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Sandesh Ltd.

BSE: 526725 Sector: Services
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OPEN 924.85
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P/E 9.93
Mkt Cap.(Rs cr) 693
Buy Price 915.10
Buy Qty 10.00
Sell Price 931.00
Sell Qty 10.00
OPEN 924.85
CLOSE 910.00
52-Week high 1080.00
52-Week low 818.75
P/E 9.93
Mkt Cap.(Rs cr) 693
Buy Price 915.10
Buy Qty 10.00
Sell Price 931.00
Sell Qty 10.00

Sandesh Ltd. (SANDESH) - Director Report

Company director report

To the Members

The Sandesh Limited

Your Directors have pleasure in presenting the 73rd Annual Report and the AuditedFinancial Statement for the Financial Year ended March 31 2016. Consolidated performanceof the Company and its subsidiary has been referred to wherever required.

1. Financial Highlights:

(Rs. In Lacs)




2015-2016 2014-15 2015-2016 2014-2015
Revenue from operations 37126.39 34488.84 37245.60 —-
Gross Profit of the Company before providing for 14488.78 10321.86 14524.43 —-
Depreciation 771.11 797.80 771.11 —-
Taxation 4297.67 2883.25 4310.07 —-
Managing Directors’ Remunerations 1357.01 937.20 5357.01 —-
Net Profit 8062.99 5703.61 8086.24 —-
Add: Last year‘s carried forward balance 668.72 2329.52 668.72 —-
Interim dividend on equity shares 378.47 0.00 378.47 —-
Proposed Dividend 0.00 302.78 —- —-
Taxation 77.05 61.53 77.05 —-
Transfer to General Reserve 7000.00 7000.00 7000.00 —-
Balance carried forwarded to Balance Sheet 1276.19 668.72 1299.44 —-
50 % on 7569421 Equity Shares of Rs.10/- each (Interim Dividend for the F.Y.2015-16) (Last year 40% on 7569421 Equity Shares of Rs.10/- each) 378.47 302.78 378.47 —-

2. Review of Operations and the state of the Company’s affairs:

During the year under review on Standalone basis the income from operations hasincreased by 7.65% i.e. from Rs. 34488.84 Lacs to Rs. 37126.39 Lacs as compared to theprevious Financial Year. Circulation revenue increased by 11.85% i.e. Rs. 1048.19 Lacsduring the year from Rs. 8844.84 Lacs to Rs. 9893.03 Lacs. Advertisement Revenue increasedby 11.91% i.e. Rs. 2418.47 Lacs during the year from Rs. 20835.23 Lacs to Rs. 23316.70Lacs.

There are no material changes and commitments have occurred after the close of thefinancial year till the date of this Report which affect the financial position of theCompany. The state of affairs of the Company is presented as part of ‘ManagementDiscussion and Analysis Report’ forming part of this Report.

3. Interim Dividend & transfer to Reserve:

Your Directors in their meeting held on March 09 2016 declared on Interim Dividendof 50% (Rs. 5.00 per Equity Share of Rs.10/-each) during the Financial Year ended March31 2016. (In previous Financial Year the dividend was declared @ 40% i.e. Rs. 4.00 perequity share of Rs. 10/- each). The interim dividend payment had an outflow of Rs. 455.52Lacs including Dividend Tax. Your Directors did not recommend a final dividend.

Further The Company proposes to transfer Rs. 7000.00 Lacs to the general reserve outof the amounts available for appropriation and an amount of Rs. 1276.19 Lacs is proposedto be retained in the profit and loss account.

4. Transfer of Amounts to Investor Education and Protection Fund:

Dividend for the Financial Year 2007-08 became due and was transferred to the InvestorEducation and Protection Fund. The unpaid / unclaimed dividend for the financial year2008-09 will be due for transfer to the "Investor Education & ProtectionFund" as required under the Investor Education and Protection Fund (Awareness andProtection of Investor) Rules 2001.

