Sagar Productions Ltd Directors Report.

The Members,

SAGAR PRODUCTIONS LIMITED

Your Directors are pleased to present their 41st Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2020 and the Auditors Report thereon.

1. Business Performance

(Rs. In Lacs)

YEAR ENDED YEAR ENDED
PARTICULARS 31.03.2020 31.03.2019
Revenue from operations 581.00 845.00
Other income - -
Gross Income 581.00 845.00
Total Expenses 498.75 762.37
Net Profit Before Tax 82.25 82.63
Provision for Tax - -
Net Profit After Tax 82.25 72.96

2. Operations and Future Plans

Financial Year 2019-20 has been a challenging year with weakening macro-economic conditions, slowing market growths and finally, COVID-19 outbreak and containment measures towards the end of the year. Against this challenging backdrop, we have delivered competitive and profitable growth. We have grown competitively overall in the segments in which we operate, in financial year 2019-20.

During the year under review the Companys Turnover has decreased from Rs. 845 Lakhs to Rs. 581 Lakhs. However, profit for the year was increased from Rs. 72.96 Lakhs to Rs. 82.25 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.

At present your Company is doing its existing line business to the optimum use of its resources and is taking the effort to improve its Earning per Share (EPS) and management has no plan of venturing into any new business.

Impact of Covid-19

During the last quarter of the year under review the incidence of Covid-19 developed into a global pandemic. The directors have assessed the impact of Covid-19 on the business at the balance sheet date and there are significant adverse impact in business revenue and changes as of the balance sheet date. The company continues to provide the services to its customers, although some parts of the business have been disrupted due to the current lockdown conditions in most part of the country. Due to the worldwide uncertainty caused by Covid-19, and its potential to impact the company, the company has put in place mitigation plans to minimize the adverse impact on both revenue and profitability. There are no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

3. Dividend

Your Board has recommended a dividend of Re. 0.02 (2%) per share on 4,01,42,125 Equity shares for the financial year ended 31st March, 2020. The dividend, if declared, by the Members at the forthcoming Annual General Meeting (AGM) shall be paid to the eligible Members of the Company.

4. Share Capital

The Issued, Subscribed & Paid up Capital of the Company as on March 31, 2020 stands at Rs. 4,01,42,125/- divided into 4,01,42,125 Equity Shares of Re. 1/- each. During the period under review, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity.

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

5. Transfer to Reserve

The Board does not propose to make transfer to reserves for the year 2019-20 and instead intends to retain the net profit in the Profit & Loss Account for the year ended 31st March, 2020.

6. Directors and Key Managerial Personnel

• In terms of the provision of section 152 of the Companies Act, 2013 and of Articles of Association of the Company, Mr. Sunil Kumar (DIN: 08324531), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re- appointment.

• All Independent Directors have furnished to the Company a declaration under Section 149(7) of the Companies Act, 2013 stating that they meet criteria of Independence as provided under section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations.

• Ms. Punam Arora (DIN: 08891979) has been appointed as an additional Director in the category of Non- Executive Independent Director of the Company with effect from 24th September, 2020.

• Mrs. Hemlata Chandra resigned from the directorship w.e.f 24th September, 2020.

• Mr. Prakash Chandrakumar Gandhi (DIN: 08856417) has been appointed as an additional Director in the category of Non- Executive Director of the Company with effect from 14th September, 2020.

• Mr. Amey Arvind Kulkarni (DIN: 07487405) has been appointed as an additional Director in the category of Executive Director of the Company with effect from 14th September, 2020.

• Mr. Sakar Watal resigned from the Directorship w.e.f 14th September,2020

• During the financial year, Ms. Shalu Sharma was appointed as Company Secretary & Compliance Officer with effect from May 24, 2019.

