Sagar Productions Ltd Directors Report.

The Members,

SAGAR PRODUCTIONS LIMITED

Your Directors are pleased to present their 40th Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2019 and the Auditors Report thereon.

1. Business Performance
(Rs. In Lacs)
YEAR ENDED 31.03.2019 YEAR ENDED 31.03.2018
PARTICULARS
Revenue from operations 845.00 955.56
Other income 0 0.20
Gross Income 845.00 955.75
Total Expenses 762.37 906.87
Net Profit Before Tax 82.63 48.89
Provision for Tax - (10.00)
Net Profit After Tax 72.96 35.09

2. Operations and Future Plans

During the year under review the Companys Turnover has decreased from Rs. 955.56 Lakhs to Rs. 845.00 Lakhs. However, profit for the year was increased from Rs. 35.09 Lakhs to Rs. 72.96 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.

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, 2019. 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, 2019 stands at Rs. 4,01,42,125/- divided into 4,01,42,125 Equity Shares of Rs. 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.

5. Transfer to Reserve

The Board does not propose to make transfer to reserves for the year 2018-19 and instead intends to retain the net profit in the Profit & Loss Account for the year ended 31st March, 2019.

6. Directors and Key Managerial Personnel

i) Retire by Rotation:

None of the Directors is liable to retire by rotation.

ii) Change in Directors and Key Managerial Personnels:

• During the year Mr. Sunil Kumar was appointed as an Additional Director (Executive) w.e.f. January 09, 2019.

• Mr. Abhishek Parashar was appointed as Additional Director (Independent) with effect from February 26, 2019.

• Mr. Tanuraj Adhikari was appointed as Additional Director (Independent) with effect from February 26, 2019.

• Mr. Sakar Watal was appointed as Additional Director (Non-Executive) with effect from March 30, 2019.

• Mr. Sunil Kumar was appointed as the Cheif Financial Officer with effect from March 30, 2019.

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

• Mr. Deepak Mardhekar resigned from the Directorship with effect from February 26, 2019.

• Mr. Deepak Mardhekar also resigned from the position of Chief Financial Officer of the Company with effect from March 30, 2019.

• Mr. Jitendra Keny resigned from the Directorship with effect from February 26, 2019.

• Mr. Subhash Choubisa resigned from the Directorship with effect from March 30, 2019.

• Ms. Paridhi Manocha was appointed as Company Secretary and Compliance officer of the Company on February 26, 2019 and tendered her resignation on April 19, 2019.

iii) Board Evaluation

Your Board has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

Board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

iv)Meetings of the Board

During the year ended March 31, 2019, Eight (8) Board Meetings were held by the Company on 10th April, 2018; 29th May, 2018; 13th August, 2018; 14th November, 2018; 09th January, 2019; 13th February, 2019; 26th February, 2019 and 30th March, 2019.

v) 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.

vi) 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.

vii) 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.

viii)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.

ix) 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.

x) 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".

xi) 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.

xii) 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, subject to the ratification of the Members at every Annual General Meeting. Also, 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 for ratification at every Annual General Meeting. 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 Miss Pooja Jain, Practising Company Secretary as Secretarial Auditors to undertake secretarial audit of the Company for the financial year ended March 31, 2019. 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. The name of the company is appearing in the list of Shell companies published by SEBI for having suspected stock under BSE, scanner.

In this respect, we would like to submit our response:

1. As per list of SEBI dated August 07, 2017, with respect to Shell Companies, the name of Sagar Productions Limited was mentioned. The Company has made all the deliberate efforts to satisfy queries raised by SEBI. Afterwards, SEBI has issued notice dated 24th October, 2017 (Notice No. 20171024-29 ) and gave the following directions:

i) The trading in securities of the Company shall be reverted to the status as it stood prior to issuance of SEBI letter dated August 07, 2017 effective from October 25, 2017.

ii) An independent auditor shall be appointed to conduct forensic audit of the Company for verification, including the credentials / financials of the Company.

The forensic audit was conducted by an independent Auditor appointed by SEBI.

It is expected that soon the Company "Sagar Productions Limited" will be out of Graded Surveillance Measures (GSM) stage.

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 2018-2019 and the Internal Audit Report prepared by them was placed before the Audit Committee.

xiii)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.

xiv) 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.

xv) 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%2 0Transactions.pdf

xvi) 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.

xvii) Material Changes affecting the financial position of the Company

During the year ended March 31, 2019, 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.

xviii) 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.

xix) 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, 2019, 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

xx) 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 2018-19.

xxi) Subsidiary Companies

The Company does not have any Subsidiary Company.

xxii) 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.

xxiii) 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, 2019, the Equity Share Capital is Rs. 4,01,42,125 and Net worth is Rs. 5,19,53,923/-. 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.

xxiv)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.

xxv) 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.

xxvi)Management Discussion and Analysis

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

xxvii) 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.

xxviii) 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.

xxix)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: May 30, 2019 Whole-time Director Director and CFO
DIN: 00150876 DIN: 08324531