5. Directors’ Responsibility Statement:

Your Company’s Directors make the following statement pursuant to Section134(3)(c) and in terms of sub-section (5) of Section 134 of the Companies Act 2013 (theAct) which is to the best of their knowledge and belief and according to the informationand explanations obtained by them:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed to the extent applicable to the Company and there are no material departuresin the adoption of the applicable Accounting Standards;

(b) The Directors have selected such accounting policies and applied them consistentlyand made judgments 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 have 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 and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis; and

(e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively

(f) The Board of Directors has devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

6. Board independence:

The provisions of section 149(6) of the Companies Act 2013 (hereinafter referred to as"the Act") and the provisions of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as"Listing Regulations") provide the definition of ‘independentdirector’ and based on the confirmations received from the Independent Directors ofthe Company under the provisions of section 149(7) of the Act and on evaluation of therelationships disclosed the following Non-Executive Directors are considered asIndependent Directors:

a) Shri Mukeshbhai Patel (DIN 00053892)
b) Shri Sandeepbhai Singhi (DIN 01211070)
c) Shri Shreyasbhai Pandya (DIN 00050244)
d) Shri Sudhirbhai Nanavati (DIN 00050236)

7. Board Meetings Board of Directors Key Managerial Personnel & Committeesof Directors:

a) Board meetings:

The Board of Directors of the Company met Five (5) times during the Financial Year2015-16 and the gap intervening between two (2) meetings of the Board of Directors is asprescribed in the applicable provisions of the Act. The ‘Corporate GovernanceReport’ contains the details of the Board Meetings held during the Financial Yearunder review.

b) Appointment & Re-appointment:

Pursuant to provisions of section 152(6) of the Act and the Articles of Association ofthe Company Shri Parthiv F. Patel (DIN 00050211) retires by rotation and being eligibleoffer himself for re-appointment at the ensuing Annual General Meeting of the Company.

Your Directors recommend that the resolutions relating to the appointment of ShriParthiv F. Patel (who is liable to retire by rotation) as Director and re-appointment ofShri Falgunbhai C. Patel (DIN 00050174) as Chairman & Managing Director eligible forre-appointment be passed. Pursuant to the Regulation 36(3) of Listing Regulations briefresumes of both the said Directors are furnished along with the Explanatory Statement tothe Notice to the Annual General Meeting of the Company.

c) Declarations from Independent Directors:

The Company has received necessary declaration from each Independent Director of theCompany under the provisions of section 149(7) of the Act that they meet the criteria ofindependence as laid down in section 149(6) of the Act and applicable provisions ofListing Regulations.

d) Familiarization Program for Independent Directors:

In compliance with the requirements of Listing Regulations the Independent Directorshave been familiarized on the Board of the Company by the functional heads of variousdepartments of the Company which includes detailed presentations on the vision and missionof the Company its operations business plans technologies and also future outlook ofthe entire industry. Details of familiarization programs extended to the Non-executive& Independent Directors are also disclosed on the Company website from time to timeat:

e) Resignation Cessations and Changes in Directors and Key Managerial Personnel:

None of the Directors and Key Managerial Personnel of the Company has resigned duringthe financial year under review except the appointment of Shri Yogesh Jani (DIN 06495782)was made as on August 11 2015 as Whole-time Director of the Company.

f) Details of remuneration to directors:

The information relating to remuneration of the Directors as required under theprovisions of section 197(12) of the Act is given in Annexure D.

g) Board Committees:

The Company has constituted the following Committees of the Board of Directors:

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Corporate Social Responsibility Committee;

4. Nomination and Remuneration Committee; and

5. Executive Committee

The Report of Corporate Governance contains the details of the composition of each ofthe above Committees their respective role and responsibilities.

h) Nomination and Remuneration Policy:

In terms of the sub-section (3) and (4) of section 178 of the Act and Regulation 19(4)read with Part D of Schedule II of the Listing Regulations the Board of your Company hason recommendation of the Nomination & Remuneration Committee framed and adopted apolicy for selection and appointment of directors senior management and theirremuneration. The contents of the said policy are provided in the Report of CorporateGovernance.

i) Annual Performance evaluation by the Board:

Pursuant to the provisions of the Act read with Rules made thereunder and as providedin Schedule IV to the Act and applicable regulations of Listing Regulations theNomination and Remuneration Committee and the Board has carried out an annual evaluationof its performance the Directors individually as well as the evaluation of the working ofits Committees and the findings were shared individually with the Board Members as well asthe Chairman of the Company. Further the Board has carried out an annual performanceevaluation of its Independent Directors and the Independent Directors have also evaluatedthe performance of the Chairman and other non-independent Directors. Your Directorsexpress their satisfaction with the evaluation process and the manner in which theevaluation was carried out has been explained in the Report of Corporate Governance Reportforming part of this Report.

j) Subsidiary Company joint ventures and associate companies:

The Company has one (1) wholly-owned subsidiary as on March 31 2016. There are nojoint venture companies or associate companies during the Financial Year under review.During the Financial Year M/s. Sandesh Digital Private Limited (CIN:U22100GJ2015PTC083461) has become wholly-owned subsidiary of the Company. The said companyis engaged in providing news on multiple digital platforms mobile advertisements and toaggregate and provide news / videos on the multiple digital platforms. There has been nomaterial change in the nature of the business of the Subsidiary. Pursuant to provisions ofsection 129(3) of the Act read with applicable rules of the Companies (Accounts) Rules2014 a statement containing salient features of the financial statements of theCompany’s subsidiary in Form AOC-1 as Annexure F is attached to the FinancialStatements of the Company. Further pursuant to the provisions of section 136(1) of theAct the financial statements of the Company consolidated financial statements along withrelevant documents and separate audited accounts in respect of subsidiary are availableon the website of the Company. The separate audited financial statements in respect of thesubsidiary shall be kept open for inspection at the Registered Office of the Company. TheCompany will also make available these documents upon request by any Member of the Companyinterested in obtaining the same. The Company has framed a policy for determining materialsubsidiaries which has been posted on the Company’s website

8. Consolidated Financial Statements:

The Consolidated Financial Statements of the Company prepared in accordance with theapplicable Accounting Standards form part of this Annual Report. The financial statementof a Subsidiary Company of the Company is not attached along with the financial statementsof the Company. The separate audited financial statement of the Subsidiary Company (M/s.Sandesh Digital Pvt. Ltd.) of the Company is also placed on the website of the Company atweblink:

The Company Secretary will make these documents available upon receipt of a requestfrom any Member of the Company interested in obtaining the same. These documents will alsobe available for inspection at the Registered Office of your Company during working hoursup to the date of ensuing Annual General Meeting.

9. Corporate Governance:

A Report on Corporate Governance along with a certificate regarding the compliance ofconditions of corporate governance as stipulated under Para E of Schedule V of the ListingRegulations forms a part of this Annual Report. Your Company has been practicing theprinciples of good corporate governance. A detailed report on corporate governance isavailable as a separate section in this Annual Report. The certificate of M/s. Jignesh A.Maniar & Associates Practicing Company Secretaries Ahmedabad regarding compliancewith the conditions stipulated under Listing Regulations is provided separately under thisAnnual Report.

10. Audit Committee and its Recommendations:

The Audit Committee has been constituted in accordance with the provisions of the Actand the Rules made thereunder and also in compliance with the provisions of ListingRegulations and more details on the Committee are provided in the Report on CorporateGovernance. During the financial year under review all the recommendations of the AuditCommittee were accepted by the Board of Directors of the Company. The Composition of theAudit Committee is as described in the Report on Corporate Governance.

