You are here » Home » Companies » Company Overview » Sambhaav Media Ltd

Sambhaav Media Ltd.

BSE: 511630 Sector: Media
NSE: SAMBHAAV ISIN Code: INE699B01027
BSE 00:00 | 04 Mar 2.68 0.08
(3.08%)
OPEN

2.60

HIGH

2.68

LOW

2.58

NSE 00:00 | 04 Mar 2.65 0
(0.00%)
OPEN

2.65

HIGH

2.70

LOW

2.55

OPEN 2.60
PREVIOUS CLOSE 2.60
VOLUME 3325
52-Week high 3.15
52-Week low 1.25
P/E
Mkt Cap.(Rs cr) 51
Buy Price 2.55
Buy Qty 2500.00
Sell Price 2.71
Sell Qty 2000.00
OPEN 2.60
CLOSE 2.60
VOLUME 3325
52-Week high 3.15
52-Week low 1.25
P/E
Mkt Cap.(Rs cr) 51
Buy Price 2.55
Buy Qty 2500.00
Sell Price 2.71
Sell Qty 2000.00

Sambhaav Media Ltd. (SAMBHAAV) - Director Report

Company director report

To

The Members

Sambhaav Media Limited

The Directors of your Comapany are pleased to present the 30th(Thirtieth) Annual Report of your Company together with the Audited FinancialStatements for the Financial Year ended on March 31 2020.

FINANCIAL HIGHLIGHTS :

The performance of the Company for the Financial Year 2019-20 is asunder:

(' in Lakhs except per equity share data)

Particulars

Standalone

Consolidated

March 31 2020 March 31 2019 March 31 2020 March 31 2019
Revenue from Operations 4868.55 4248.21 4832.77 4248.21
Add: Other Income 461.38 237.41 477.07 258.57
Total Income 5329.93 4485.62 5309.84 4506.78
Revenue Expenditure 4366.01 3465.00 4341.7 3488.77
Depreciation and Amortization 663.44 461.78 639.34 442.76
Finance Cost 284.57 202.21 285.99 203.12
Total Exepenses 5314.02 4128.99 5267.03 4134.65
Profit Before Share of Profit/(Loss) of Joint Venture 15.91 356.63 42.81 372.13
Share of Profit/ (Loss) of Joint Venture - - (31.07) -
Profit Before Tax 15.91 356.63 11.74 372.13
Less: Current Tax - 75.37 1.79 76.97
Less: Adjustments of tax for earlier Years - 6.50 - 6.50
Less: Deferred Tax (42.30) 32.17 (42.30) 31.35
Net Profit after Tax 58.21 242.59 52.25 257.31
Other Comprehensive Income for the year 5.32 (7.51) 6.80 (5.50)
Total Comprehensive Income for the year 63.53 235.08 59.05 251.81
Add: Balance Brought forward from previous Financial Year 3589.72 3354.64 3713.98 3462.17
Profit available for Appropriation 3653.25 3589.72 3773.03 3713.98
Add: Security Premium 2995.47 2995.47 2995.46 2995.46
Add: Capital Reserve 2.28 2.28 2.28 2.28
Surplus carried to Balance Sheet 6651.00 6587.47 6770.77 6711.72
Share Capital 1911.11 1911.11 1911.11 1911.11
Net Worth 8562.11 8498.58 8681.88 8622.83
Earning Per Share [EPS]
Basic 0.03 0.12 0.03 0.13
Diluted 0.03 0.12 0.03 0.13

Notes:

(1) The above figures are extracted from the standalone andconsolidated financial statements as per Indian Accounting Standards.

(2) Equity Shares are at par value of '1 per share.

