up Share Capital of your Company is Rs. 50000000/- divided into 5000000 Equity Shares of Rs 10/-each fully paid-up.

8. USE OF PROCEEDS

The proceeds from the Issue of the company have been utilized/are in process ofutilization for the purpose for which they were raised and there is no deviation in theutilization of proceeds.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal controls commensurate with the size scaleand complexity of its operations. To maintain its objectivity and independence theInternal Auditors report to the Chairman of the Audit Committee of the Board. InternalAuditors monitor and evaluate the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company.

Based on the report of Internal Auditors process owners undertake corrective action intheir respective areas and thereby strengthen the controls. Significant audit observationsand corrective actions thereon are presented to the Audit Committee of the Board.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial positionof the company which has occurred during the end of the financial year and date of report.

11. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

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

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of loan and investment are disclosed in the notes to accounts.

13. RELATED PARTY TRANSACTIONS:

A Related Party Policy has been devised by the Board of Directors for determining themateriality of transactions with related parties and dealings with them. The said Policymay be referred to at the website of the Company viz www.sungoldmediaent.com

All contracts/arrangements/transactions entered by the Company during the FY 2018-2019with related parties were in the ordinary course of business and on an arm's length basis.During the year under review the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.Since all related party transactions entered into by the Company were in the ordinarycourse of business and were on an arm's length basis Form AOC-2 forms the part of thisBoard report in ANNEXURE I.

Your Directors draw attention of the members to the Financial Statement which sets outrelated party disclosures.

14. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

There was no Subsidiary/Joint Ventures/Associate Companies during the FY 2018-2019.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Keyur Gandhi retires by rotation at theensuing Annual General Meeting and offers himself for reappointment.

During the year following Directors resigned and appointed in the Company.

1. Ms. Madhuri Mistry was appointed as the Company Secretary & Compliance officerof the Company w.e.f 29.06.2018

2. Ms. Resham Maniyar ceased to be Director of the Company w.e.f. 31.08.2018 due to herpre-occupied schedule.

3. Ms. Heena Parekh was appointed as an additional director of the company w.e.f31.08.2018 and shall be regularized in the ensuing annual general meeting of the Company.

* Mr. Daiv Kotia appointed as Whole Time Director of the company w.e.f. 30.05.2019

* Mr. Amit Kotia ceased to be a Non-Executive Director of the company w.e.f.30.05.2019.

* Mr. Keyur Gandhi the Non executive Director of the Company was also appointed asChairman w.e.f. 30.05.2019.

None of the Directors of the Company are disqualified under Section 164 of CompaniesAct 2013.

16. MEETINGS OF THE BOARD OF DIRECTORS:

The following Meetings of the Board of Directors were held during the Financial Year2018-19:

Sr. no. Date of Meeting of Board Board Strength No. of Directors Present
1 17/05/2018 5 5
2 07/06/2018 5 5
3 29/06/2018 5 4
4 02/07/2018 5 3
5 17/07/2018 5 4
6 21/08/2018 5 5
7 31/08/2018 5 3
8 14/11/2018 5 5
9 04/03/2019 5 3

During the Financial Year 2018-19 the Extra Ordinary General Meetings of the Companywas held on 22nd May 2018.

The compositions of the Board attendance at the Board meetings held during the FY 2018- 2019 under review and at the last Annual General Meeting number of directorship inother companies Memberships/Chairmanships of the Committees and their shareholding as onMarch 31 2019 in the Company are as follows:-

Name of Director

DIN

Category No. of Board Meetings held during the tenure No. of Board Meetings attended during the tenure Attendance in last AGM dated 08.08.2018 *No. of Director ships in other listed Companies

**Committee Position

Sharehold ing (Equity shares of FV of Rs. 10/-each)
Chairperson Member
Mr. Raj Kotia (MD and CFO)(ii) 06360347 P MD & ED 9 9 V NIL - - 1611132
Mr. Keyur Gandhi(iv) 03494183 NED 9 7 V 1 - 1 43880
Mr. Amit Kotia(iii) 07499192 NED 9 9 1 1 1 -
Mr. Harsh Mehta 08093048 NED-ID 9 7 NIL 1 2 -
Ms. Heena Parekh 08150364 NED-ID 2 1 - NIL 1 1 -
Ms. Resham Maniyar (i) 08093059 NED-ID 7 4 NIL - - --

(P- Promoter; NED - Non - Executive Director; ID - Independent Director; MD- ManagingDirector; ED - Executive Director)

Note:

i. Ms. Resham Maniyar ceased to be Director of the Company w.e.f. 31.08.2018 due to herpre-occupied schedule.

ii. Ms. Heena Parekh was appointed as an additional director of the companyw.e.f31.08.2018.

iii. Mr. Raj Kotia ceased be the member of Nomination and Remuneration Committee w.e.f.04.03.2019.

iv. Mr. Amit Kotia ceased to a Non-Executive Director of the Company w.e.f. 30.05.2019.

v. Mr. Keyur Gandhi the Non executive Director of the Company was also appointed asChairman w.e.f. 30.05.2019.

