Sambhaav Media Ltd.
|BSE: 511630||Sector: Media|
|NSE: SAMBHAAV||ISIN Code: INE699B01027|
|BSE 15:25 | 19 Mar||9.20||
|NSE 15:59 | 19 Mar||9.30||
|Mkt Cap.(Rs cr)||150|
|Mkt Cap.(Rs cr)||149.87|
Sambhaav Media Ltd. (SAMBHAAV) - Director Report
Company director report
Sambhaav Media Limited
We are pleased to present the 26th Annual Report and the AuditedFinancial Statements for the year ended March 312016.
STATE OF AFFAIRS OF THE COMPANY Standalone Financial Highlights
(Rs. in lacs except per equity share data)
Notes: The above figures are extracted from the Standalone Audited FinancialStatements as per Indian Generally Accepted Accounting Principles (GAAP).
Review of Operations
During the year under review Sambhaav Media Limited has improved productivity andefficiencies in its core operations while diversifying into new market segments withGujarat State Road Transport Corporation (GSRTC) for implementation of "IntegratedVehicle Tracking and Passenger Information System".
Sambhaav Metro a Gujarati Newspaper publish in daily afternoon is a platform thatstrives to aggregate and mobilise the collective consciousness and concerns of people. Itis well appreciated by the readers and achieving good response from the advertisers duringthe year. Moreover "Abhiyaan" magazine is also a platform that seeks to createawareness for the issues that affects the Society at large. It has also witnessed increasein readership and advertisements during the year.
Considering the impact of digitization and increasing usage of social media andinternet your Company has launched a Web Portal www.sambhaavnews.comfor news entertainment gaming and knowledge sharing. The web portal is helping todevelop the business as well as brand of the Company and creating platform for thestakeholders to interact with the Company.
During the year under review the Company entered into newer avenue with Gujarat StateRoad Transport Corporation (GSRTC) to install Global Positioning System (GPS) and PublicInformation System (PIS) for its entire fleet of 10000 buses. The Company has alreadyinstalled GPS in 2400 buses and 591 PIS in Phase I and for Phase II the work is inprogress.
Under the brand name of "WISE TV" a New-age Media the Public EntertainmentSystems (PES) have been performing successfully. The Company has upgraded the PES withupgraded software and hardware to be installed in Gujarat State Road Transport Corporation(GSRTC) buses. The Company is also endeavour to enter into arrangement with State RoadTransport Corporation of Maharashtra and Rajasthan for PES and GPS & PIS installationin their buses.
With regard to financial performance during the year the turnover of the Company isincrease by 49.79 % from ' 2453.32 Lacs to ' 3674.82 Lacs as compared to the previousfinancial year. The net profit after tax is increased by 30.04 % from ' 354.98 Lacs to '461.60 Lacs. The rise in the turnover is predominantly due to increase in sales activitiesof the Company.
REPORT ON PERFORMANCE OF SUBSIDIARY COMPANY PURSUANT TO RULE 8 (1) OF THE COMPANIES(ACCOUNTS) RULES 2014
The performance of the subsidiary company M/s VED Technoserve India Private Limited isfound satisfactory during the year under review in implementing and maintaining the PublicEntertainment System of Gujarat State Road Transport Corporation (GSRTC) Projects of yourCompany. As per Section 129 (3) of the Companies Act 2013 and Regulation 33 of SecuritiesExchange and Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 your Directors have pleasure in attaching the consolidated financial statementsprepared in accordance with the applicable accounting standards with this report.
In terms of proviso to Section 129(3) and rule 8(1) of the Companies (Accounts) Rules2014 the silent features and financial position of the subsidiary companies are enclosedas "Annexure B" with this report.
As a matter of sound accounting practice and management philosophy; your Directors areof the opinion to make sound economic base for the Company and in order to conserve theresources; do not recommend any dividend for the year under review.
During the year under review your Company has not accepted any deposits from the publicwithin the meaning of provisions of Section 73 of the Companies Act 2013.
All the existing properties including plant and machinery building stocks assets ofOut of Home and GSRTC Project etc. are adequately insured.
During the year Mr. Ram Kumar Gupta ceased to be Director of the Company on accountof not being re-appointed on completion of his tenure as an Additional Director.