STATE OF AFFAIRS OF THE COMPANY/ REVIEW OF OPERATIONS:

As informed the Company have implemented FM Radio project for 8 (eight)FM Channels in Gujarat including Bhavnagar in April 2019. For the remaining five FM RadioChannels in Union Territory Jammu and Ladakh the Company was vigorously following up withthe various departments and we got the clearance for Bhadarwah Kathua and Poonch. Due toremoval of Article 370 it was further delayed on account of restrictions for movement ofother than necessary items. The state of Jammu & Kashmir also bifurcated into twoUnion territories as Jammu and Ladakh The Company has successfully started operations inJammu for Bhaderwah and Kathua in the financial year under review and Poonch from June2020. Now remaining two FM Channels of Leh and Kargil in Ladakh is concerned the Companyis hoping that it will be in operations in 2nd (second) quarter of FY2020-2021.

With regard to financial performance during the year the revenue forfinancial year March 312020 stood at ' 4868.55 Lakhs as against ' 4248.21 Lakhs in theprevious year which shows rise in revenue of ' 620.34 Lakhs due to operations of all 8(eight) FM stations of Gujarat. After providing for depreciation and net taxation(including deferred tax) of ' 663.44 Lakhs & ' (42.30) Lakhs respectively the netprofit of the Company for the year under review was placed at ' 58.21 Lakhs as against '242.59 Lakhs in the previous year.

There are no material changes and commitments have occurred other thanmentioned above after the close of the financial year till the date of this Report whichaffect the financial position of the Company.

CHANGE IN NATURE OF BUSINESS:

During the Financial year under review there has been no change in thenature of business of the Company.

IMPACT OF COVID- 19 AND LOCKDOWN:

In the last month of FY 2019- 20 the COVID- 19 pandemic developedrapidly into a global crisis forcing Governments to enforce lockdowns of all economicactivity. However Print and electronic media business of the Company is considered as‘essential services' category as per the Ministry of Home Affairs (MHA) andaccordingly these operations of the Company were continued during such period.

However the focus immediately shifted to ensuring the health andwell-being of all employees and on minimizing disruption to services under the City. Forsecurity purpose many employees of the Company switch to work remotely and securely fromhome. The Company also adheres to comply with various directives issued by the Government.Hence the broad impact of COVID- 19 on the Company is as under:

Advertisement Revenue: While April 2020 saw a marked reduction inadvertisement revenues in print and electronic media on account of lockdown due to COVID-19 pandemic. The Company is confident that advertisement revenues are likely to recoveronce the lockdown restrictions are eased further.

As the FM Radio is the new initiative the Company kept all RadioStations running in Gujarat and Jammu & Kashmir despite lockdown and providedentertainment to the listeners. Since there is no activity during the lockdownadvertisement revenue has been adversely impacted during the period.

The Transit TV Channel in the name of "Wise TV" installed inthe buses of Gujarat State Road Transport Corporation (GSRTC) for which operations weresuspended by the Corporation for its entire fleet of buses as instructed by the StateGovernment. Hence the revenue for entire lockdown period have been lost by the Company.

The Intelligent Vehicle Tracking and Passenger Information System (IVT& PIS) installed in the buses of GSRTC continued to provide its services for 24X7including lockdown period. The Corporation has informed the Company on April 18 2020 thatthey would not avail the services during the lockdown period but in the meantime theCompany has raised its charges for Q4 FY 2019-20. The Company is hoping to resolve thematter as early as possible accordingly this will have impact on Q1 FY 2020-21.

1. Ability to maintain operations including the factories/ units/office spaces functioning and closed down:

As per the advisories issued by the Government of India the Companybeing a Print and Electronic Media Company has continued operations even during thelockdown by taking serious measures to ensure safety and health of all our employees andencouraging them to work from home.

2. Schedule if any for restarting the operations:

Not applicable as the operations of the Company were continued duringthe lockdown.

3. Steps taken to ensure smooth functioning of operations:

The Company has taken all the requisite measures to ensure socialdistancing hygiene practices and sanitization of office periodically to help fightagainst the spread of COVID- 19 pandemic.

4. Estimation of the future impact of COVID- 19 on its operations:

The economic activity of the Company has not been fully resumed andhence the future impact cannot be ascertained at this point

of time. The Company will continue to monitor the fast-changingenvironment as it evolves and will keep all concerns updated on material developments.Subject to the COVID- 19 situation improving in the country the Company anticipatesnormalcy to start setting in towards the end of Q2 FY 2020-21.