* Excludes Directorship in private limited companies foreign companies and companiesunder Section 8 of the Companies Act 2013.

** Audit Committee Nomination & Remuneration Committee & StakeholdersRelationship Committee in all Indian Public Limited Companies have been considered for theCommittee positions.

There is no inter- se relationship between the directors.

17. MEETING OF INDEPENDENT DIRECTORS

During the year under review the Independent Directors met once on November 14 2018inter alia to:

i. Evaluate the performance of non-independent directors and the Board as a whole;

ii. Evaluate the performance of chairperson of the Company taking into account theviews of the Executive and Non-Executive Directors of the Company; and

iii. Evaluate the quality quantity and timelines of flow of information between themanagement and the Board.

All Independent Directors were present at the meeting.

18. COMMITTEES OF THE BOARD

The company has constituted different Board level committees in accordance with therequirements of Companies Act 2013 and securities And Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. Currently the Board has threeCommittees: the Audit Committee the Nomination and Remuneration Committee andStakeholder's Relationship Committee. All three committees are appropriately constituted.

I. AUDIT COMMITTEE

Composition:

Audit committee of the Board of Directors ["the Audit Committee is entrusted withthe responsibility to supervise the Company's internal controls and financial reportingprocess. The composition quorum powers role and scope are in accordance with Section177 of the Companies Act 2013 and the provisions of Regulation 18 of Securities AndExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. All members of the Audit Committee are financially literate and bring in expertisein the fields of Finance Taxation Accounts etc. It functions in accordance with itsterms of reference that defines its authority responsibility and reporting function.

Meetings and Attendance Composition Chairperson and name of members as on March 312019.

During the Financial Year 2018-2019 the Audit Committee met twice i.e. on November 142018 and March 04 2019. The maximum gap between two meetings was not more than 120 days.Please note that the Company got listed on BSE SME platform on August 27 2018 and priorto listing Constitution of Audit Committee was not applicable to your Company as persection 177 of Companies Act 2013 read with rule 4 of the Companies (Appointment andQualification of Directors) Rules 2014. Accordingly only two meetings were held duringthe Financial Year 2018-19.

Name of the Members Category of Directorship Designation

Audit Committee Meeting (S)

Held Attended
Ms. Heena Parekh Non- Executive Independent Director Chairman 2 2
Mr. Harsh Mehta Non- Executive Independent Director Member 2 2
Mr. Amit Kotia Non- Executive Director Member 2 1

The Company Secretary acts as Secretary to the Committee.

Terms of Reference

The terms of reference of Audit Committee are wide enough covering the mattersspecified in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aswell as in Section 177 of the Companies Act 2013 which inter alia includes thefollowing:

a. oversee the Company's financial reporting process and disclosure of its financialinformation;

b. recommend appointment remuneration and terms of appointment of auditors of theCompany;

c. approve payment to statutory auditors for any other services rendered by them;

d. review with the management the annual financial statements before submission to theBoard for approval focusing particularly on:

1) matters to be included in Directors Responsibility Statements to be included inBoard's report ;

2) any changes in accounting policies and practices;

3) major accounting entries involving estimates based on the exercise of judgment bymanagement;

4) significant adjustments resulting from the audit findings;

5) compliance with listing and other legal requirements relating to financialstatement;

6) disclosure of related party transactions;

7) Qualification in draft audit report.