Further during the year Ms. Palak P Asawa has been appointed as the Company Secretaryof the Company w.e.f. September 29 2015 and has been designated as the Key ManagerialPersonnel.
Pursuant to Section 152 of the Companies Act 2013 Mr. Manoj B Vadodaria (DIN:00092053) Director of the Company retires by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible offers himself for reappointment.
Except as mentioned hereinabove there is no other change in the Board of Directors andKey managerial Personnel of the Company during the year.
The Company has received declarations from all the Independent Directors of the companyconfirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013 and Regulation 25 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
Pursuant to the provisions of the Companies Act 2013 an annual performance evaluationof the members of the Board of its own individually and working of the various committeesof the Board was carried out. The manner in which the performance evaluation was carriedout has been explained in the Corporate Governance Report.
BOARD AND AUDIT COMMITTEE MEETINGS
During the year under review 5 (five) Board Meetings and 4 (four) Audit CommitteeMeetings were held. The details of the meetings are given in the Corporate GovernanceReport as a part to the Boards' Report. The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) (c) of the Companies Act 2013 yourDirectors confirm that:
a) in the preparation of annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistentlyand made judgment and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively; and
f) systems to ensure compliance with the provisions of all applicable laws and were inplace and were adequate and operating effectively.
ALTERATION OF ARTICLE OF ASSOCIATION
During the year under review the Board of Directors have proposed by seeking approvalof shareholders through postal ballot process to adopt a new set of Articles ofAssociation containing regulations in consonance with the Companies Act 2013.
During the year under review there is no change in the share capital of the Company.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Company has implemented all the procedure and adopted all the practices inconformity with the code of Corporate Governance as enumerated in Schedule V of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. The Management Discussion and Analysis and Corporate Governance report are made partof this report. A certificate from the statutory auditor regarding compliance of theconditions of corporate governance is given in annexure which is attached hereto andforms part of the Directors' report.
Disclosure in terms of Schedule V (Part II) (Section II) (B) (iv) (IV) of the CompaniesAct 2013 are mentioned in Corporate Governance Report as a part of this report.
M/s. Dhirubhai Shah & Doshi Chartered Accountants Ahmedabad (FRN: 102511W)retires at the ensuing Annual General
Meeting and is eligible for re-appointment. The Company has received a certificate fromthem that their re-appointment if approved by the shareholders would be in accordancewith the provisions of Section 141 of the Companies Act 2013. The members are requestedto appoint auditors to hold office until the conclusion of the next Annual General Meetingof the Company.
Observations of the auditors in their report together with the notes on accounts areself explanatory and therefore in the opinion of Directors do not call for any furtherexplanation.
SECRETARIAL AUDITOR'S REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. R S Sharma Practicing Company Secretary (Membership No: A 3126) toundertake the Secretarial Audit of the Company. The report of the Secretarial Auditor isannexed herewith as "Annexure C". The report of the secretarial auditoris self explanatory and confirming compliance by the Company of all the provisions ofapplicable corporate laws.
The Audit Committee constituted in accordance with the provisions of Section 177 of theCompanies Act 2013 and Regulation 18 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 reviewed the financial resultsand financial statements audit process internal control system scope of internal auditand compliance of related regulations as prescribed under Section 177 of the CompaniesAct 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015. The Composition and terms of reference ofthe audit committee is more specifically given in the Corporate Governance Report as apart of the Boards' Report.
VIGIL MECHANISAM (WHISTLE BLOWER POLICY)
The company has established Vigil Mechanism (Whistle Blower Policy) in accordance withthe provisions of Section 177 of the Companies Act 2013 and Regulation 22 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 for the employees to report to the management instances of unethical behavior actualor suspected fraud or violation of the Company's code of conduct. The detail of theWhistle Blower Mechanism is explained in the Corporate Governance Report and the policyadopted is available on the Company's website at www.sambhaavnews.comunder the link "Policies".
DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an anti sexual harassment policy in line with the requirementof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. There is no such instance reported during the year under review.
STATUTORY DISCLOSURES REQUIRED UNDER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES 2014
There is no foreign exchange earnings and outgo during the year under review.Conservation of energy has always been of immense importance to your Company and all theequipments consuming energy have been placed under continuous and strict monitoring. Inview of the nature of the operations no report on the other matters is required to bemade under section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014.