11. Auditors and Audit Reports:

a) Statutory Auditors:

The Company’s statutory auditors M/s. Manubhai & Shah LLP (LLPIN: AAG-0878)(Formerly known as Manubhai & Shah) (Firm Registration No.106041W/W100136) CharteredAccountants Ahmedabad who retire at the ensuing Annual General Meeting have confirmedtheir eligibility and willingness to accept office if their appointment is ratified. TheCompany has received a certificate from M/s. Manubhai & Shah LLP the StatutoryAuditors to the effect that their appointment if made would be in accordance with thelimits specified under the Act and that they meet the criteria of independence. Theproposal for their reappointment is included in the Notice of Annual General Meeting sentherewith. The Audit Committee and the Board of Directors recommend the appointment of M/s.Manubhai & Shah LLP the Statutory Auditors subject to annual ratification by theShareholders at every Annual General Meeting and at such remuneration as may be fixed bythe Board of Directors of the Company on the recommendation of the Audit Committee.

b) Auditors’ Report:

The notes of the financial statements referred to in the Auditor’s Report areself-explanatory and do not call for any further comments. The Auditors’ Report forthe Financial Year 2015-16 does not contain any qualification reservation or adverseremarks. The Statutory Auditors have not reported any incident of fraud to the AuditCommittee of the Company in the Financial Year under review. Further your Directors havereviewed the Auditor’s Report and the observations and comments appearing in thereport are self-explanatory and do not call for any further explanation / clarification bythe Board of Directors as provided under section 134 of the Act.

c) Secretarial Auditors & Secretarial Audit Report:

Pursuant to the provisions of section 204 of the Act and applicable rules of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit has been carried out by M/s. Jignesh A. Maniar & AssociatesPracticing Company Secretaries Ahmedabad. The Report of the Secretarial Audit in FormMR-3 for the Financial Year ended March 31 2016 is annexed as Annexure A to thisReport. There are no qualifications reservations or adverse remarks made by theSecretarial Auditor in his report. The Board has reviewed the Secretarial Auditor’sReport and the observations and comments appearing in the said Report areself-explanatory and do not call for any further explanation / clarification by the Boardof Directors as provided under section 134 of the Act.

12. Human resource initiatives and industrial relations:

We treat our employees as most valuable assets. Your Company aims to align humanresource practices with business goals. Performance Management system enables a holisticapproach to the issue of managing performance and does not limit to only an appraisal.Your Company takes pride of its highly motivated and committed team of employees. Theemployees performed to their full potential and contributed to the growth and developmentof the Company.

13. Particulars of Employees:

The information required pursuant to the provisions of section 197 (12) of the Act readwith Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided as Annexure D to this Report.

14. Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutflow:

The particulars as prescribed under section 134(3)(m) of the Act read with Rule 8 ofthe Companies (Accounts) Rules 2014 are set out in Annexure C.

15. Management Discussion and Analysis Report:

A detailed chapter on ‘Management Discussion and Analysis’ pursuant to theRegulation 34 of Listing Regulations is annexed and forms part of this Annual Report.

16. Material changes and commitments affecting the financial position of the Company:

There have been no material changes and commitments affecting the financial positionof the Company which occurred between the end of the financial year to which the financialstatements relate and the date of this Report.

17. Corporate Social Responsibility Initiatives:

Your Company has constituted a Corporate Social Responsibility Committee. The Committeeis constituted to manage and overview the Corporate Social Responsibility programs of theCompany. The Corporate Social Responsibility Policy as approved by the Board is availableat the website of the Company at the link: TheAnnual Report on Corporate Social Responsibility activities is annexed herewith as AnnexureB.

18. Insider Trading Regulations:

In terms of the provisions of the Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 2015 your Company has formulated a code of conduct forregulating monitoring and reporting of trading in shares of the Company by the insiders.The Company has adopted a code of conduct for prohibition of insider trading in order toregulate trading in the shares of the Company by the Directors Connected Persons anddesignated employees of the Company. The Company has also prescribed a code of fairdisclosure and conduct and code for prevention of insider trading. Both the said codes arein accordance with the said Regulations. The said Codes have been uploaded on the websiteof the Company.