5. Details of impact of COVID- 19 on the Company:

a) Capital and Financial resources - The Company is havingenough capital and adequate banking limits are in place;

b) Profitability - During the current period profitability isunder pressure especially profitability for the Q1 FY 2020-21 is likely to hamperdrastically as mentioned for the reasons in para (1).

c) Liquidity position - Since the Company has invested in FMRadio project from its own reserves due to this the Company is having short term liquiditycrunch during COVID- 19 period but taking the appropriate steps able to manage the initialperiod. If necessary the Company will avail stimulate package announced by the Governmentof India.

d) Ability to service debt and other financing arrangements - TheCompany is having working capital limits with the banks that are being serviced and we donot anticipate any issues with our ability to continue servicing the same.

e) Assets - The assets of the Company are secured and are inproper working condition.

f) Internal financial reporting and control - The Company hasadopted enough measures along with daily review mechanisms to effectively manage InternalFinancial reporting and processes. The Company has robust internal control system that hasbeen functional during the lockdown.

g) Supply chain - The Company has not faced any disruption inraw material supplies.

h) Demand for its products/ services - The Company is in thebusiness of print and electronic media and the advertisement revenue is severely impacted.The Company is positive and expects advertisement revenue will start picking up from thecurrent low level once the lockdown is completely lifted.

6. Existing contracts/ agreements where non- fulfillment of theobligations by any party will have significant impact on Company's business -

a) The Company has entered into a contract with GSRTC to install andrun Public Entertainment System (PES) in the buses and bus depots of GSRTC for whichoperations were suspended by the Corporation for its entire fleet of buses as instructedby the State Government. Hence the revenue for entire lockdown period have been lost bythe Company.

b) The Company has entered into an agreement with GSRTC to installIntelligent Vehicle Tracking and Passenger Information System (IVT & PIS) in the busesof GSRTC. The Company continued to provide its services for 24X7 including lockdownperiod. The Corporation has informed the Company on April 18 2020 that they would notavail the services during the lockdown period but in the meantime the Company has raisedits charges for Q4 FY 2019-20. The Company is hoping to resolve the matter as early aspossible accordingly this will have impact on Q1 FY 2020-21.

REPORT ON PERFORMANCE OF SUBSIDIARY COMPANIES PURSUANT TO RULE 8 (1) OFTHE COMPANIES (ACCOUNTS) RULES 2014:

Your Company is undertaking various projects and work throughsubsidiaries and joint ventures. As per Section 129 (3) of the Companies Act 2013 yourDirectors have pleasure in attaching the consolidated financial statements prepared inaccordance with the applicable accounting standards with this report.

In accordance with Section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements are available at theCompany's website at www.sambhaav.com. The audited financial statements of thesubsidiary and joint venture are available for inspection at the Company's registeredoffice at Ahmedabad and also at registered offices of the respective companies. Copies ofthe annual accounts of the subsidiary and joint venture will also be made available to theinvestors of Sambhaav Media Limited upon request.

In terms of proviso to Section 129(3) and Rule 8(1) of the Companies(Accounts) Rules 2014 statement containing the salient features; of the subsidiariesassociates and joint ventures in the prescribed Form: AOC- 1 is annexed to this report as "AnnexureA". The Company has formed a policy for determining material subsidiaries whichhas been uploaded at the website of the Company at www.sambhaav.com

COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES ASSOCIATES ORJOINT VENTURES DURING THE YEAR:

There is no change in subsidiaries associates and joint venturesCompanies during the year.

TRANSFER TO RESERVES:

During the year under review the Company has transferred all of itsNet Profit of the year 2019-20 to Reserves.

DIVIDEND:

In order to conserve the resources for future growth and to createlong-term value for the investors the Board of Directors of your Company do not proposethe payment of any dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review your Company has not accepted any depositsfrom the public within the meaning of the provisions of Section 73 and 76 the CompaniesAct 2013.

