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Sambhaav Media Ltd.

BSE: 511630 Sector: Media
NSE: SAMBHAAV ISIN Code: INE699B01027
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(2.56%)
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OPEN 2.00
PREVIOUS CLOSE 1.95
VOLUME 1748
52-Week high 5.75
52-Week low 1.81
P/E 16.67
Mkt Cap.(Rs cr) 38
Buy Price 1.90
Buy Qty 2000.00
Sell Price 2.05
Sell Qty 500.00
OPEN 2.00
CLOSE 1.95
VOLUME 1748
52-Week high 5.75
52-Week low 1.81
P/E 16.67
Mkt Cap.(Rs cr) 38
Buy Price 1.90
Buy Qty 2000.00
Sell Price 2.05
Sell Qty 500.00

Sambhaav Media Ltd. (SAMBHAAV) - Director Report

Company director report

To

The Members

Sambhaav Media Limited

Your Directors take pleasure in presenting the Twenty Ninth Annual Report ofyour Company together with Audited Financial Statements for the year ended March312019.

FINANCIAL HIGHLIGHTS :

The performance of the Company for the Financial Year 2018-19 is as under:

Particulars

Standalone

Consolidated

March 31 2019 March 31 2018 March 31 2019 March 31 2018
Revenue from Operations 4248.21 4035.07 4248.21 4035.07
Add: Other Income 237.41 335.29 258.57 373.06
Total Income 4485.62 4370.36 4506.78 4408.13
Less: Revenue Expenditure 3465.00 3186.75 3488.77 3243.49
Less: Depreciation and Amortization 461.78 376.24 442.76 360.60
Less: Finance Cost 202.21 241.11 203.12 242.84
Profit Before Tax 356.63 566.26 372.13 561.20
Less: Current Tax 75.37 180.51 76.97 184.40
Less: Adjustments of tax for earlier Years 6.50 (45.13) 6.50 (45.13)
Less: Deferred Tax 32.17 15.97 31.35 15.97
Net Profit after Tax 242.59 414.91 257.31 405.96
Share of Profit/ (Loss) of associate - - - -
Net Profit 242.59 414.91 257.31 405.96
Other Comprehensive Income for the year (7.51) (3.02) (5.50) (3.02)
Total Comprehensive Income for the year 235.08 411.89 251.81 402.94
Add: Balance Brought forward from previous Financial Year 3354.64 2942.75 3462.17 3059.23
Profit available for Appropriation 3589.72 3354.64 3713.98 3462.17
Add: Security Premium 2995.47 2995.47 2995.47 2995.47
Add: Capital Reserve 2.28 2.28 2.28 2.28
Surplus carried to Balance Sheet 6587.47 6352.39 6711.72 6459.91
Share Capital 1911.11 1911.11 1911.11 1911.11
Net Worth 8498.58 8263.50 8622.83 8371.02
Earning Per Share [EPS]
Basic 0.12 0.24 0.13 0.24
Diluted 0.12 0.22 0.13 0.21

Notes:

(1) The above figures are extracted from the standalone and consolidated financialstatements 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:

In the Financial Year 2018-19 the Company has further completed the work ofinstallation of Global Positioning System (GPS) for total 409 buses of Gujarat State RoadTransport Corporation (GSRTC) thus total GPS 8409 buses is successfully operating andmaintaining the same. The Company is also looking forward for the similar project forother states.

As informed in earlier for FM Radio Channels project for 13 cities the Company hassuccessfully started operations of Jamnagar Bharuch Godhra Mehsana Veraval PorbandarJunagadh in the year under review. Due to some technical reasons operations of Bhavnagarwere started in April 2019. Thus implementation of 8 FM Radio Channels project of GujaratState is completed. Due to various other Governments Departments are involved in the FMRadio project the final approval for the Jammu & Kashmir FM Radio Channels have beendelayed. We are anticipating the final approval for all the five Channels of Jammu &Kashmir within a month time and start the implementation for the same in second quarter ofthe current year.

The Company has obtained Lease Finance of ' 15 Crore to meet the financial requirementsfrom Tata Capital Financial Services Limited as our bankers could not sanction the termloan as the bank was under PCA (Prompt Corrective Action).

The Company has started its digital business of online news portal by entering into aJoint Venture with M/s. Nascent Info Technologies Private Limited.