19. Borrowing:

The Company has been sanctioned limit of Rs. 10500 Lacs which is inclusive of cashcredit letter of credit and buyers credit. However your Company uses the borrowed fundsvery judiciously and it uses its internal cash generations to invest in the business.

20. Credit Rating:

For the Financial Year 2015-16 under review the credit rating agency "CreditAnalysis and Research Limited" has reaffirmed rating of CARE AA- (Double A Minus)assigned to the long term bank facilities. Further it has reaffirmed the CARE A1+ (A onePlus) rating assigned to short term facilities.

21. Insurance:

All the significant properties and insurable interest of the Company includingbuilding plant and machinery and stocks are adequately insured.

22. Risk Management:

The Board of Directors of the Company has framed and adopted a policy on RiskManagement of the Company. The Company has identified various risks and also hasmitigation plans for each risk identified and it has a comprehensive Risk Managementsystem which ensures that all risks are timely defined and mitigated in accordance withthe Risk Management Policy.

23. Internal Control Systems and adequacy of Internal Financial Controls:

Your Company has an adequate system of the internal controls to ensure that all itsassets are protected against loss from unauthorized use or disposition and further thatthose transactions are authorised promptly recorded and reported correctly. Your Companyhas implemented an effective framework for Internal Financial Controls in terms of theprovisions stipulated under the explanation to section 134(5)(e) of the Act. The Board isof the opinion that the Company has an effective Internal Financial Controls which iscommensurate with the size and scale of the business operations of the Company for theFinancial Year ended on March 31 2016. Adequate internal financial controls with respectto financial statements are in place. The Company has documented policies and guidelinesfor this purpose. Its Internal Control System has been designed to ensure that thefinancial and other records are reliable for preparing financial and other statements andfor maintaining accountability of assets.

The internal audit and the management review supplement the process implementation ofeffective internal control. The Audit Committee of the Board deals with accountingmatters financial reporting and internal controls and regularly interacts with theStatutory Auditors Internal Auditors and Management in dealing with matters within itsterms of reference. No reportable material weakness in the design or implementation wasobserved during the financial year under review.

24. Vigil Mechanism / Whistle Blower Policy:

The Board has approved and established a Whistle Blower Policy for the Directors andemployees of the Company to report their genuine concerns and its details are explained inthe Report on the Corporate Governance. The Whistle Blower Policy is available on thewebsite of the Company to report any genuine concerns about unethical behavior any actualor suspected fraud or violation of Company’s Code of Conduct.

25. Code of Conduct:

Your Directors have laid down the Code of Conduct for all Board Members and the membersof the senior management of the Company. The said Code is also placed on the website ofthe Company. All Board Members and the members of the senior management of the Companyhave affirmed compliance with the said Code for the financial year under review. TheCertificate from the Chairman & Managing Director affirming compliance of the saidCode by all the Board Members and the members of senior management of the Company to whomthe Code is applicable is attached to the Corporate Governance Report.

26. Extract of Annual Return:

Pursuant to the provisions of section 92(3) of the Act the extract of the AnnualReturn (MGT-9) is annexed herewith as Annexure E as a part of this Report.

27. Litigation:

There was no material litigation outstanding as on March 31 2016 and the details ofpending litigation including tax matters are disclosed in the Financial Statements.

28. Particulars of Loans Guarantees and Investments u/s 186 of the Companies Act:

The particulars of loans and guarantees given and the investments made under theprovisions of section 186 of the Act are given separately in the Financial Statements ofthe Company read with the Notes to Accounts which may be read in conjunction with thisReport.

29. Particulars of contracts or arrangements with related parties referred to insection 188(1) in the prescribed form:

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business. All related partytransactions are placed before the Audit Committee as also the Board for review andapproval.