INSURANCE:

All the existing properties of the Company are adequately insured.

DIRECTORATE:

Mr. N R Mehta (DIN: 00092386) Mr. O P Bhandari (DIN: 00056458) andMr. Dilip D Patel (DIN: 01523277) were re- appointed as an Independent Directors at the 29th(Twenty- ninth) Annual General Meeting of the Company held on September 27 2019 for aperiod of five years w.e.f. September 20 2019 to September 19 2024. Also theappointment of Mrs. Gouri P Popat (DIN: 08356151) was regularised from Additional Directorto Independent Woman Director of the Company for a term of 5 (Five) consecutive yearsw.e.f. February 12 2019 to February 11 2024 not liable to retire by rotation at the 29thAnnual General Meeting of the Company.

During the year Mr. Amit Kumar Ray (DIN: 06468634) was re- appointedas a Whole- Time Director of the Company w.e.f. February 12 2019 for a further period of3 (Three) Years at the 29th Annual General Meeting of the Company.

Pursuant to Section 152 of the Companies Act 2013 Mr. Manoj BVadodaria (DIN: 00092053) Director of the Company who retires by rotation at the ensuingAnnual General Meeting of the Company and being eligible offers himself for re-appointment.

During the year under review Mr. Sachin Kotak has resigned as a ChiefFinancial Officer of the Company w.e.f. July 26 2019 and Mr. Renil Shah is appointed as aChief Financial Officer of the Company on recommendation of the Audit as well asNomination & Remuneration Committee w.e.f. January 212020 pursuant to the provisionsof Section 203 of the Act.

Except as mentioned herein above there is no other change in the Boardof Directors and Key Managerial Personnel of the Company during the year.

All the Directors have confirmed that they are not disqualified frombeing appointed as Directors in terms of Section 164 of the Companies Act 2013.

Statement regarding opinion of the Board with regard to appointment ofIndependent Director during the year:

In the opinion of the Board the Independent Directors appointed duringthe year possess highest level of integrity rich experience and requisite expertise inrelevant area. With regard to proficiency Mr. N R Mehta (DIN: 00092386) Mr. Dilip DPatel (DIN: 01523277) and Mr. O P Bhandari (DIN: 00056458) are exempt from the requirementof online proficiency self-assessment test. Mrs. Gouri P Popat (DIN: 08356151) will beundertaking the online proficiency test in due course.

Declaration given by Independent Directors:

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of independence asprescribed under sub-section (6) of Section 149 of the Companies Act 2013 and Regulation25 read with 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and that there has been no change in the circumstances which may affecttheir status as an Independent Director and the same has been noted by the Board. TheIndependent Directors have complied with the Code for Independent Directors prescribed inSchedule IV to the Companies Act 2013.

Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and SEBI Circulardate 10 May 2018; an annual performance evaluation of the members of the Board of its ownindividually and working of various committees of the Board was carried out. Further in aseparate meeting of the Independent Directors held on January 212020 without presence ofother Directors and management the Independent Directors had based on various criteriaevaluated performance of the Chairman and also performance of the other members of theBoard. The manner in which the performance evaluation was carried out has been explainedin the Corporate Governance Report annexed with this report.

BOARD AND COMMITTEE MEETINGS:

During the year under review 5 (Five) Board Meetings 5 (Five) AuditCommittee Meetings 2 (Two) Nomination and Remuneration Committee Meetings and 1 (One)Stakeholders Relationship Committee Meeting were held. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013.

The details of the meetings are disclosed in the Corporate GovernanceReport appended to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Companies Act2013 in relation to the Annual Financial Statements for the Financial Year 2019-20 yourDirectors confirm that:

a) In the preparation of Annual Accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;

b) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) The Directors have prepared the Annual Accounts on a going concernbasis;

e) The Directors have laid down an adequate system of internalfinancial control to be followed by the Company and such internal financial controls areadequate and operating efficiently; and;

f) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and wereoperating effectively.

