Sungold Media & Entertainment Ltd Directors Report.

To,

The Members,

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

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

The Boards Report shall be prepared based on the stand alone financial statements of the company.

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

2. EXTRACT OF ANNUAL RETURN:

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

3. DIVIDEND:

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

4. DEPOSITS:

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

5. AMOUNT TRANSFER TO RESERVE:

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

6. INITIAL PUBLIC OFFER THROUGH OFFER FOR SALE

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

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

The issue was duly subscribed and the allotment was finalized in consultation with the Bombay stock Exchange Limited, The company allotted fully paid up 13, 50,000 Equity Shares of Rs. 10/- per share The Equity Shares of the Company were listed and admitted to dealings on the Small and Medium Enterprise Platform of Bombay Stock Exchange Limited with effect from August 27, 2018.

7. SHARE CAPITAL:

Subsequent to the aforesaid the Authorized share capital of your company stands at Rs. 5,00,00,000/- divided into 50,00,000 Equity Shares of Rs 10/- each. At present the Issued, Subscribed and Paid up Share Capital of your Company is Rs. 5,00,00,000/- divided into 50, 00,000 Equity Shares of Rs 10/-each, fully paid-up.

8. USE OF PROCEEDS

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

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

There have been no material changes and commitments, affecting the financial position of 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 or Tribunals impacting the going concern status of the Company and its operations in future.

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

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

13. RELATED PARTY TRANSACTIONS:

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

All contracts/arrangements/transactions entered by the Company during the FY 2018-2019 with related parties were in the ordinary course of business and on an arms length basis. During the year under review, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in 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 ordinary course of business and were on an arms length basis, Form AOC-2 forms the part of this Board report in ANNEXURE I.

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

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

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

15. DIRECTORS & KEY MANAGERIAL PERSONNEL:

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

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

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

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

3. Ms. Heena Parekh was appointed as an additional director of the company w.e.f 31.08.2018 and shall be regularized in the ensuing annual general meeting of the Company.

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

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

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

None of the Directors of the Company are disqualified under Section 164 of Companies Act, 2013.

16. MEETINGS OF THE BOARD OF DIRECTORS:

The following Meetings of the Board of Directors were held during the Financial Year 2018-19:

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

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

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

Name of Director

DIN

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

**Committee Position

Sharehold ing (Equity shares of FV of Rs. 10/-each)
Chairperson Member
Mr. Raj Kotia (MD and CFO)(ii) 06360347 P, MD & ED 9 9 V NIL - - 16,11,132
Mr. Keyur Gandhi(iv) 03494183 NED 9 7 V 1 - 1 43,880
Mr. Amit Kotia(iii) 07499192 NED 9 9 1 1 1 -
Mr. Harsh Mehta 08093048 NED-ID 9 7 NIL 1 2 -
Ms. Heena Parekh 08150364 NED-ID 2 1 - NIL 1 1 -
Ms. Resham Maniyar (i) 08093059 NED-ID 7 4 NIL - - --

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

Note:

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

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

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

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

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

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

** Audit Committee, Nomination & Remuneration Committee & Stakeholders Relationship Committee in all Indian Public Limited Companies have been considered for the Committee positions.

There is no inter- se relationship between the directors.

17. MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met once on November 14, 2018 inter 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 the views of the Executive and Non-Executive Directors of the Company; and

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

All Independent Directors were present at the meeting.

18. COMMITTEES OF THE BOARD

The company has constituted different Board level committees in accordance with the requirements of Companies Act, 2013 and securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Currently, the Board has three Committees: the Audit Committee, the Nomination and Remuneration Committee, and Stakeholders Relationship Committee. All three committees are appropriately constituted.

I. AUDIT COMMITTEE

Composition:

Audit committee of the Board of Directors ["the Audit Committee is entrusted with the responsibility to supervise the Companys internal controls and financial reporting process. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee are financially literate and bring in expertise in the fields of Finance, Taxation, Accounts, etc. It functions in accordance with its terms of reference that defines its authority, responsibility and reporting function.

Meetings and Attendance, Composition, Chairperson and name of members as on March 31, 2019.

During the Financial Year 2018-2019, the Audit Committee met twice i.e. on November 14, 2018 and March 04, 2019. The maximum gap between two meetings was not more than 120 days. Please note that the Company got listed on BSE SME platform on August 27, 2018 and prior to listing, Constitution of Audit Committee was not applicable to your Company as per section 177 of Companies Act, 2013 read with rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Accordingly only two meetings were held during the Financial Year 2018-19.

Name of the Members Category of Directorship Designation

Audit Committee Meeting (S)

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

The Company Secretary acts as Secretary to the Committee.

Terms of Reference

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

a. oversee the Companys financial reporting process and disclosure of its financial information;

b. recommend appointment, remuneration and terms of appointment of auditors of the Company;

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 the Board for approval, focusing particularly on:

1) matters to be included in Directors Responsibility Statements to be included in Boards report ;

2) any changes in accounting policies and practices;

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

4) significant adjustments resulting from the audit findings;

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

6) disclosure of related party transactions;

7) Qualification in draft audit report.

