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Directors Report of Sagar Productions Ltd.

Mar 31, 2016

The Members,

SAGAR PRODUCTIONS LIMITED

The Directors are pleased to present their 37thAnnual Report together with the Audited Financial Statements for the financial year ended 31st March, 2016 and the Auditors Report thereon.

Business Performance

(Rs. In Lacs)

Particulars

Year Ended 31-03-2016

Year Ended 31-03-2015

Total Revenue

90.73

0.60

Profit before depreciation and Tax

-

(6.14)

Less: Depreciation

-

-

Profit after depreciation and before Tax

1.05

(6.14)

Less : Provision For Tax

0.35

-

Less : Differed Tax

-

-

Less : Short/ Excess earlier year

-

(4.95)

Net Profit

0.70

(11.17)

Add: Profit & Loss A/c balance of previous years

(555.20)

(544.03)

Appropriations:

Transfer to Capital Reduction Reserve

523.43

-

Proposed Dividend

-

-

Interim Dividend

-

-

Dividend Distribution Tax

-

-

Transfer to General Reserve

-

-

Balance c/f to Balance Sheet

(31.07)

(555.20)

Operations and Future Plans

Your Company wishes to inform that the total revenue earned by the Company was Rs. 90.73 Lakhs as compared to Rs. 0.60 Lakhs of the previous year. Due to increase in operations of the Company, the expenses of the Company have also surged substantially, thereby recording a net profit of Rs. 0.70 Lakhs as compared to loss of Rs. 11.03 Lakhs in the year 2014-15.

Your Directors are delighted that after booking losses since many years, Company has seen a profit and are optimistic that the upward trend shall continue to follow.

Dividend

In order to plough back the profit, your Directors have not recommended any dividend for the year ended 31st March, 2016.

Share Capital

The Issued, Subscribed & Paid up Capital of the Company as on 31st March, 2016 stands at Rs. 4,01,42,125/divided into 4,01,42,125 Equity Shares of Rs. 1/- each.

Reduction of Share capital:

During the year under review, the Hon''ble Bombay High Court vide its order dated 18th April 2015 approved the Scheme of Arrangement. In accordance with the Scheme, your Company had carried out reduction of the Share capital in the following manner:

i. The Company had consolidated its then Authorized Share Capital of Rs. 6,00,00,000/- divided into 6,00,00,000 Equity Shares of Re.1/- each and paid-up capital of Rs. 5,36,85,000/- divided into 5,36,85,000 Equity Shares of Re.1/- each in such manner that every 40 existing Equity shares of Re. 1/- each constitutes one share of Rs. 40/- each fully paid-up thereby restructuring it into Authorized Share Capital of Rs. 6,00,00,000/- divided into 15,00,000 Equity Shares of Rs. 40/- each and paid-up capital of Rs. 5,36,85,000/- divided into 13,42,125 Equity Shares of Rs.40/- each.

ii. Post consolidation, the Company had reduced the paid-up share capital from then existing Rs. 5,36,85,000/- divided into 13,42,125 Equity Shares of Rs. 40/- each to Rs. 13,42,125/- divided into

13,42,125 shares of Re. 1/- each by cancelling capital of Rs. 39/- upon each of the 13,42,125 Equity Shares of Rs. 40/- each and thereby reducing the nominal value of shares from Rs. 40/- each to Re. 1/- each.

iii. After completion of the abovementioned cancellation and reduction, the paid up Capital stood at Rs. 13,42,125/- divided into 13,42,125 Equity Shares of Re. 1/- each and the Authorized Share Capital of the Company was reorganized in such a manner that Rs. 6,00,00,000/- divided into 15,00,000 Equity Shares of Rs. 40/- each was further sub-divided into 6,00,00,000 Equity Shares of Re. 1/- each. The Authorized Share Capital, after this arrangement, stood at Rs. 6,00,00,000/- divided into 6,00,00,000 Equity Shares of Re. 1/each.