REPORTING OF FRAUD:

During the year under review there was no instance of any fraud whichhas been reported by any Auditor to the Audit Committee or the Board.

ALTERATION OF MEMORANDUM AND ARTICLE OF ASSOCIATION:

During the year under review no changes have been made in the clausesof Memorandum and Articles of Association of your Company.

SHARE CAPITAL:

During the year there is no change in the share capital of theCompany. Presently the paid-up capital of your Company is ' 191110840/- comprising of191110840 equity shares of ' 1/- each.

INDIAN ACCOUNTING STANDARDS:

Pursuant to the notification issued by the Ministry of CorporateAffairs (MCA) dated February 16 2015 relating to the Companies (Indian AccountingStandard) Rules 2015 your Company its subsidiary companies associate companies andjoint venture Companies have adopted "IND AS" with effect from April 012017 andthe financial statements have been prepared in accordance therewith.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has implemented all the procedure and adopted all thepractices in conformity with the code of Corporate Governance as enumerated in Schedule Vof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. TheManagement Discussion and Analysis and Corporate Governance Report are made part of thisreport. A Certificate from the Statutory Auditor regarding compliance of the conditions ofCorporate Governance is given in annexure which is attached hereto and forms part of theDirectors' Report.

STATUTORY AUDITORS AND AUDITOR'S REPORT:

The Board of Directors of the Company at its meeting held on May 202019 had appointed M/s. R K Doshi & Co LLP Chartered Accountants (ICAI RegistrationNo. 102745W/ W100242) as the Statutory Auditor of the Company. Further the Members ofthe Company at the 29th Annual General Meeting of the Company held on September27 2019 approved the appointment of M/s. R K Doshi & Co LLP Chartered Accountantsfor a period of 5 (Five) years commencing from the conclusion of 29th AnnualGeneral Meeting till the conclusion of 34th Annual General Meeting. Also ithad confirmed that they have subjected themselves to the peer review process of Instituteof Chartered Accountants of India ("ICAI") and hold valid (Certificate No.010113) issued by the Peer Review Board of the ICAI and they are not disqualified to beappointed as Statutory Auditor in terms of the provisions to section 139(1) section141(2) and section 141(3) of the Act and the provisions of the Companies (Audit andAuditors) Rules 2014.

The requirement to place the matter relating to appointment of auditorsfor ratification by Members at every AGM has been done away by the Companies (Amendment)Act 2017 w.e.f. May 7 2018. Accordingly no resolution is being proposed forratification of appointment of Statutory Auditor at the ensuing Annual General Meeting.

The Auditor's Report issued to the Members for the year under review byM/s. R K Doshi & Co LLP which is attached to this Annual Report does not contain anyqualification except as mentioned in clause ‘g' under ‘Report on Other Legal andRegulatory Requirements' with respect to remuneration. The managerial remuneration paid tothe Directors exceeded the limits as specified under section 197 of

the Companies Act 2013 due to inadequacy of profits during the yearunder review. The Company has complied with the provisions of sub-section (9) of section197 as recovered the excess amount. The Notes to the accounts referred to in the Auditor'sReport are selfexplanatory and therefore do not call for any further clarifications underSection 134(3)(f) of the Act.

SECRETARIAL AUDITOR'S REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Mr. Umesh Ved Practicing Company Secretary (Membership No. 4411) ofM/s. Umesh Ved & Associates to undertake the Secretarial Audit of the Company for theyear 2019-20. The report of the Secretarial Auditor is annexed herewith as "AnnexureB". The report of the secretarial auditor is self-explanatory and confirmingcompliance by the Company of all the provisions of applicable corporate laws. TheSecretarial Auditor's Report issued to the Members for the year under review which isattached to this Annual Report does not contain any qualification except the managerialremuneration paid to the Directors exceeded the limits as specified under section 197 ofthe Companies Act 2013 due to inadequacy of profits during the year under review. TheCompany has complied with the provisions of sub-section (9) of section 197 as recoveredthe excess amount.