• During the financial year 2019-20 under review, Ms. Paridhi Manocha resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f April 19, 2019.

i) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The process followed by the Company for induction and training to Board members has been explained in the Corporate Governance Report.

ii) Meetings of the Board

During the year ended March 31, 2020, Nine (9) Board Meetings were held by the Company on 19th April, 2019; 24th May, 2019; 30th May, 2019; 14th August, 2019; 27th August, 2019; 29th August, 2019; 16th October, 2019; 14th November, 2019 and 14th February, 2020.

iii) Details of Committees of the Board

Currently, the Company has three (3) Committees namely Audit Committee, Nomination and Remuneration Committee & Stakeholders Relationship Committee. The detailed composition of various Committees is elucidated below:

i) Audit Committee

The Audit Committee comprises of three Directors namely, Mrs. Hemlata Chanda (Non-Executive, Independent), Mr. Tanuraj Adhikari (Non-Executive, Independent) and Mr. Abhishek Parashar (Non-Executive, Independent). The Chairperson of the Committee is Mrs. Hemlata Chanda who is an Independent, Non-Executive Director. The recommendations of the Audit Committee are always welcomed and accepted by the Board & all the steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee. During the period ended 31st March, 2019, Five (5) Meetings of Audit Committee were held on 29th May, 2018; 13th August, 2018; 14th November, 2018; 13th February, 2019 and 30th March, 2019.

ii) Nomination & Remuneration Committee

The Committee was constituted in accordance with the provisions under Section 178 of the Companies Act, 2013. The Committee consists of three (3) Members, namely Mr. Abhishek Parashar (Non-Executive, Independent Director), Mr. Tanuraj Adhikari (Non-Executive, Independent Director) and Mrs. Hemlata Chanda (Non-Executive, Independent Director). The Committee is chaired by Mrs. Hemlata Chanda. During the year ended 31st March, 2019, Two(2) Committee Meeting was held on 13th February, 2019 and 26th February, 2019

Nomination and Remuneration Committee Policy

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is annexed as "Annexure A" to this report. The same has also been available in the website of the Company i.e. https://www.sagarproductions.com/Policies.php

iii) Stakeholders Relationship Committee

The Committee oversees all the matters relating to Stakeholders grievances/complaints. The role of the Committee is to consider & resolve securities holders complaint. The Committee consists of three members, namely Mrs. Hemlata Chanda (Non-Executive, Independent), Mr. Tanuraj Adhikari (Non-Executive, Independent) and Mr. Abhishek Parashar (Non-Executive, Independent). The Committee is chaired by Mr. Abhishek Parashar. During the year ended 31st March, 2019, Four (4) Committee Meetings were held on 29th May, 2018; 13th August, 2018; 14th November, 2018; and 13th February, 2019.

iv) Declaration of Independence from Independent Directors

Your Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013 from all the Independent Directors confirming that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013. Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013, rules made thereunder as well as applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

v) Internal Control Systems and their Adequacy

The Management continuously reviews the internal control systems and procedures for the proficient conduct of the Companys business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. The Internal Auditor of the Company conducts the audit on regular basis and the Audit Committee periodically reviews internal audit reports and effectiveness of internal control systems. Apart from the above, the Company in consultations with the external and independent consultants adopted a policy for development and implementation of risk management for the company including identification of elements of risk, if any, that may threaten the existence of the Company and a mechanism to mitigate the same.

vi) Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 profit and loss of the company for that period;

c) the directors had 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 had prepared the annual accounts on a going concern basis;

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

vii) Change in the Nature of Business

During the period under review, there is no change in the nature of business of the Company. The Company continues to operate in the Media Sector. However the Company has also entered into trading in agro-products.

viii)Extract of Annual Return

The extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") forms an integral part of this Report as "Annexure B".

ix) Prevention of Sexual Harassment Policy

In order to prevent sexual harassment at workplace, your Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rule made thereunder. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act.

x) Auditors & their Report

a) Change in Auditors:

At the AGM held on 29th September, 2018 for the Financial year ended 2017-18, the Members have approved and accorded their assent for appointment of M/s. S C Mehra & Associates, Chartered Accountants (Firm Registration No. 106156W) as Statutory Auditors of the Company to hold office from the conclusion of the 39th Annual General Meeting until the conclusion of the 44th Annual General Meeting of the Company to be held in the year 2023, the Company has received a letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under Section 139 of the Companies Act, 2013.

Pursuant to the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Statutory Auditors was required to be placed .The said proviso has been omitted by MCA vide its notification dated 7th May, 2018 with immediate effect.

The Statutory Auditors M/s. S C Mehra & Associates have issued their reports on Standalone Financial Statements for the year ended 31st March, 2019. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

b) Secretarial Auditor:

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, the Board of Directors have appointed Mr Vijay Ramesh Gupta, Practising Company Secretary as Secretarial Auditors to undertake secretarial audit of the Company for the financial year ended March 31, 2020. The Secretarial Audit Report is attached herewith marked as "Annexure C" and forms an integral part of this report.