Preferential Issue:

Pursuant to the Scheme of Arrangement, Company had made preferential allotment of 3,88,00,000 Fully Convertible Warrants of Re. 1/- each on 29th May, 2015 to Promoters & Non-Promoters after receipt of 25% of the issue price from the subscribers. Post receipt of the remaining issue price, the said warrants were converted into 3,88,00,000 fully paid Equity Shares of Re. 1/- each on 23rd October 2015. The said shares were duly listed on Bombay Stock Exchange and are subject to lock-in. The Company had fully abide with the applicable provisions of sections 62(1)(c) of the Companies Act, 2013 along with other applicable provisions of the Companies Act, 1956, and SEBI (ICDR)Regulations, 2009 to the extent it was required.

Transfer to Reserve

The Board does not propose to make transfer to reserves for the year 2015-16 and instead intends to retain the net profit in the Profit & Loss Account for the year ended 31st March, 2016.

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Mr. Kalakad Sathi (DIN: 00150876) Whole-time Director of the Company retires by rotation at this Annual General Meeting of the Company and being eligible, offers himself for reappointment.

During the year review, Mr. Ramavtar Kankani had resigned from the Board citing personal issue. The Board had approved his resignation with effect from 23th October 2015 and placed its appreciation towards the guidance provided by Mr. Kankani during his tenure with the Company.

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.

Meetings of the Board

During the year ended 31st March, 2016, Six (6) Board Meetings were held by the Company on 25th May, 2015; 29th May, 2015; 10th June, 2015; 13th August, 2015; 23rd October, 2015 and 12th February, 2016. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013 & Listing Regulations.

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 Mr. Jitendra Keny (Non-Executive, Independent), Mr. Kalakad Sathi (Executive) and 1Mrs. Hemlata Chanda (Non-Executive, Independent). The Chairman of the Committee is Mr. Jitendra Keny 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, 2016, four (4) Meetings of Audit Committee were held on 29th May, 2015; 13th August, 2015; 23rd October, 2015 and 12th February, 2016.

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. Jitendra Keny (Non-Executive, Independent Director), Mr. Kalakad Sathi(Executive Director) and *Mrs. Hemlata Chanda (Non-Executive, Independent Director). The Committee is chaired by Mr. Jitendra Keny. During the year ended 31st March, 2016, one (1) Committee Meeting was held on 25th May, 2015.

*Post the resignation of Mr. Ramavtar Kanakani from the Directorship of the Company, the Committee was reconstituted in the Board Meeting held on 23rd October 2015 as Mr. Kankani held membership in the Committee. Mrs. Hemlata Chanda (Non-Executive, Independent Director) was admitted in the Committee in place of Mr. Kankani.

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 forms part of this report as Annexure - I.

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. Jitendra Keny (Nonexecutive, Independent) and Mr. Kalakad Sathi (Executive). The Committee is chaired by *Mrs. Hemlata Chanda. During the year ended 31st March, 2016, four (4) Committee Meetings were held on 29th May, 2015; 13th August, 2015; 23rd October, 2015 and 12th February, 2016.

*The Stakeholders'' Relationship Committee was reconstituted in the Board Meeting held on 23rd October, 2015 following the resignation of Mr. Ramavtar Kankani from the Directorship of the Company. Hence, in his place Mrs. Hemlata Chanda was admitted & designated as a Chairperson of the Committee.

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 there under as well as applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

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.

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.

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 -II".

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 there under. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act.

Auditors & their Report a) Statutory Auditor:

At the AGM held on 30th September, 2015 for the Financial year ended 2014-15, the Members have approved & accorded their assent for appointment of M/s. Sudhir M Desai & Co., Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of the 36th Annual General Meeting until the conclusion of the 41st Annual General Meeting of the Company to be held in the year 2020, 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.

The Statutory Auditors M/s. Sudhir M. Desai & Co., have issued their reports on Standalone Financial Statements for the year ended 31st March, 2016. 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 M/s. Rituraj & Associates, Practicing Company Secretary as Secretarial Auditors to undertake secretarial audit of the Company for the financial year ended 31st March, 2016. The Secretarial Audit Report is annexed herewith as Annexure -III and forms an integral part of this report.

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

The Company has not appointed Chief Financial Officer (CFO) and Company Secretary as whole time Key Managerial Personnel under section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment of and Remuneration of Managerial Personnel) Rules, 2014.

With regards to the observation made above your Board clarifies that the Company after deliberation have made various efforts for recruitment of the aforesaid Key Managerial Personnel. However, as you are aware that the Company had made huge losses in last decade and is currently in the stage of recovery. The Company had made every attempt to search suitable candidates for aforesaid positions during the year and assures that the same positions will be filled within short span.