e. review with the management the quarterly financial statement before submission tothe board for their approval;

f. recommend appointment remuneration and terms of appointment of internal auditorstax auditors secretarial auditor and any matters of resignation or dismissal;

g. discuss with the statutory auditors before the audit commences the nature and scopeof the audit as well as post audit discussion to ascertain areas of concern;

h. review the internal audit program ensuring co-ordination between the internal andstatutory auditors ensuring that the internal audit function is adequately resourced andhas appropriate standing within the Company and to request internal auditor to undertakespecific audit projects having informed the management of their intentions;

i. consider the major findings of internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or failure of internal controlsystems of a material nature and reporting the matter to the Board;

j. consider any material breaches or exposure; breaches of regulatory requirements orof ethical codes of practice to which the Company subscribes or of any related codespolicies and procedures which could have a material effect on the financial position orcontingent liabilities of the Company;

k. discuss significant findings with internal auditors and initiate follow-up actionthereon;

l. look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

m. review performance of statutory and internal auditors and adequacy of internalcontrol systems;

n. approve transaction with related parties and subsequent modification to terms ofcontract/transaction;

o. scrutinize inter-corporate loans and investments;

p. valuation of any of the undertakings or assets as and when necessary ;

q. evaluate adequacy of internal financial control and risk management system;

r. review with management the statement of uses /application of funds raised throughan issue (public issue rights issue preferential issue etc.) the statement of fundsutilized for purposes other than those stated in the offer document/ prospectus/notice andthe report submitted by the monitoring agency monitoring the utilization of proceeds of apublic or rights issue and making recommendation to the Board for taking steps inrelation thereto;

s. approve appointment of CFO (i.e. the Whole time Finance Director or any other personheading the finance function or discharging that function) after assessing thequalification experience and background of the candidate;

t. review functioning of the Whistle Blower Policy;

u. Carry out any other functions as may be falling within the terms of reference of theAudit Committee or as may be delegated to the Committee from time to time.

II. NOMINATION & REMUNERATION COMMITTEE:

COMPOSITION

The Nomination and Remuneration Committee is constituted in compliance with therequirements of Regulation 19 of Securities And Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and Section 178 of theCompanies Act 2013 read with Rule 6 of the Companies (Meetings of the Board and itsPowers) Rules 2014.

Meetings and Attendance Composition Chairperson and name of members as on March 312019.

During the Financial Year 2018-2019 the Nomination and Remuneration Committee mettwice i.e. on November 14 2018 and on March 04 2019. Please note that the Company gotlisted on BSE SME platform on August 27 2018 and prior to listing Constitution ofNomination and Remuneration Committee was not applicable to your Company as per Section178 of the Companies Act 2013 read with rule 4 of the Companies (Appointment andQualification of Director's) rules 2014.

Name of the Members Category of Directorship Designation

Nomination and Remuneration Committee Meeting (S)

Held Attended
Mr. Harsh Mehta Non- Executive Independent Director Chairman 2 2
Ms. Heena Parekh Non- Executive Independent Director Member 2 1
Mr. Raj Kotia* Managing Director and Executive Director Member 2 0
Mr. Keyur Gandhi Non- Executive Director Member 2 2

* Mr. Raj Kotia ceased be the member of Nomination and Remuneration Committee w.e.f.04.03.2019

The Board terms of reference and functions of the Nomination and Remuneration Committeeare as follows:

i. review & recommend to the Board on the structure and composition of the Board ofDirectors of the Company;

ii. formulation of the criteria for determining qualification positive attributes andindependence of a director and recommend t o the Board of directors a policy relating toremuneration of directors key managerial personnel and other employees of the Company;

iii. formulation of the criteria for evaluation of performance of independent directorsand the board of directors;

iv. devising a policy on diversity of Board of directors;

v. formulate appropriate policies institute processes which enable the identificationof individuals who are qualified to become Directors and who may be appointed in SeniorManagement and recommend the same to the Board;

vi. review and implement succession and development plans for Managing DirectorExecutive Directors and Senior Management.

vii. to supervise and monitor the process of issuance/grant/vesting/cancellation ofESOPs and such other instruments as may be decided to be granted to the employees of theCompany/ Subsidiary Company from time to time as per the provisions of the applicablelaws more particularly in terms of Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014.

Details of Remuneration to all Directors

The details of remuneration paid to the Directors for the year ended March 31 2019 areas under:

Name Designation Salary Perquisites Sitting Fees Total
Mr. Raj Kotia Managing Director & CFO 598800 - 6 000 604800
Mr. Amit Kotia Non-Executive Director - - 11000 11000
Mr. Keyur Gandhi Non-Executive Director - - 9000 9000
Mr. Harsh Mehta Independent Director - - 11000 11000
Ms. Resham Maniyar Independent Director - - 4000 4000
Ms. Heena Parekh Independent Director - - 4000 4000

Disclosure pursuant to Part-ll Section-ll 3rd Provision Point No-lV of Schedule-Vunder Section 196 and 197 of all the Directors

• All elements of remuneration package such as salary benefits bonuses stockoptions pension etc of all the Directors- As stated above

• Details of fixed component and performance linked incentives along withperformance criteria- Nil

• Service Contracts notice period severance fees-Not Applicable

• Stock options details if any and whether the same has been issued at a discountas well as the period over which accrued and over which exercisable- Not Applicable

Performance Evaluation of Board its Committees and Directors

Pursuant to the provisions of the Companies Act 2013 and Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors has carried out an annual evaluation of its own performance and that of itsCommittees ad Individual Directors.

