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Sungold Media & Entertainment Ltd.

BSE: 541799 Sector: Others
NSE: N.A. ISIN Code: INE266S01011
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P/E 625.00
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OPEN 12.50
CLOSE 12.50
VOLUME 10000
52-Week high 12.50
52-Week low 5.04
P/E 625.00
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Sungold Media & Entertainment Ltd. (SUNGOLDMEDIA) - Director Report

Company director report

SUNGOLD MEDIA AND ENTERTAINMENT LIMITED

(CIN: L22100GJ1995PLC024944)

13 Radhakrushna Mandir Compound Village-Rajpipla Nandod

Narmada- 393145

To

The Members

The Directors present the 26th Annual Report on the business and operationsof the Company along with the audited statements of accounts for the Financial Year endedMarch 31 2021.

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

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

Particulars For the year ended March 31 2021 F or the year ended March 31 2020
Revenue from operation 65.20 66.82
Other Income 0.14 0.23
Total Revenue 65.34 67.05
Total Expense 64.09 65.85
Gross Profit before depreciation and tax 4.69 6.00
Depreciation 3.44 4.81
Net Profit before tax 1.25 1.19
Tax Expense 0.32 0.31
Net Profit After T ax 0.93 0.88
Balance of Profit brought forward 25.43 24.54
Balance available for appropriation 0.93 0.88
Proposed Dividend on Equity Shares Nil Nil
Tax on proposed Dividend Nil Nil
Transfer to General Reserve Nil Nil
Surplus carried to Balance Sheet 26.36 25.42
Earning Per Shares (EPS]
Basic 0.02 0.02
Diluted 0.02 0.02

2. OPERATING PERFORMANCE

During the year under review the Company has generated total revenue of Rs 65.34 Lakhsas compared to 67.05 Lakhs of the previous financial year. The Company achieved net profitof Rs 0.93 Lakhs as compared to Rs 0.88 Lakhs in previous financial year. The directorsare continuously looking for new avenues for future growth of the Company.

3. IMPACT OF COVID - 19

The outbreak of deadly COVID-19 virus and the ensuing lockdown imposed across thecountry affected business operations. The physical and emotional wellbeing of theemployees continues to become a priority for the Company.COVID-19 is an unprecedentedchallenge. The lockdown gave India time to make a concerted effort to flatten the outbreakcurve. However towards later part of the year consequent to significant opening of theeconomic activity across the nation the demand picked up compared to that during theinitial period of Covid-19.During such challenges also the Company's profitabilityincreased and the Directors of Company are continuously looking for more avenues infuture.

4. ANNUAL RETURN:

As required pursuant to section 92(3] read with Section 134 (3) (a) of the CompaniesAct 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014 theannual return as on March 31 2021 is available on the Company's websiteon:www.sungoldmediaent.com

5. DIVIDEND:

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

6. 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.

7. AMOUNT TRANSFER TO RESERVE:

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

8. SHARE CAPITAL:

Subsequent to the aforesaid the Authorized share capital of your company stands at Rs50000000/- 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 into5000000 Equity Shares of Rs 10/-each fully paid-up.

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:

All contracts/arrangements/transactions entered by the Company during the FY 2020-2021with related parties were in the ordinary course of business and on an arm's length basis.During the year under review the Company has 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 2020-2021.

15. PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration in excess of limits prescribed under section197 of the Companies Act 2013 read with Rule 5(2) & (3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.

16. 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.

There is no change in the Directors of the Company during the Financial Year 2020-2021.

• None of the other Directors of the Company are disqualified under Section 164 ofCompanies Act 2013.

Ms Madhuri Mistry (Mem No : A37347) Company Secretary and Compliance officer of theCompany resigned on 04.05.2021. And Ms Janvi Shirawala (Mem No : A65093) is appointed asCompany Secretary and Compliance officer of the Company w.e.f 04.05.2021.

17. MEETINGS OF THE BOARD OF DIRECTORS:

The following Meetings of the Board of Directors were held during the Financial Year2020-2021:

Sr. no. Date of Meeting of Board Board Strength No. of Directors Present
1 23.06.2020 4 4
2 01.09.2020 4 4
3 22.10.2020 4 4
4 28.01.2021 4 3

During the Financial Year 2020-2021 No Extra Ordinary General Meetings of the Companywas held.

The compositions of the Board attendance at the Board meetings held during the FY2020-2021 under review and at the last Annual General Meeting number of directorships inother companies Memberships/Chairmanships of the Committees and their shareholding as onMarch 31 2021 in the Company are as follows: -

Name of Director DIN Catego ry No. of Board Meeti ngs held during the tenure No. of Board Meetings attended during the tenure Attendanc e in last AGM dated 28.09.202 0 *No. of Director ships in other listed Companies

**Committee Position

Sharehold ing (Equity shares of FV of Rs. 10/-each)
Chair perso n Membe r
Mr. Raj Kotia 06360347 P MD & ED 04 04 V NIL - 2 1751132
Mr. Keyur Gandhi 03494183 NED 04 04 V 1 1 1 43880
Mrs. Amruta Giradkar 08698062 NED-ID 04 03 V NIL 1 1 -
Ms. Aasthi Singh 08709814 NED-ID 04 04 V NIL 1 2 -

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

* 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 (including this listedentity) have been considered for the Committee positions.