Pursuant to the SEBI circular dated February 08 2019 the Company hasobtained an Annual Secretarial Compliance Report from M/s. Umesh Ved & AssociatesPracticing Company Secretaries Ahmedabad.

AUDIT COMMITTEE:

The Company has constituted an Audit Committee in accordance with theprovisions of Section 177 of the Companies Act 2013 and Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Committee reviewed thefinancial results and financial statements audit process internal control system scopeof internal audit related party transactions and compliance of related regulations asprescribed. The Composition and terms of reference of the Audit Committee is morespecifically given in the Corporate Governance Report as a part to this report.

VIGIL MECHANISAM (WHISTLE BLOWER POLICY):

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers)Rules 2014 read with Section 177(9) of the Act and Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has adopted aVigil Mechanism (Whistle Blower Policy) for the employees of the Company. The objectivebehind such policy is to establish a redressal forum which addresses all concerns raisedon questionable practices and through which the Directors and employees can raiseinstances of unethical behavior actual or suspected fraud or violation of the Company'scode of conduct to the management. The details of the Whistle Blower Mechanism areexplained in the Corporate Governance Report and such policy is available on the Company'swebsite at www.sambhaav.com under ‘Investor' segment.

DISCLOSURE IN TERMS OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

During the year under review the Company has revised the policy andfor Prevention of Sexual Harassment at Work place (POSH) and re-constituted an InternalComplaints Committee pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 in the Board Meeting held on May 20 2019. This helpsemployees to register their complaints against sexual harassment and the right to workwith dignity.

During the year under review the Company has not received anycomplaints in this regard.

MONITORING AND PREVENTION OF INSIDER TRADING:

In terms of the Regulation 9 of SEBI (Prohibition of Insider Trading)Regulations 2015 as amended; the Company has adopted revised Code of Conductprohibiting regulating and monitoring the dealings in the securities of the Company byInsiders and Designated Persons while in possession of Unpublished Price SensitiveInformation (UPSI) in relation to the securities of the Company. The code of conduct isavailable at the Company's website at www.sambhaav.com under ‘Investor'segment.

The Company has also in terms of Regulation 9A of the SEBI (Prohibitionof Insider Trading) Regulations 2015; put in place institutional mechanism for preventionof insider trading. The audit committee on yearly basis review the compliances made underthe regulation as well as the effectiveness of the internal control system to monitor andprevent insider trading.

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8(3) OF THE COMPANIES(ACCOUNTS) RULES 2014:

There is no foreign exchange earnings and outgo during the year underreview. Conservation of energy has always been of immense importance to your Company andall the equipments consuming energy have been placed under continuous and strictmonitoring. In view

of the nature of the operations no report on the other matters isrequired to be made under section 134(3)(m) of the Companies Act 2013 read with Rule 8(3)of the Companies (Accounts) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT MADE BY THE COMPANYDURING THE YEAR:

As regards investments by the Company the details of the same areprovided under Note No. 36 forming part of the notes to financial statements of theCompany for the financial year 2019-20. Details of loans given to other persons coveredunder Section 186 of the Companies Act 2013 are given in the Note No. 36 of the notes tothe Standalone Financial Statements.

RELATED PARTY TRANSACTIONS:

Pursuant to Regulation 23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has adopted policy on dealing with relatedparty transactions. Such Policy intends to ensure that proper reporting; approval anddisclosure processes are in place for all transactions between the Company and the relatedparties. All related party transactions that were entered into by the Company during thefinancial year were in the ordinary course of business and at arm's length basis. Thereare no material significant related party transactions made by the Company with itsDirectors Promoters Key Managerial Personnel or their relative. All Related PartyTransactions are placed before the Audit Committee/ Board as applicable for theirapproval. Omnibus approval is taken for the transactions which are repetitive in nature.Accordingly the disclosure of related party transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable to the Company.

The policy on related party transactions as approved by the Board isavailable on the website of the company www.sambhaav.com under investor segment.