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 Company''s website www.sagarproductions.com

Internal Control Systems and their Adequacy

The Company has adequate system of internal details of the Policy have been posted on the control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. Internal Audit is carried out in a programmed way and follow up actions were taken for all audit observations. Your Company''s Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.

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.

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 Company''s website at the link: http://www.sagarproductions.com/images/pdf/Policy%20on%20Related%20Party%20Transactions.pdf

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

During the year ended 31st March 2016, the Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

Material Changes affecting the financial position of the Company

There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

Corporate Social Responsibility Committee

The prerequisite in terms of Section 135 of the Companies Act, 2013 of corporate social responsibility does not apply to the Company. However, your Company endeavours to involve itself in social development activities as and when required.

Dematerialization of Shares

Your Company has availed connectivity with both the Depositories, i.e., 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.

As on 31st March, 2016, 3.33% of the paid up Equity Share Capital stands in Demat mode and the remaining 96.67% 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

550281

1.37

Held in Demat form with NSDL

789489

1.97

Held in physical mode

38802355

96.66

The reason for lesser holding in demat form is that the Corporate Action for Preferential Allotment of Equity Shares was not completed till 31st March, 2016 and therefore the Shares allotted post conversion of warrants were in physical mode which were subsequently transferred to holders account in demat form.

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 2015-16.

During the year, Company had approached BSE Ltd twice for listing of its shares, the details of which are as follows:

i. On 25th August, 2015, BSE Ltd granted listing approval to the Company with respect to the listing of 13,42,125 shares post reduction of Share Capital;

ii. On 04th December, 2015, BSE Ltd had granted listing approval for 3,88,00,000 Equity Shares allotted post conversion of warrants.

Execution of Listing Agreement

The Securities and Exchange Board of India (“SEBI") on 2nd September, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations") with an aim to consolidate and streamline the provisions of the Listing Regulations for different segments of capital markets to ensure better enforceability. In furtherance to the same, SEBI issued Circular No. CIR/CFD/CMD/6/2015 dated October 13, 2015 which requires every existing Listed Company which has previously entered into Listing Agreement with a Stock Exchange, to execute a fresh listing agreement with the respective Stock Exchange within six months of the date of notification of the said regulations. Your Company has entered & executed the Listing Agreement with BSE Limited in the month of February, 2016.

Adoption of various Policies

During the year, the Company had adopted certain policies as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Prevention of Insider Trading

The Company has also adopted “Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders" and “Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)". All the Directors, Senior Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code.

Vigil Mechanism/Whistle Blower Policy

The Board of Directors of Company has pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism / Whistle Blower Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The employees of the Company have the right/option to report their concern/ grievance to the Chairman of the Audit Committee who is entrusted with the responsibility to oversee the Vigil mechanism. The policy same is also available on the web-site at the web-link http://www.sagarproductions.com/images/pdf/Whistle%20Blower%20Policy.pdf

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 to the Company as the Company''s paid up equity share capital is less than Rs.10 crore and Net worth does not exceed Rs.25 crore. Hence, the company is not providing a separate report on corporate governance, and also a certificate from the Company''s Auditors confirming the compliance of Corporate Governance.

Secretarial Standards of ICSI

Pursuant to the approval given on 10th April 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 1st July 2015. The Company is in compliance with the same.

Significant and Material Orders Passed by the Regulators or Courts

The Hon''ble High Court of Bombay has passed an order on 18th April 2015 approving the Scheme of Arrangement between the Company and its Equity Shareholders. In terms of the Scheme, the paid up Share Capital of the Company had reduced and the Company had made a preferential allotment. The order as received from the Court was submitted with Registrar of Companies, Mumbai, Regional Director, BSE Limited, etc. within the specified timeframe.

Management Discussion and Analysis

Management Discussion and Analysis Report is appended as "Annexure - IV" to this Report.

Particulars of Employees

Particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given, as none of the employees qualifies for such disclosure.

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.

Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation 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 Deepak Mardhekar

Date: 27.05.2016 Whole Time Director Director

(DIN:00150876) (DIN:06985092)


Mar 31, 2015

The Directors are pleased to present their 36th Annual Report together with the Balance Sheet and the Profit and Loss Accounts for the financial year ended 31st March, 2015 and the Auditors Report thereon.