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

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

g. discuss with the statutory auditors before the audit commences, the nature and scope of 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 and statutory auditors, ensuring that the internal audit function is adequately resourced and has appropriate standing within the Company, and to request internal auditor to undertake specific audit projects, having informed the management of their intentions;

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

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

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

l. look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

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

n. approve transaction with related parties and subsequent modification to terms of contract/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 through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue , and making recommendation to the Board for taking steps in relation thereto;

s. approve appointment of CFO (i.e. the Whole time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualification, 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 the Audit 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 the requirements of Regulation 19 of Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014.

Meetings and Attendance, Composition, Chairperson and name of members as on March 31, 2019.

During the Financial Year 2018-2019, the Nomination and Remuneration Committee met twice i.e. on November 14, 2018 and on March 04, 2019. Please note that the Company got listed on BSE SME platform on August 27, 2018 and prior to listing, Constitution of Nomination and Remuneration Committee was not applicable to your Company as per Section 178 of the Companies Act, 2013 read with rule 4 of the Companies (Appointment and Qualification of Directors) rules, 2014.

Name of the Members Category of Directorship Designation

Nomination and Remuneration Committee Meeting (S)

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

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

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

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

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

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

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

v. formulate appropriate policies, institute processes which enable the identification of individuals who are qualified to become Directors and who may be appointed in Senior Management and recommend the same to the Board;

vi. review and implement succession and development plans for Managing Director, Executive Directors and Senior Management.

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

Details of Remuneration to all Directors

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

Name Designation Salary Perquisites Sitting Fees Total
Mr. Raj Kotia Managing Director & CFO 5,98,800 - 6, 000 6,04,800
Mr. Amit Kotia Non-Executive Director - - 11,000 11,000
Mr. Keyur Gandhi Non-Executive Director - - 9,000 9,000
Mr. Harsh Mehta Independent Director - - 11,000 11,000
Ms. Resham Maniyar Independent Director - - 4,000 4,000
Ms. Heena Parekh Independent Director - - 4,000 4,000

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

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

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

• Service Contracts, notice period, severance fees-Not Applicable

• Stock options details, if any and whether the same has been issued at a discount as 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 Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance and that of its Committees ad Individual Directors.

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

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

The criteria for performance evaluation of the Board include aspects like Board composition and structure, effectiveness of Board processes, information and functioning, etc. The criteria for performance evaluation of committees of the Board include aspects like composition of committees, effectiveness of committee meetings, etc. The criteria for performance evaluation of the Individual Directors include aspects like contribution to the Board and Committee Meetings, professional conduct, roles and functions, etc. In addition, the performance of Chairman is also evaluated on the key aspects of his roles and responsibilities.

III. STAKEHOLDERS RELATIONSHIP (‘SR) COMMITTEE:

COMPOSITION:

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meetings and Attendance, Composition, Chairperson and name of members as on March 31, 2019.

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

Name of the Members Category of Directorship Designation

Stakeholders Relationship Committee Meeting (S)

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

Stakeholders Relationship Committee ensures quick redressal of security holder and investors complaints/grievances pertaining to transfers, no receipt of annual reports, dividend payments, issue of duplicate certificates, transmission of securities and other miscellaneous complaints;

In addition, the Committee also monitors other issues including status of Dematerialization/ Rematerialisation of shares issued by the Company. Oversee the performance and service standards of the Registrar and Share Transfer Agent, and recommends measures to improve level of investor services. The Company is in compliance with the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web based redress system and online redressal of all the shareholders complaints.

Name and designation of Compliance Officer:

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

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

19. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

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

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

20. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Board has adopted a Whistle Blower Policy to maintain highest standards of professionalism, honesty, integrity, ethical behaviour and to provide a vigil mechanism for Directors/Employees to voice concern in a responsible and effective manner regarding unethical matters involving serious malpractice, abuse or wrongdoing within the organization. The Company affirms that during the year no personnel have been denied access to the Audit Committee.

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

21. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

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

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

22. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANEGERIAL PERSONNEL AND EMPLOYEES:

A statement containing the details of the Remuneration of Directors, Key Managerial personnel (KMPJ and Employees as required under Section 197(12) of the Companies Act, 2013 read 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 a remuneration more than as per terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5[3] of the Companies [Appointment and Remuneration of Managerial Personnel) Rules, 2014.

23. CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of lndia (Listing Obligations and Disclosure Requirements] Regulations, 2015 Hence no corporate governance report is disclosed in this Annual Report. It is pertinent to mention that the Company follows majority of the provisions of the Corporate Governance voluntarily.

24. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company as required under Securities and Exchange Board of lndia {Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as a separate part to this Report.

25. BOARD EVALUATION:

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

26. RISK AND MITIGATING STEPS

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

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

27. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanation obtained 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 applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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 that such system were adequate and operating effectively.

28. AUDITORS AND AUDIT REPORT:

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

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

29. SECRETARIAL AUDITOR:

In terms of section 204 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed Mr. Suhas Ganpule, Practising Company Secretary (Certificate of Practice No. 5722) as the Secretarial Auditor.

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

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

(A) Conservation of energy and technology absorption.

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

(B) Foreign Exchange Earnings And Outgo:

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

31. STATEMENT ON MATERIAL SUBSIDIARY:

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

32. INSIDER TRADING:

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

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

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

34. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their appreciation for the support extended by the bankers, business associates, clients, consultants, advisors, shareholders, investors and the employees of the Company for their continued co-operation and support.

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

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