SAB Events & Governance Now Media Ltd Directors Report.

BOARDS REPORT

To

The Members,

SAB Events & Governance

Now Media Limited

The Board of Directors of your Company hereby presents the 5th Annual Report on the Business and operations of your Company along with the Audited Financial Statements for the Financial Year ended on 31st March, 2018.

FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Particulars For the Year ended 31st March, 2018 For the Year ended 31st March, 2017
Total Revenue 251.84 745.17
Profit/(Loss) before finance charges,Depreciation & Tax (389.66) 111.27
Less: Finance Charges 1.46 1.42
Profit/(Loss) before Depreciation & Tax (EBDTA) (391.12) 109.85
Less: Depreciation 84.69 90.03
Profit/(Loss) before tax adjustment (EBTA) (475.81) 19.82
Tax Expenses - -
Profit/(Loss) after Tax (475.81) 19.82
Other Comprehensive Income 2.41 (6.58)
Total Comprehensive Income for the period (473.40) 13.24
Earning Per Share (Basic and Diluted) (4.54) 0.19

The Good and Service Tax (GST) has been implemented with effect from 1st July, 2017. As per Indian Accounting Standard (IND AS) 18, the revenue for the year 31st March, 2018 is reported net of GST.

Company has adopted Indian Accounting Standards (IND AS) which is applicable to the Company w.e.f. 1st April , 2017. As per the SEBI Circular CIR/CFD/FAC/62/2016 dated 05th July, 2016 the Company has also provided IND AS Compliant Financial Results for the year ended 31st March, 2017.

The comments of the Board of Directors ("the Board") on the financial performance of the Company along with state of Company affairs have been provided under the Management Discussion and Analysis which forms part of the 5th Annual Report.

The previous year figures have been re-grouped/re-arranged/re-classified/reworked wherever necessary to confirm the current year accounting treatment.

REVIEW OF OPERATIONS:

During the year under review, your Company has earned a total revenue of Rs. 251.84 Lakhs as against Rs. 745.24 Lakhs in previous year. The loss before tax is Rs. 475.81 Lakhs as against Profit before tax Rs. 19.82 Lakhs in the previous financial year. The loss after tax is Rs. 475.81 as against Profit after Tax Rs. 19.82 Lakhs in the previous year. Yours Directors expects better performance in the coming years.

DIVIDEND:

In view of losses, your Directors do not recommend any payment of dividend for the year ended 31st March, 2018.

SHARE CAPITAL:

There was no change in Share Capital of the Company during the year 2017-18.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business during the financial year under review.

PUBLIC DEPOSIT:

During the year under review the Company has not accepted any deposits from public/members within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance and Deposits) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Rules made thereunder and the Articles of Association of the Company, Mr. Markand Adhikari (DIN: 00032016), Director of the Company, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. Accordingly, your Board recommends his re-appointment as Director of the Company, for the approval of members.

Mr. Umakanth Bhyravajoshyulu and Dr. Ganesh R Raut as recommended by Nomination & Remuneration Committee were appointed as an Additional (Independent) Directors of the Company for a period of 5 (Five) consecutive years w.e.f. 17th January, 2018, subject to approval of members at the ensuing Annual General Meeting (AGM) who shall not be liable to retire by rotation. Your Board recommends their appointments as the Independent Directors of the Company.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16 of the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 (Listing Regulations).

The Company has received Notices from the respective Directors as per the provisions under Section 160 of the Act, proposing their candidature for the office of Director(s) of the Company.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Regulation 36(3) of Listing Regulations and Secretarial Standards on General Meeting - 2 (SS-2) issued by the Institute of Company Secretaries of India (ICSI) are given in the Notice of 5th AGM of the Company dated 13th August, 2018.

Mr. Rakesh Jain and Mrs. Sandhya Malhotra, Independent Directors of the Company has resigned from the directorship w.e.f. closing hours of 07th November, 2017 and 29th November, 2017 respectively. The Board places on record its appreciation towards valuable contribution made by both during their tenure in the Company.

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD:

In terms of applicable provisions of the Companies Act, 2013 ("the Act") read with Schedule IV to the Act and Regulation 17 of the Listing Regulations, the performance evaluation of the Independent Directors shall be done by the entire Board of Directors annually, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.