1. BUSINESS PERFORMANCE:

(Rs. In Lacs)

Year Ended Year Ended Particulars 31-03-2015 31-03-014

Total Revenue 0.60 (27.98)

Less: Total Expenses (6.74) (53.19)

Profit/(Loss) before Tax (6.14) (81.17)

Less : Provision For Tax - -

Less : Differed Tax - -

Less : Short/ Excess earlier year (4.95) -

Profit/ (Loss) after Tax (11.09) (81.17)

2. STATE OF AFFAIRS:

During the year under review, the Company continued to make losses. As compared to the losses of Rs. 81.17 Lacs in previous year 2013-14, the Company has incurred loss of Rs. 6.14 Lacs.

Even though Company continued to make losses during the year, your Directors are optimistic about the coming year as the Hon'ble High Court of Bombay had vide its order dated 18.04.2015 approved the Scheme of Arrangement of the Company. As envisaged in the Scheme, the Company can now reduce its share capital by writing off its losses after which the Balance Sheet will show the clear state of affairs of the Company. Also Company will be getting fresh funds by way of preferential issue which shall be utilized for accelerating the business of the Company.

3. DIVIDEND

In view of the losses made during the year, the Board of Directors of your Company does not recommend any dividend for the year 2014-15.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013, do not apply as there was no dividend declared and paid in last 7 years.

5. DIRECTORS

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Deepak Mardhekar [DIN: 06985092] will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED

During the year under review, Mr. Deepak Mardhekar has been appointed on Board w.e.f. 28th August 2014.

Mrs. Hemlata Chanda was appointed as an Additional Director w.e.f. 26th March, 2015 and holds the said office till the date of the ensuing Annual General Meeting. A notice has been received from a member proposing her candidature for her reappointment being eligible and offering herself for appointment as an Independent (Non-Executive) Director for five consecutive years from the date of ensuing Annual General Meeting to be held on September 29, 2015 up to September 29, 2020 or up to the date of Annual General Meeting to be held in the calendar year 2020, whichever is earlier and shall not be liable to retire by rotation A notice has been received from a member proposing Mrs. Chanda as a candidate for the office of Independent Director of the Company. In the opinion of the Board, Mrs. Chanda fulfils the conditions specified in the Companies Act, 2013 and rules made there under for her appointment as an Independent Director of the Company. The Board considers that her continued association would be of immense benefit to the Company.

7. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Internal Audit is conducted throughout the organization by qualified independent Internal Auditors. Findings of the Internal Audit Report are reviewed by the Management and by the Audit Committee of the Board and proper follow up actions are ensured wherever required.

9. 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 production & distribution.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

11. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors state 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.

12. EXTRACT OF ANNUAL RETURN

The details forming part of 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 A".

13. MEETINGS OF THE BOARD

During the year, Seven (7) Board Meetings were held by the Company on 29th May, 2014, 25th July, 2014, 14th August, 2014, 28th August, 2014, 29th September, 2014, 15th November, 2014 and 13th February, 2015.

The intervening gap between the meetings was as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the BSE. The details of the Committee Meetings held during the period under review forms part of the Corporate Governance Report.

14. 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 stated in the Corporate Governance Report.

15. AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company, comprises of three (3) Members, namely Mr. Ramavtar Kankani, Mr. Jitendra Keny and Mr. Kalakad Sathi. Two-third of the Members are Independent Directors and one is Executive Director. The Chairman of the Committee is Mr. Ramavtar Kankani who is an Independent Director. The details of terms of reference of Audit Committee, number and dates of meetings held and attendance of the Members therein have been specified separately in the attached Corporate Governance Report. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

16. AUDITORS & AUDITORS REPORT

M/s. Sudhir M Desai & Co., the Auditors retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received the 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.

The Statutory Auditors M/s. Sudhir M Desai & Co., Chartered Accountants have issued their reports on Standalone Financial Statements for the year ended 31st March 2015. There are no adverse remarks or qualifications in the sand report. The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Your Directors recommend reappointment of M/s. Sudhir M Desai & Co. as the Auditors of the Company.

17. INTERNAL AUDITOR

The Company has appointed M/s. RNA & Associates, Chartered Accountants, (Firm Registration No. 136734W) as Internal Auditor of the Company as per Section 138 of the Act.