The performance of the Board and Individual Directors was evaluated by the Boardseeking inputs from all the Directors. The performance of the Committees was evaluated bythe Board seeking inputs from the Committee members. The Nomination and RemunerationCommittee reviewed the performance of the Individual Directors.

A separate meeting of Independent Directors was also held to review the performance ofthe Board Non-Independent Directors and Chairman of the Company taking into account theviews of Executive Directors and Non-Executive Directors.

The criteria for performance evaluation of the Board include aspects like Boardcomposition and structure effectiveness of Board processes information and functioningetc. The criteria for performance evaluation of committees of the Board include aspectslike composition of committees effectiveness of committee meetings etc. The criteria forperformance evaluation of the Individual Directors include aspects like contribution tothe Board and Committee Meetings professional conduct roles and functions etc. Inaddition the performance of Chairman is also evaluated on the key aspects of his rolesand responsibilities.

III. STAKEHOLDERS RELATIONSHIP (‘SR') COMMITTEE:

COMPOSITION:

The composition of the Stakeholders Relationship Committee is in compliance with theprovisions of Section 178 of the Companies Act 2013 and Regulation 20 of Securities AndExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

Meetings and Attendance Composition Chairperson and name of members as on March 312019.

During the Financial Year 2018-2019 the Stakeholders Relationship Committee met oncei.e. on March 04 2019. Please note that the Company got listed on BSE SME platform onAugust 27 2018 and prior to listing Constitution of Stakeholders Relationship Committeewas not applicable to your Company as per Section 178 of the Companies Act 2013.

Name of the Members Category of Directorship Designation

Stakeholders Relationship Committee Meeting (S)

Held Attended
Mr. Amit Kotia Non-Executive Director Chairman 1 1
Mr. Harsh Mehta Non Executive Director and Independent Director Member 1 1

Stakeholders Relationship Committee ensures quick redressal of security holder andinvestor's complaints/grievances pertaining to transfers no receipt of annual reportsdividend payments issue of duplicate certificates transmission of securities and othermiscellaneous complaints;

In addition the Committee also monitors other issues including status ofDematerialization/ Rematerialisation of shares issued by the Company. Oversee theperformance and service standards of the Registrar and Share Transfer Agent andrecommends measures to improve level of investor services. The Company is in compliancewith the SCORES which has initiated by SEBI for processing the investor complaints in acentralized web based redress system and online redressal of all the shareholderscomplaints.

Name and designation of Compliance Officer:

Ms. Madhuri Mistry the Company Secretary & Compliance Officer appointed w.e.f.June 29 2018 for complying with the requirements of Securities Laws and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

During the year under review no complaint was received. There were no instruments fortransfer pending as on March 31 2019.

19. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive no-nexecutive andindependent directors to maintain the indepe ndence of the Board and separate itsfunctions of governance and management. As on 31st March 2019 the Board consists of 5Members 1 of whom is an Executive Director and 2 of whom are Nolaxecutive Director and 2of whom are Independent Directors. The Board periodic ally evaluates the need for changein its composition and size.

The Policy of the Company on Director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of director andother matters provided under Section 178(3) of the Companies Act 2013 adopted by theBoard can be viewed on our website viz www.sungoldmediaent.com. We affirm that theremuneration paid to the director is as per the terms laid out in the said policy.

20. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Board has adopted a Whistle Blower Policy to maintain highest standards ofprofessionalism honesty integrity ethical behaviour and to provide a vigil mechanismfor Directors/Employees to voice concern in a responsible and effective manner regardingunethical matters involving serious malpractice abuse or wrongdoing within theorganization. The Company affirms that during the year no personnel have been deniedaccess to the Audit Committee.

The Whistle Blower Policy is available on the website of the Company vizwww.sungoldmediaent.com.

21. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company as an organization is committed to provide a healthy environment to allemployees and thus does not tolerate any discrimination and/or harassment in any form. TheCompany has in place Prevention of Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at work place (Prevention Prohibition and Redressal)Act 2013. This Policy is available on the website of the Company vizwww.sungoldmediaent.com.