Accordingly, the performance evaluation of Independent Directors was done by the entire Board excluding the Director being evaluated and evaluation of the Board (including Chairman) as a whole was done by the Independent Directors for the financial year 2017-18. The Board has also carried out the evaluation of the working of its Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee. The criteria devised for performance evaluation consists of maintaining confidentiality, maintaining transparency, participation in company meetings, monitoring compliances, sharing the knowledge and experience for the benefit of the Company.

MEETING OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Companies/ business policy and strategies apart from other Board businesses.

During the year under review, the Board of Directors met 7 (Seven) times, the details of which are given in the Report on Corporate Governance forming part of this Annual Report. The intervening gap between two consecutive meetings was within the period prescribed under Secretarial Standards on Meeting of Board of Directors (SS-1) issued by ICSI and the Companies Act, 2013.

COMMITTEES OF THE BOARD:

The Company has constituted the Committees in accordance with the provision of the Companies Act, 2013 and as per the Listing Regulations . Currently, there are 3 (Three) Committees of the Board viz:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee.

During the year under review, twice the committees were reconstituted on 8th November, 2017 and 17th January, 2018.

The composition of the Committees as on 31st March, 2018 is detailed below:

Name of Director Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee
1 Dr. Ganesh P. Raut Chairperson Member -
2 Mr. Shailendra Mishra Member Chairperson Chairperson
3 Mr. Markand Adhikari Member Member Member
4 Mr. Kailasnath Adhikari - - Member
5. Mr. Umakanth Bhyravajoshyulu Member - -

Details of the Committees constitutions, their terms of reference, meetings and attendance at the meetings held during the year, are provided in the Report on Corporate Governance, forming part of this Annual Report.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The composition of the Audit Committee is provided in the Report on Corporate Governance forming part of this Annual Report.

All the recommendations made by the Audit Committee were accepted and approved by the Board.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Companys internal control and financial reporting process.

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act, 2013 read with the Rules made thereunder and Regulation 19 of the Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a Policy on "Criteria for appointment of Directors and Key Managerial Personnel, Senior Management and their remuneration". The salient features of Remuneration Policy are stated in the Report on Corporate Governance forming part of this Annual Report.

RISK AND AREAS OF CONCERN:

The Company has devised and adopted a Risk Management Policy and has implemented a mechanism for risk assessment and management. The policy provides for identification of the possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of the risks covered in the policy are Strategic Risks, Financial Risks, Operational Risks and such other risks that may potentially affect the working of the Company. The Board and Audit Committee periodically reviews the risks and recommend steps to be taken to control and mitigate the same through a properly defined framework.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy / Vigil Mechanism as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Policy provides a mechanism for reporting of unethical behavior and frauds to the management. The mechanism provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The details of the Whistle Blower Policy / Vigil Mechanism are explained in the Report on Corporate Governance and are also available on the website of the Company, at http://www.governancenow.com/disclsoure/Whistle%20Blower%20Policy_%20Done.pdf

We affirm that during the financial year 2017-18, no employee or director or any other person was denied access to the Audit Committee.

EXTRACT OF ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Companies Act, 2013 and the Rules framed thereunder, the Extract of Annual Return in the prescribed Form MGT 9 is appended to this Report as "Annexure I".

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees and Investments made by the Company under the provisions of Section 186 of the Companies Act, 2013 has been disclosed in the notes to the Financial Statements forming part of this Annual Report.

PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Pursuant to the provisions of Section 197 of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of the ratio of remuneration of each Director to the median employees remuneration are appended to this report as "Annexure II - Part A".

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Other information as required under the said provisions is appended to this report as "Annexure II - Part B".

PARTICULARS OF CONTRACTS OR ARRANGEMENTS:

All the transactions with related parties were in the ordinary course of the business and on arms length basis and the transactions, if any are reported in the Notes to the Financial Statements. During the financial year under review, the Company did not enter into any material transactions with related parties. Accordingly, the disclosure of transactions with Related Parties as required under section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has formulated the Related Party Transactions Policy and the same is uploaded on the Companys website at http://www.governancenow.com/disclsoure/RPT Policv.pdf .

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

As on 31st March, 2018, the Company does not have any Subsidiary, Associate or Joint Venture Company and hence preparation of Consolidated Financial Statements and statement containing salient features of subsidiary in Form AOC -1 as per the provisions of Section 129 of the Companies Act, 2013 is not applicable to the Company.