18. SECRETARIAL AUDIT REPORT

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, a secretarial audit was conducted during the year by Secretarial Auditors M/s. Rituraj & Associates, Practicing Company Secretaries. The Secretarial Auditor's Report is attached as Annexure and forms part of this report. There is one qualification/observation/remark made by the Secretarial Auditor in their Audit Report stating the Company has not appointed Company Secretary as per under Section 203 for the Financial Year 2014-15. In this regard, your Directors want to clarify that the Company has seen losses since the whole decade which has wipe all the reserves of the Company. Due to the financial condition of the Company, we are unable to appoint a Company Secretary at such a remuneration which is at par with the market standards. However, your Directors further submits that the Company will soon appoint a Company Secretary as soon as we find suitable financial condition. In absence of a Company Secretary, we have still managed to comply with the provisions of applicable laws and continue to do so. The Secretarial Audit Report forms part of this Notice as "Annexure B".

19. BOARD PROCEDURE

Board members are given appropriate documents and information in advance of each Board and Committee Meeting to enable the Board to discharge its responsibilities effectively by taking well informed decisions. To enable the Board to discharge its responsibilities effectively, the Managing Director reviews Company's overall performance. The functions performed by the Board includes, in addition to the legal matters compulsorily required to be performed by it, review of:

- Strategy and Business Plan;

- Annual operating and capital expenditure budgets;

- Investment and exposure limits;

- Compliance with statutory/regulatory requirements and review of major legal issues;

- Approval of quarterly/annual results and

- Review of the minutes of the Board Meeting, Audit Committee Meeting, Stakeholders Relationship Committee and Nomination & Remuneration Committee.

20. RISK MANAGEMENT

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business divisions. Risk management forms an integral part of the Company's planning cycle.

21. FIXED 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.

22. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the year ended 31st March 2015 with related parties were in the ordinary course of business and on an arm's length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of Company at large. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, 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 Company's website at the link: http://www.sagarproductions.com/images/pdf/Policy%20on%20Related% 20Party%20Transaction s.pdf. The Disclosures on related party transactions are set out in Notes to the Financial Statement.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186

Details of Loan, Guarantees and Investments covered under the provisions of the Act, are disclosed in the notes to the Financial Statements.

24. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year ended 31st March 2015, there were no material changes and commitment affecting the financial position of the Company that have occurred between the year ended 31st March 2015 to which financial results relate and the date of the Report.

25. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

26. 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.

27. SHARES

a. Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares

No Bonus Shares were issued during the year under review.

d. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

28. SHARE CAPITAL

The Issued Capital of the Company as on 31st March 2015 stands at Rs. 54,003,000/- divided into 54,003,000 Equity Shares of Re. 1/- each.

The Subscribed & Paid up Capital of the Company as on 31st March 2015 stands at Rs. 53,685,000/- divided into 53,685,000 Equity Shares of Re. 1/- each. During the year, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity.

29. 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.INE807D01022 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.

30. LISTING OF SHARES

Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. Your Company had duly paid the Annual Listing Fees to the Stock Exchange.

31. INSURANCE

The fixed assets of the Company have been adequately insured.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated a vigil mechanism (whistle blower policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement. This vigil mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. However, as a matter of good Governance practice we would like to inform our shareholders that the Hon'ble High Court of Bombay vide its order dated 18th April, 2015 had granted its consent in the matter of Scheme of Arrangement between the Company and its Equity Shareholders. This information pertains prior the Boards' Report was finalized and hence been included so that the members are informed on the same.

34. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

35. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on Corporate Governance practices followed by the Company, together with a Certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

Further, as per Clause 49 of the Listing Agreement entered with the BSE, CEO/CFO Certification confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee forms an integral part of this Report.

36. 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 Report 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 the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Compliance Officer in this regard.

37. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

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.