In line with the provisions of the Act and Listing Regulations the Company hasformulated a Policy on materiality of Related Party Transactions and also on dealing withRelated Party Transactions and abridged Related Party Transactions Policy is uploaded onthe Company’s website and can be accessed at: the Financial Year under review there were no material related party transactions.The Register under section 189 of the Act is maintained and particulars of transactionsare entered in the Register wherever applicable. Further suitable disclosure as requiredby the applicable Accounting Standards has been given in the Notes to the FinancialStatements. As there were no materially significant related party transactions enteredinto by the Company with the related parties during the financial year under review thedetails of the related party transactions as required under section 134(3)(h) of the Actread with Rule 8 of the Companies (Accounts) Rules 2014 as prescribed in Form AOC-2 ofthe said Rules is not applicable to the Company.

30. Listing Fees:

The Company confirms that it has paid the annual listing fees for the Financial Year2016-17 to BSE Limited Mumbai and National Stock Exchange of India Limited Mumbai.

31. Listing Agreement:

The Securities Exchange Board of India (SEBI) on September 2 2015 issued ListingRegulations with the aim to consolidate and streamline the provisions of Listing Agreementfor different segments of capital markets to ensure better enforceability. The saidregulations were effective from December 1 2015. Accordingly all listed entities wererequired to enter into the Uniform Listing Agreement within six months from the effectivedate. Accordingly the Company has entered into Uniform Listing Agreement with BSE Limitedand also with National Stock Exchange of India Limited.

32. Statutory Disclosures:

The Company has made disclosures in this Report for the items prescribed in section134(3) of the Act and Rule 8 of the Companies (Accounts) Rules 2014 to the extent thetransactions took place on those items during the financial year under review. Further nodisclosure or reporting is required in respect of the following items as there were notransactions on these items during the Financial Year under review:

a) Public Deposits (Deposit from the public falling within the ambit of section 73 ofthe Act and the Rules made thereof):

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on public deposits was outstanding as on the date of the balancesheet.

b) Issue of equity shares with differential rights as to dividend voting or otherwise:The Authorised Share Capital of the Company comprises of 1500000 equity shares of Rs.10/- each. The paid up equity share capital of the Company as on March 31 2016 was Rs.756.94 Lacs comprising of 7569421 equity shares of Rs. 10/- each. During the FinancialYear under review the Company has not issued shares with differential voting rights as todividend voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company underany scheme: Your Company has not issued any shares including sweat equity shares toemployees of the company under any scheme during the Financial Year under review.

d) Neither the Managing Director(s) nor the Whole-time Director(s) of the Companyreceive any remuneration or commission from its subsidiary: There is no disclosurerequired as to receipt of remuneration or commission by the Managing Director(s) / WholeTime Director(s) from a subsidiary of the Company.

e) Details of significant and material orders passed by the Regulators / Courts /Tribunals impacting the going concern status and the Company’s operations in future: Thereare no significant material orders passed by the Regulators / Courts / Tribunals whichwould impact the going concern status of the Company and its future operations.

f) Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 (SHWWA): The Company has adopted a policy in accordance with the provisions ofSHWWA and the Rules thereunder and all employees are covered under the said Policy. AnInternal Complaints Committee has also been set up to redress complaints received onsexual harassment. During the Financial Year under review there were no cases filedpursuant to SHWWA and rules made thereof.

33. Acknowledgment:

Your Directors place on record their sincere appreciation of all the employees of theCompany for their valuable contribution and dedicated service. Your Directors expresstheir sincere thanks to the esteemed readers viewers and customers of the Company fortheir continued patronage. Your Directors also immensely thank all the shareholdersbankers investors agents business associates service providers vendors and all otherstakeholders for their continued and consistent support to the Company during theFinancial Year.

For and on behalf of the Board of Directors
Falgunbhai C. Patel
Date : May 30 2016 Chairman & Managing Director
Place : Ahmedabad (DIN 00050174)
Encl.: Annexure A to Annexure F