STATUTORY AUDITORS:

M/s. A.R. Sodha & Co., Chartered Accountants, Mumbai, (FRN: 110324W) were appointed as Statutory Auditors of the Company at the 1st Annual General Meeting (AGM) held on 24th September, 2014 for a term of 5 (Five) consecutive years, subject to ratification of the Auditors by the members at every AGM held after his appointment.

The Company has received a letter from the statutory auditors to the effect that they are willing to continue as Statutory Auditors of the Company. The Company has also received a certificate from them to the effect that their appointment is in compliance with the conditions as prescribed under Section 139 of the Companies Act, 2013 and they satisfy the criteria as provided under Section 141 of the said Act.

As such on recommendation of the Audit Committee, the Board recommends the ratification of appointment of M/s. A.R. Sodha & Co., Chartered Accountants, Mumbai, as Statutory Auditors of the Company to hold office from the conclusion of 5th AGM upto the conclusion of 6th AGM, to audit the Financial Statements of the Company and to fix their remuneration for F.Y. 2018-19.

SABGROUP Media Ltd

There are no qualifications, reservations, adverse remarks or disclaimers made by Statutory Auditors in their Report dated 30th May, 2018, on the financial statements of the Company for the financial year ended as on 31st March, 2018.

During the year under review, the Statutory Auditors had not reported any fraud under Section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board in its meeting held on 13th February, 2018, had appointed M/s. Pankaj Nigam & Associates, Company Secretaries in as the Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year 2017-18. The Secretarial Audit Report for the said Financial Year under review is appended to this report as

During under the year under review, following were the qualifications of the Secretarial Auditors of the Company alongwith the Management reply of the Company:

1. During the year under review, the Women (Independent) Director of the Company had resigned w,e.f, close of working hours of 29th November, 2017. Accordingly, the Board of Directors does not have a Women Director which is mandatory under the provisions of Section 149 of the Act and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from 30th November 2017.

Management Reply: The Company is in the process of appointing a suitable candidate to fill the said vacancy.

2 The Internal Auditors of the company have resigned with effect from 8th November 2017 and the company is yet to fill the

Management Reply: The Company is in the process of appointing a suitable candidate to fill the said vacancy. INTERNAL AUDITOR:

Mr. Hari Narayanan, Internal Auditor of the Company resigned w.e.f. 8th November, 2017. Mr. Hari Naryanan has submitted his report for the quarter ended June 2017 and September 2017, based on the report of internal audit, management has undertaken corrective actions in the respective areas and strengthened the levels of Internal Financial and other operational controls. Accordingly, the Company is in the process of identifying and appointing a new Internal Auditor for the Company.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the Internal Financial Control Systems and strives to maintain the Standards of Internal Financial Control. The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms part of this Annual Report.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to the Regulation 34 read with Schedule V of the Listing Regulations following have been made a part of the Annual Report and are attached to this report:

• Management Discussion and Analysis;

• Report on Corporate Governance;

• Declaration on Compliance with Code of Conduct;

• Auditors Certificate regarding compliance of conditions of Corporate Governance.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have any bearing on Companys operations in future.

Annexure III".

said vacancy;

CORPORATE SOCIAL RESPONSIBILITY :

The provisions of Section 135 of the Companies Act, 2013 on Corporate Social Responsibility are not applicable to the Company.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year 2017-18 to which this financial statements relate and the date of this report.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a Policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint received by committee on sexual harassment during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to the Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil.

B. Technology Absorption

a. The efforts made towards technology absorption - the technology required for the business has been absorbed as and when required.

b. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

d. The expenditure incurred on Research and Development - Not Applicable.

C. Foreign Exchange Earnings and Outgo - Nil.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, your directors state and confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company has complied with all the applicable provisions of the same during the year under review.

ACKNOWLEDGEMENT:

The Board of Directors expresses their gratitude for the valuable support and co-operation extended by various Government authorities and stakeholders including shareholders, banks, financial Institutions, viewers, vendors and service providers.

The Board also places on record their deep appreciation towards the dedication and commitment of your Companys employees at all levels and look forward to their continued support in the future as well.

For and on behalf of the Board of Directors

Markand Adhikari

Chairman

DIN: 00032016

Place: Mumbai

Date: 13th August, 2018