38. ACKNOWLEDGEMENT

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co-operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

Registered Office: By Order of the Board of Directors

907, Dev Plaza, 9th Floor, For Sagar Productions Limited

Opp. Andheri Fire Station, Andheri (West),

Mumbai – 400058 Sd/-

Place: Mumbai Kalakad Sathi

Date: 13.08.2015 Chairman & Whole-Time Director

DIN: 00150876


Mar 31, 2014

The Members,

SAGAR PRODUCTIONS LIMITED

The Directors are pleased to present their 35th Annual Report together with the Balance Sheet and the Profit and Loss Accounts for the financial year ended 31st March, 2014 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

(Rs. In Lacs)

Year Ended Year Ended Particulars 31-03-2014 31-03-2013

Total Revenue (27.98) 6.95

Less: Total Expenses (53.19) (475.64)

Profit before Tax (81.17) (468.69) Less : Provision For Tax - -

Less : Deffered Tax - -

Less : Short/ Excess earlier year (462.86) (0.81)

Profit/ (Loss) after Tax (544.03) (462.86)

OPERATIONS:

During the year under review, the Company continued to make losses. As compared to the losses of Rs. 462.86/- Lacs in previous year 2012-13, the Company has incurred loss of Rs. 81.17/- Lacs.

DIVIDEND:

In view of the losses made by the Company, your Company does not recommend any dividend for the year ended 31st March, 2014.

DIRECTORS:

Mr. K. S. Sathi is liable to retire by rotation, being eligible, offers himself for re-appointment. The Board of Directors of the Company in their Meeting held on 28th August 2014, has proposed to appoint him as Whole Time Director subject to the approval of Members in the Annual General Meeting and had appointed Mr. Deepak Mardhekar as Additional Director of the Company has received nomination of Mr. K. S. Sathi and Mr. Deepak Mardhekar for appointment as Directors in terms of Section149 of the Companies Act, 2013.

Mr. Ramavtar Kankani (DIN 01243060) and Mr. Jitendra Keny (DIN 05291023), Non executive Directors of the Company, Independent Directors as per Clause 49 of the Listing Agreement with Stock Exchanges are proposed to be appointed as Independent Directors for five consecutive years for a term up to March 31, 2019 in accordance with Section 149 of the Companies Act, 2013. Notices have been received from Members proposing the aforesaid Directors as candidates for the office of Director of the Company. In

the opinion of the Board, aforesaid persons fulfil the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors of the Company and are independent of the management. The Board considers that their continued association would be of immense benefit to the Company.

Accordingly, the Board recommends appointment of the aforementioned Directors for the approval by the shareholders of the Company.

CONSOLIDATION OF SHARES & PREFERENTIAL ALLOTMENT:

The Board at its meeting held on 23rd July 2013 has decided to consolidate the present Authorized Share Capital of the Company Rs. 6,00,00,000/- divided into 6,00,00,000 Equity Shares of Re.1/- each and paid- up capital of Rs. 5,36,85,000/- divided into 5,36,85,000 Equity shares of Re.1/- each into Authorized Share Capital of 15,00,000 Equity shares of Rs. 40/- each and paid-up capital of 13,42,125 Equity Shares of Rs.40/- each subject to the approval of Bombay High Court and other approvals, if any necessary for the Reduction of Share Capital. The approval of Members was accorded by way of Postal Ballot and the results were declared on 21st December 2013.

Further the Company has decided to issue warrants on preferential basis subject to the provisions of section 81(1A) and Composite scheme under section 391 to 394 of the Companies Act, 1956. The approval of Members was accorded on the said resolution by way of Postal Ballot and the results were declared on 21st December 2013

FIXED 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.

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. INE807D01022 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.

LISTING OF SHARES:

Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Annual Listing Fees to the Stock Exchange has been duly paid by the Company.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s. Sudhir M Desai & Co., the Auditors retire at the ensuing Annual General Meeting but being eligible offer themselves for reappointed. The Company has received the 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. Your Directors recommend reappointment of M/s Sudhir M Desai & Co. as the Auditors of the Company.

CORPORATE GOVERNANCE:

Report on Corporate Governance alongwith the Certificate of the Auditors, M/s. Sudhir M Desai & Co., confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Since, the Company do not have any manufacturing unit, all provisions of Section 217(1) (e) of the Companies Act, 2013, with regard to conservation of energy and technology absorption are not applicable to the Company at this stage.

The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956, your Directors state that;

1) in the preparation of the accounts, the applicable accounting standards have been followed;

2) accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2014 and the profit of the Company for the year ended on that date;

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

4) the Annual Accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co-operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

By Order of the Board of Directors For Sagar Productions Limited

Sd/- Kalakad S Sathi Director

Place: Mumbai Date: 29.05.2014


Mar 31, 2013

To, THE MEMBERS OF SAGAR PRODUCTIONS LIMITED.