The Secretarial Auditor has made and mentioned the following observation in his report:

1. During the year company has maintain minutes of board meeting and other committee in electronic mode.

2. As per Regulation 30 (LODR) Newspaper cutting is not uploaded for un-audited financial result for the quarter ended 30th September, 2019, 31st December, 2019 and 31st March, 2020.

3. As per Regulation 30 (LODR) Newspaper cutting is not uploaded for Intimation of Board Meeting for the quarter ended 30th May, 2019 and 14th November, 2019

c) Internal Auditor:

M/s. Lakhpat M. Trivedi & Co., Chartered Accountants, Mumbai (Registration No. 109047) was appointed as Internal Auditor of the Company for the FY 2019-2020 and the Internal Audit Report prepared by them was placed before the Audit Committee.

xi) Risk Management

Risk Management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework.

The policy has been hosted on Companys website www.sagarproductions.com.

xii) Public Deposits

The Company has not accepted any deposit from the general public within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

xiii) Particulars of Contracts/ Arrangements with Related Party

During the year, there were no related party transactions made in the Company, therefore Form AOC-2 is not applicable to the Company. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: http://www.sagarproductions.com/images/pdf/Policy%20on%20Related%20Party %20Transactions.pdf

xiv) Particulars of Loans, Guarantees or Investments by the Company under section186

Details of Loan, Guarantees and Investments covered under the provisions of the Act, are disclosed in the notes to the Financial Statements. xv) Material Changes affecting the financial position of the Company

During the year ended March 31, 2020, there were no material changes and commitments affecting the financial position of the Company have occurred to which financial results relate and the date of the Report.

xvi) Corporate Social Responsibility Committee

Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to the Company; hence no such Committee has been formed. However, Company had always tried in its best possible ways to involve itself in social development activities.

xvii) Dematerialisation of Shares

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE807D01030 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

As on March 31, 2020, 99.99% of the paid up Equity Share Capital stands in Demat mode and the remaining 0.01% Equity Shares were held in physical mode, the details of which are as follows:

Particulars No. of Shares % of Total Capital
Held in Demat form with CDSL 3,04,13,402 75.76
Held in Demat form with NSDL 97,26,918 24.23
Held in physical mode 1,805 0.01

xviii) Listing of Shares

The shares of your Company are listed at BSE Limited. The applicable Annual Listing fees have been paid to the Stock Exchange for the financial year 2019-20.

xix) Subsidiary Companies

The Company does not have any Subsidiary Company.

xx) Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, every listed Company is required to have a Vigil Mechanism/ Whistle Blower Policy for the Directors and employees to report their concerns and grievances. The Company has a Whistle Blower Policy in place and the same is also available on the web-site at the web-link http://www.sagarproductions.com/images/pdf/Whistle%20Blower%20Policy.pdf

The Audit Committee of Directors are entrusted with the responsibility to oversee the Vigil mechanism.

xxi) Corporate Governance

In terms of Regulation 15(1) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance as specified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of schedule V shall not be applicable in respect of companies having paid up equity share capital not exceeding Rs.10 crore and Net worth not exceeding Rs.25 crore as on the last day of the previous financial year.

As on March 31, 2020, the Equity Share Capital is Rs. 4,01,42,125 and Net worth is Rs. 6,01,79,039/-. Hence, the company is not providing a separate report on corporate governance, and also a certificate from the Companys Auditors confirming the compliance of Corporate Governance. However, the Company continues to adhere to the best practices prevailing in Corporate Governance and follows the same in its true spirit.

xxii) Secretarial Standards of ICSI

Pursuant to the approval given on April 10, 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. The Company is in compliance with the same.

xxiii) Significant and Material Orders Passed by the Regulators or Courts:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

xxiv) Management Discussion and Analysis

Management Discussion and Analysis Report is appended to this Annual Report.

xxv) Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2018 19.

xxvi) Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo

There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as Nil.

The Company has not entered into any technology transfer agreement.

xxvii) Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Bankers, Business Associates and the Government and other regulatory authorities and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

By Order of the Board of Directors For Sagar Productions Limited

Sd/- Sd/-
Place: Mumbai Kalakad Sathi Sunil Kumar
Date: 03.12.2020 Whole-time Director Director and CFO
DIN: 00150876 DIN: 08324531