No complaints were received during the financial year 2018-2019.

22. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANEGERIAL PERSONNEL ANDEMPLOYEES:

A statement containing the details of the Remuneration of Directors Key Managerialpersonnel (KMPJ and Employees as required under Section 197(12) of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed herewith as [Annexure-II] to this Report.

The Company have no employee working throughout the Financial year drawing aremuneration more than as per terms of the provisions of Section 197(12) of the CompaniesAct' 2013 read with Rules 5(2) and 5[3] of the Companies [Appointment and Remuneration ofManagerial Personnel) Rules 2014.

23. CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform is exempted fromprovisions of corporate governance as per Regulation 15 of Securities and Exchange Boardof lndia (Listing Obligations and Disclosure Requirements] Regulations 2015 Hence nocorporate governance report is disclosed in this Annual Report. It is pertinent to mentionthat the Company follows majority of the provisions of the Corporate Governancevoluntarily.

24. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company asrequired under Securities and Exchange Board of lndia {Listing Obligations and DisclosureRequirements) Regulation's 2015 is annexed herewith as a separate part to this Report.

25. BOARD EVALUATION:

The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors. The Nomination and RemunerationCommittee of the Board is entrusted with the responsibility in respect of the same. TheCommittee studies the practices prevalent in the industry and advises the Board withrespect to evaluation of Board members. On the basis of the recommendations of theCommittee the Board carries an evaluation of its own performance and that of itsCommittees and individual Directors.

26. RISK AND MITIGATING STEPS

The Company has identified various risks faced by the Company from different areasAppropriate Structures are present so that risks are inherently monitored and controlledinter alia through strict quality assurance measures.

The Company has adequate internal control system and procedures to combat risks. Therisk management procedure is reviewed by the Audit Committee and Board of Directors onregular basis as and when required.

27. DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanationobtained by them your Directors make the following statements in terms of Section 134(5)of the Act.

a) That in the preparation of the annual financial statements the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;

b) That such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgments have been made that are reasonableand prudent so as to give a true and fair view of the state of affairs of the company asat 31st March 2019 and of the profit or loss of the Company for the FY ended on thatdate;

c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) That the annual Financial Statements have been prepared on a going concern basis;

e) That system to ensure compliance with the provisions of all applicable laws and thatsuch system were adequate and operating effectively.

28. AUDITORS AND AUDIT REPORT:

M/s Bhatter & Company (FRN: 131092W) Chartered Accountant Mumbai appointed forthe term of four years from this i.e 23rd Annual General Meeting of the Companytill the Conclusion of 27th AGM of the Company.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

29. SECRETARIAL AUDITOR:

In terms of section 204 of Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company had appointed Mr. SuhasGanpule Practising Company Secretary (Certificate of Practice No. 5722) as theSecretarial Auditor.

The Secretarial Audit Report for the Financial Year ended March 31 2019 is annexedherewith as Annexure-III to this report.

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

(A) Conservation of energy and technology absorption.

The Provisions of Section 134(m) of the Act relating to conservation of energy andtechnology absorption do not apply to this company as the Company has not carried out anymanufacturing activities

(B) Foreign Exchange Earnings And Outgo:

There was no foreign exchange outgoing for the year ended as on March 31 2019.

31. STATEMENT ON MATERIAL SUBSIDIARY:

The Company currently does not have any Material Subsidiary. The Policy onIdentification of Material Subsidiaries can be viewed on our website:www.sungoldmediaent.com

32. INSIDER TRADING:

In compliance with the SEBI (Prohibition of Insider Trading) Regulations 2015 yourCompany has constituted a comprehensive Code titled as "Code of Conduct for InternalProcedures and to Regulate Monitor and Report Trading by Insiders" which lays downguide lines and advises the Directors and Employees of the Company on procedures to befollowed and disclosures to be made while dealing in securities of the Company. The saidpolicy can be viewed on our website: www.sungoldmediaent.com

33. CHANGE IN SITUATION OF THE REGISTERED OFFICE OF THE COMPANY:

During the year under review there was no change in the registered office of theCompany.

34. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their appreciation for the supportextended by the bankers business associates clients consultants advisorsshareholders investors and the employees of the Company for their continued co-operationand support.

The Board of Directors would also like to place on record their sincere appreciationfor the co-operation received from the statutory and/or regulatory bodies.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Rajpipla
Date: May 30 2019 KEYUR GANDHI RAJ KOTIA
DIRECTOR MANAGING DIRECTOR & CFO
DIN: 03494183 DIN:0636034