The Directors are pleased to present their 34th Annual Report together with the Balance Sheet as at 31st March, 2013 and the Profit and Loss Accounts for the year ended 31st March, 2013 and the Auditors Report thereon.

BUSINESS PERFORMANCE :

Current Year Previous Year Ended Ended 31-03-2013 31-03-2012 (Rs.) (Rs.)

Profit before Interest, Depreciation & Tax (468.70) 1.33

Less : Provision For Tax 0.00 0.40

Profit after Tax (468.70) 0.93

Profit / (Loss) brought from Previous Year (0.81) (1.74)

Balance carried to the Balance Sheet (469.51) (0.81)



PERFORMANCE :

During the year under review your company has earned a gross income of Rs.6.95 Lacs for the financial year 2012-13, as compared to Rs.129.94 Lacs in the previous year, recoding a decrease of Rs. 122.99 Lacs. After considering total expenses of the company has incurred loss before tax of Rs. 468.70 Lacs. In coming year company is confident to implement its dream project.

The Board at its meeting held on 23rd July, 2013 has decided to consolidate the present Share capital of Rs.5,36,85,000/- of face value of Re.1/- each into 1342125 equity shares of Rs. 40/- each by consolidating 40 equity shares of Re.1/- each into 1 equity share of Rs.40/- each. In compliance of section 100 of the Companies Act, 1956, and subject to confirmation of the Bombay High Court, and other approvals, if necessary the capital of the company be and is hereby reduced from Rs.5,36,85,000/-(divided into 13,42,125 shares of Rs.40/- each) to Rs.13,42,125/- (divided into 13,42,125 shares of Re. 1/- each) and that such reduction be effected by writing off losses to the extent of Rs.5,23,42,875/-and cancelling capital of Rs.39/- upon each of the 13,42,125 shares of Rs.40/- each and by reducing the nominal amount of all the shares in the Company''s capital from Rs.40/- each to Re.1/- each and Subject to approval of the shareholders under sections 81(1A) and Scheme under section 391 to 394 of the Companies Act, 1956, to issue further shares on preferential basis to selected allottees on preferential basis by composite scheme under Sections 391 to 394 to be sanctioned by Hon''ble High Court, Bombay

DIVIDEND :

Your Directors do not recommend any dividend for the year ended 31st March, 2013 in view to conserve the resources.

DIRECTORS :

In accordance with the requirements of the Companies Act 1956, Shri Jagdish Pareek will retire by rotation and, being eligible offered himself for re-appointment, which is proposed in the Notice of the ensuring Annual General Meeting.

The Company has not received any nomination for appointment as a Director in terms of Section 252(1) of the Companies Act, 1956 from the small shareholders.

FIXED DEPOSITS :

The Company has accepted any deposit from the general public within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

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. INE807D01022 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.

PARTICULARS OF EMPLOYEES :

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s Sudhir M Desai & Co., Chartered Accountants, the Auditors of the Company who hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and have given a certificate under section 224(1B) of the Companies Act, 1956. Your Board recommend for their re-appointment on such a remuneration as may be determined by the Board and acceptable to them. The contents of the Auditors'' Report are self explanatory and needs no comments.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

Since, the Company do not have any manufacturing unit, all provisions of Section 217(1)(e) of the Companies Act, 1956, with regard to conservation of energy and technology absorption are not applicable to the at this stage.

The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that;

1) In the preparation of the accounts, the applicable accounting standards have been followed.

2) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2013 and the profit of the Company for the year ended on that date.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4) The annual accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co-operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.



By Order of the Board

For SAGAR PRODUCTIONS LIMITED

Sd/-

K. S. Sathi

Director

Place : Mumbai

Date : 19.08.2013


Mar 31, 2011

To,THE MEMBERS,SAGAR PRODUCTIONS LIMITED.

The Directors are pleased to present their 32nd Annual Report together with the Balance Sheet as at 31st March, 2011 and the Profit and Loss Accounts for the year ended 31st March, 2011 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

Current Year Previous Year Ended Ended 31-03-2011 31-03-2010 (Rs.) (Rs.)