Disclosures of transactions with related parties in terms of Schedule Vread with Regulation 34(3) and 53(f) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended is given in Note No. 35 of the Notes to theStandalone Financial Statements.

INTERNAL FINANCIAL CONTROL SYSYTEM AND THEIR ADEQUACY:

The Company has an internal control system in terms of the requirementsunder Section 134(5)(e) of the Companies Act 2013 commensurate with the size scale andcomplexity of its operations which is cognizant of applicable laws and regulations andthe accurate reporting of financial transactions in the financial statements. The Companyis continuously trying to upgrade such systems in place and also it is supplemented byextensive internal audits conducted by independent firms of Chartered Accountants.

RISK MANAGEMENT:

Your Company recognizes that risks are integral part of businessactivities and is committed to mitigating the risks in a proactive and efficient manner.Also Risk Management process includes risk assessment minimization procedures andperiodical review to ensure that executive management controls risk by means of a properlydesigned framework. The Audit Committee is kept reviewed such risk management processwhich are more specifically discussed in Management Discussion & Analysis (MDA) reportas a part of the Annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not exceed the threshold limits mentioned in Section135(1) of the Companies Act 2013. Therefore the provisions pertaining to CorporateSocial Responsibility (CSR) are not applicable to the Company.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY ON DIRECTORSAPPOINTMENT AND REMUNERATION :

Pursuant to the provisions of Section 178 of the Companies Act 2013and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has constituted Nomination and Remuneration Committee and adopted policyon appointment and remuneration of Directors and Key Managerial Personnel. Thecomposition terms of reference of the Committee are given in the Corporate GovernanceReport as a part to this Report. The said policy is also available at the website of theCompany at www.sambhaav.com under the ‘Investor' segment.

MATERIAL CHANGES:

No material changes have taken place after March 312020 and till thedate of this report except as reported herein above with respect to the impact of COVID-19and lockdown.

EMPLOYEES:

During the year under review no employee of the Company was in receiptof remuneration in excess of the limits prescribed under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

PARTICULARS OF EMPLOYEES:

The information as required pursuant to Section 197(12) of theCompanies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companywill be provided upon request. In terms of the provisions of Section 136(1) of theCompanies Act 2013 the annual report and accounts are being sent to the members andothers entitled thereto excluding the information on employees' particulars which isavailable for inspection by the members at the registered office of the company duringbusiness hours on any working day of the Company up to the date of ensuing Annual GeneralMeeting. If any member is interested in obtaining a copy thereof such member may write tothe Company Secretary in this regard. Disclosure pertaining to remuneration and otherdetails as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 aregiven in the "Annexure C" to this report.

DISCLOSURES IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

The information as required under Rule 5(1) and 5(2) of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 are given in "AnnexureC" to this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all applicable mandatory SecretarialStandards issued by the Institute of Company Secretaries of India (ICSI).

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURT OR TRIBUNALS:

During the year under review there were no material and significantorders passed by the regulators of courts or tribunals impacting the going concern statusand the Company's operations in future.

EXTRACT OF THE ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framedthereunder the extract of the Annual Return in Form MGT- 9 for F.Y 2019- 20 is annexedas "Annexure D" which forms an integral part of this Report and same isalso available on the Company's website at www.sambhaav.com.

APPRECIATIONS AND ACKNOWLEDGMENTS:

The Directors thank the Company's employees customers vendorsclients and partners for their continuous support dedication and commitment towardstheir respective work. The Directors also take this opportunity to thank all InvestorsBanks Financial Institutions Stakeholders Corporations Government and RegulatoryAuthorities and their agencies and Stock Exchanges for their continued cooperation.

The Directors regret the loss of lives due to COVID- 19 pandemic andare deeply grateful and have immense respect for every person who risked their life andsafety to fight this pandemic COVID- 19.

Date: June 29 2020 For and on behalf of the Board of Directors
Place: Ahmedabad
Kiran B Vadodaria
Chairman & Managing Director
DIN:00092067

.