Note;

There is no inter- se relationship between the directors.

18. MEETING OF INDEPENDENT DIRECTORS

During the year under review the Independent Directors met once on December 29 2020inter 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.

19. 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: Audit Committee Nomination and Remuneration Committee and Stakeholder'sRelationship 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 312021.

During the Financial Year 2020-2021 the Audit Committee met Four times i.e. on June232020; October 22 2020;December 29 2020and March 25 2021. The maximum gap between twomeetings was not more than 120 days. Accordingly only four meetings were held during theFinancial Year 2020-21. (Reference circular to be attached for gap more than 120 daysallowed)

Name of the Members Category of Directorship Designation

Audit Committee Meeting (S)

Held Attended
Ms. Amruta Giradkar Non- Executive Independent Director Chairman 04 04
Ms.Aasthi Singh Non- Executive Independent Director Member 04 04
Mr. Raj Kotia Executive Director Member 04 04

Note:

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 as well as in Section 177 ofthe Companies

Act 2013 which inter alia includes the following:

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 judgement 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 half yearly 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 2015and Section 178 of the CompaniesAct 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules2014.

Meetings and Attendance Composition Chairperson and name of members as on March 312021.

During the Financial Year 2020-2021 the Nomination and Remuneration Committee mettwicei.e. on June 23 2020 and on January 28 2021.

Name of the Members Category of Directorship Designation

Nomination and Remuneration Committee Meeting (S]

Held Attended
Ms. Aasthi Singh Non- Executive Independent Director Chairman 02 02
Ms. Amruta Giradkar Non- Executive Independent Director Member 02 02
Mr. Keyur Gandhi Non-Executive Director Member 02 02

Note:

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 to 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 2021 areas under:

Name Designation Salary Perquisites Sitting Fees Total
Mr. Raj Kotia Chairman &Managing Director 957600 - - 957600
Mr. Keyur Gandhi Non-Executive Director - - 6000 6000
Mrs. Amruta Giradkar Independent Director - - 10000 10000
Ms. Aasthi Singh Independent Director - - 12000 12000

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 NonIndependent 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 ( SRC ) 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 312021.

During the Financial Year 2020-2021 the Stakeholders Relationship Committee met oncei.e. on j une 23 2020.

Name of the Members Category of Directorship Designation

Stakeholders Relationship Committee Meeting (S)

Held Attended
Mr. Keyur Gandhi Non- Executive Director Chairman 01 01
Ms. Aasthi Singh Non-Executive Independent Director Member 01 01
Mr. Raj Kotia Executive Director Member 01 01

Note:

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 is complying withthe requirements of Securities Laws and SEBI (Listing Obligations and DisclosureRequirements] Regulations 2015.

During the year under review no complaint was received. There were no instruments fortransfer pending as on March 31 2021.

Ms. Madhuri Mistry was the Company Secretary and Compliance officer of the Company uptoMay 04 2021.However Ms. Janvi Shirawala was appointed as Company Secretary and ComplianceOfficer

w.e.f. May 04 2021 for complying with the requirements of Securities Law and SEBI(Listing Obligation and Disclosure Requirements] Regulations 2015 for current year.

20. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As on 31st March 2021 the Board consists of 4Members 1 of whom is an Executive Director and 1 of whom is a Non-Executive Director and2 of whom are Independent Directors. The Board periodically 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.

21. 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.

22. 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 2020-2021.

23. 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.

24. 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.

25. MANAGEMENT DISCUSSION AND ANALYSIS

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

26. 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.

27. 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.

28. 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 2021 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.

29. AUDITORS AND AUDIT REPORT:

M/s Bhatter & Company (FRN: 131092W) Chartered Accountant Mumbai appointed forthe term of five years from 23rd Annual General Meeting of the Company till theConclusion 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.

30. SECRETARIAL AUDITOR:

In terms of section 204 of Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 M/s S.G & Associates PracticingCompany Secretaries Mumbai (Membership No. 12122 Certificate of Practice No. 5722)resigned as a Secretarial auditor of the Company for the Financial year 2020-2021.Andhence Mrs. Pooja Gandhi Practicing Company Secretary (Membership No. 22838 Certificateof Practice No. 20135) is appointed as the Secretarial Auditor of the Company.

The Secretarial Audit Report for the Financial Year ended March 31 2021 is annexedherewith as Annexure- III to this report.

31. 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 2021.

32. 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

33. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards with regard to Meeting ofBoard of Directors (SS-1) and General Meetings (SS-2)as well as the Report on Board ofDirectors(SS-4) issued by The Institute of Company Secretaries of India have been dulyfollowed by the Company.

34. DISCLOSURE ABOUT COST AUDIT:

Maintenance of Cost Records and requirement of Cost audit as prescribed underprovisions of Section 148(1) of the Act are not applicable for business activitiescarried out by the Company

35. 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 downguidelines and advises the Directors and Employees of the Company on procedures to befollowed and disclosures to be made while dealing insecurities of the Company. The saidpolicy can be viewed on our website: www.sungoldmediaent.com

36. 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.

37. 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 of the Company

Sd/-

Raj Kotia

Chairman & Managing Director

Din: 06360347

Date: 16.07.2021

Place: Rajpipla

.