Profit before Interest, Depreciation & Tax 1.02 (31.79)

loss : Provision For Tax 0.00 0.00

Profit after Tax 1.02 (31.79)

Profit / (Loss) brought from Previous Year (2.77) 29.03

Balance carried to the Balance Sheet 1.74 2.77

PERFORMANCE:

The Company is, however, able to sustain its non-fund based business and is hopeful of improving this in the years to come so as to sustain its profitability.

DIVIDEND:

Your Directors do not recommend any dividend for the year ended 31st March, 2011 in view to conserve the resources.

DIRECTORS:

Mr. Kalakad Sathi is liable to retire by rotation, being eligible, offers himself for re-appointment.

The Company has not received any nomination for appointment as a Director in terms of Section 252(1) of the Companies Act, 1956 from the small shareholders.

FIXED DEPOSITS:

The Company has accepted any deposit from the general public within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

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. INE807D01022 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.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s Sudir M Desai & Co., Chartered Accountants, the Auditors of the Company who hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment and have given a certificate under section 224(1B) of the Companies Act, 1956. Your Board recommend for their re-appointment on such a remuneration as may be determined by the Board and acceptable to them. The contents of the Auditors' Report are self explanatory and needs no comments. j

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

Since, the Company do not have any manufacturing unit, all provisions of Section 217(l)(e) of the Companies Act, 1956, with regard to conservation of energy and technology absorption are not j applicable to the at this stage. I

The Company has not incurred any expenditure or earned any incomes in foreign currency during j the period under review. j

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that;

1) In the preparation of the accounts, the applicable accounting standards have been followed.

2) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2011 and the profit of the Company for the year ended on that date.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4) The annual accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and - co-operation received from their Bankers, Customers etc. Your Directors also thank all the sh holders for their continued support and all the employees of the Company for their valuable services during the year.

By Order of the Board

For SAGAR PRODUCTIONS LIMITED

Sd/-

K. S. Sathi

Director

Place : Mumbai

Date : 07.09.2011


Mar 31, 2010

To, THE MEMBERS OF SAGAR PRODUCTIONS LIMITED.

The Directors are pleased to present their 31st Annual Report together with the Balance Sheet as at 31st March, 2010 and the Profit and Loss Accounts for the year ended 31st March, 2010 and the Auditors Report thereon.

BUSINESS PERFORMANCE : Current Year Previous Year Ended Ended 31-03-2010 31-03-2009 (Rs.) (Rs.)

Profit before Interest, Depreciation & Tax (31.79) (0.73)

Less : Provision For Tax 0.00 0.00

Profit after Tax (31.79) (0.73)

Profit / (Loss) brought from Previous Year 29.03 29.76

Balance carried to the Balance Sheet 2.77 29.03

PERFORMANCE :

The Company is, however, able to sustain its non-fund based business and is hopeful of improving this in the years to come so as to sustain its profitability.

DIVIDEND :

Your Directors do not recommend any dividend for the year ended 31st March, 2010 in view to conserve the resources.

DIRECTORS:

Mr. Jagdish Parrek is liable to retire by rotation, being eligible, offers himself for re-appointment.

The Company has not received any nomination for appointment as a Director in terms of Section 252(1) of the Companies Act, 1956 from the small shareholders.

FIXED DEPOSITS :

The Company has accepted any deposit from the general public within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

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. INE807D01022 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.

PARTICULARS OF EMPLOYEES :

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s Sudir M Desai & Co., Chartered Accountants, the Auditors of the Company who hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment and have given a certificate under section 224(1B) of the Companies Act, 1956. Your Board recommend for their re-appointment on such a remuneration as may be determined by the Board and acceptable to them. The contents of the Auditors'' Report are self explanatory and needs no comments.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

Since, the Company do not have any manufacturing unit, all provisions of Section 217(1)(e) of the Companies Act, 1956, with regard to conservation of energy and technology absorption are not applicable to the at this stage.

The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that;

1) In the preparation of the accounts, the applicable accounting standards have been followed.

2) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2010 and the profit of the Company for the year ended on that date.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4) The annual accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co-operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

By Order of the Board

For SAGAR PRODUCTIONS LIMITED

Sd/-

K. S. Sathi

Director

Place : Mumbai

Date : 07.09.2010

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