DISCLOSURES UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES 2014:
There is no change in subsidiary associate and joint venture companies during the yearunder review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT MADE BY THE COMPANY DURING THE YEAR
Details of loans guarantees and investments covered under Section 186 of the CompaniesAct 2013 are given in the notes to the financial statements.
RELATED PARTY TRANSACTIONS
In terms of Regulation 23 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has adopted policyon dealing with related party transactions. All related party transactions that wereentered into by the Company during the financial year were in the ordinary course ofbusiness and were at arm's length basis. There are no material significant related partytransaction made by the Company with its Directors Promoters Key Managerial Personnel ortheir relative exceeding the limit prescribed under Section 188 (1) of the Companies Act2013 read with Rule 15 of Companies (Meetings of Board and its powers) Rules 2014.
The policy on related party transactions as approved by the Board is available on thewebsite of the company www.sambhaavnews.comunder the link "Policies".
BUSINESS RISK MANAGEMENT
In terms of the requirement of Regulation 21 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasconstituted Business Risk Management Committee. The details of the Committee and terms ofreference are given in the Corporate Governance Report forming part of the Board ofDirectors' Report.
The Company has adopted a policy indentifying and evaluating various business risks andmechanism to mitigate the risk. The policy aims to provide framework for the evaluation ofvarious risk and entire risk management. The key business risks identified by the Companyare as under.
Your Company operates in media communication and advertising business which is largelyimpacted by the technological changes. Technology and increasing usage of social mediamake the business heads continuously research the new avenues opportunitiestechnological updating access impact of technology on society and suggest changeswhenever required. The Company has adopted technological governance framework to furtherstrengthen its activities.
Competition in business is inevitable. The business in which your Company operates ishighly competitive in nature with presence of regional players and new entrance of bigcorporate having pan India operations.
To mitigate this risk your Company has developed unique business model of diversifiedproducts of press and publication transit TV Channel Out of Home Advertising TV Channeland Online Portal. The Company is leveraging on its expertise experience and creatingcapacities to increase market share enhanced branding and enlarge product portfolio fordiversification of competition risk. Further the Company also focuses on providing itsinfrastructure product quality and sales team to offer value to the customers.
INTERNAL FINANCIAL CONTROL
The Company has in place a well defined organizational structure and adequate internalcontrols for efficient operations which is cognizant of applicable laws and regulationsparticularly those related to protection of properties resources and assets and theaccurate reporting of financial transactions in the financial statements. The companycontinually upgrades these systems. The internal control system is supplemented byextensive internal audits conducted by independent firms of chartered accountants.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Though not mandatory under Law your Company as a part of Clean India Campaign isvoluntarily participating in a campaign namely "My Own Street" to spreadawareness of environmental protection and cleanliness by encouraging people to participateand make habit to keep the society clean. This initiative is well appreciated by all.
NOMINATION AND REMUNERATION COMMITTEE
Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 19of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) the Company has constituted Nomination and Remuneration Committee andadopted policy on appointment and remuneration of Directors and Key Managerial Personnel.The composition terms of reference of the Committee and policy on appointment andremuneration of Directors and KMPs are given in the Corporate Governance Report as a partto the Boards' Report.
No material changes have taken place since the closure of the financial accounts up tothe date of the report which may substantially affect the financial performance or thestatement of the Company.
During the year under review no employee of the Company was in receipt of remunerationin excess of the limits prescribed under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
DISCLOSURES IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014
In terms of Section 136 of the Act the reports and accounts are being sent to themembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the members at the Registered office of the Companyduring business hours on working days of the company up to the date of ensuing AnnualGeneral Meeting. If any member is interested in inspecting the same such member may writeto the Company Secretary in advance.
EXTRACT OF THE ANNUAL RETURN
The extract of annual return in the prescribed form MGT-9 for the Financial Year March312016 is attached with the Directors' Report as "Annexure A".
Your Directors wish to thank all stakeholders and business partners Company's bankersand business associates for their continued support and valuable co-operation. TheDirectors also wish to express their gratitude to investors for the faith that theycontinue to repose in the Company.
The Board deeply appreciates the dedicated commitment and the invaluable contributionof all the employees towards the satisfactory performance of your company.