With regard to financial performance during the year the revenue for financial yearMarch 312019 stood at ' 4248.21 Lakhs as against ' 4035.07 Lakhs in the previous yearwhich shows rise in revenue of ' 213.14 Lakhs due to improvement of performance in all thesegments of the Company. After providing for depreciation and net taxation of ' 461.78Lakhs & ' 114.04 Lakhs respectively the net profit of the Company for the year underreview was placed at ' 242.59 Lakhs as against ' 414.91 Lakhs in the previous year.

There will be further improvement in profitability in the next financial year due togeneration of Revenue from all the licensed FM Radio Channels of the Company.

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.

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

Your Company is undertaking various projects and work through subsidiaries and jointventures. As per Section 129 (3) of the Companies Act 2013 your Directors have pleasurein attaching the consolidated financial statements prepared in accordance with theapplicable accounting standards with this report.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements are available at the Company'swebsite at www.sambhaav.com. The audited financial statements of the subsidiaryandjoint venture are available for inspection at the Company's registered office at Ahmedabadand also at registered offices of the respective companies. Copies of the annual accountsof the subsidiary and joint venture will also be made available to the investors ofSambhaav Media Limited upon request.

In terms of proviso to Section 129(3) and Rule 8(1) of the Companies (Accounts) Rules2014 statement containing the salient features; of the subsidiaries associates and jointventures in the prescribed Form AOC 1 is annexed to this report as "AnnexureA".

COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES ASSOCIATES OR JOINT VENTURESDURING THE YEAR:

During the year under review Company has entered into the Joint Venture with M/s.Nascent Info Technologies Private Limited to carry on the business of Digital Media andOnline News Portal.

There is no other change in subsidiaries associates and joint ventures companiesexcept mentioned above during the year.

TRANSFER TO RESERVES:

During the year under review the Company has transferred all of its Net Profit of theyear 2018-19 to Reserves.

DIVIDEND:

The Board of Directors of your company after considering the requirement of financialresources and in order to create strong economic base and long-term value for theinvestors have decided not to recommend any Dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review your Company has not accepted any deposits from the publicwithin the meaning of the provisions of Section 73 and 76 the Companies Act 2013.

INSURANCE:

All the existing properties of the Company are adequately insured.

DIRECTORATE:

During the year under review Mr. Kiran B Vadodaria re-appointed as Chairman andManaging Director for 5 (Five) years for which approval of members with special majoritywas accorded in the 28th Annual General Meeting held on September 29 2018. Ms.Seema G Saxena - Independent Woman Director (DIN: 07614119) has resigned from theDirectorship on November 14 2018 due to her pre-occupations and busy schedule and thatthere is no other material reason other than those provided in her resignation letter. Ms.Gouri P Popat (DIN : 08356151) appointed as an Independent Woman Director of the Companyw.e.f. February 12 2019 for a period of 5 (Five) Years subject to the approval of theshareholders. Ms. Gouri P Popat appointed as an Additional director will hold officetill the ensuing Annual General Meeting.Mr. Amit Kumar Ray (DIN : 06468634) re-appointedas a Whole-Time Director of the Company w.e.f. February 12 2019 for a further period of 3(Three) Years subject to the approval of the shareholders.

Pursuant to Section 152 of the Companies Act 2013 Mr. Manoj B Vadodaria (DIN:00092053) Director of the Company who retires by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible offers himself for re-appointment. Mr. N R Mehta(DIN: 00092386) Mr. O P Bhandari (DIN: 00056458) and Mr. Dilip D Patel (DIN: 01523277)were appointed as Independent Directors w.e.f. September 20 2014 for a period of 5 (Five)years and the tenure expires on September 19 2019.

Necessary resolutions for the re-appointment of the aforesaid Directors have beenincluded in the Notice convening the ensuing Annual General Meeting and details of theproposal rational justification and performance evaluation report in terms ofapplicable Secretarial Standard on General Meeting (SS-2) for the re-appointment ofIndependent Directors after completion of their first term are mentioned in theexplanatory statement of the Notice.

Except as mentioned hereinabove there is no other change in the Board of Directors andKey Managerial Personnel of the Company during the year.

DECLARATION BY INDEPENDENT DIRECTORS:

All the Directors have confirmed that they are not disqualified from being appointed asDirectors in terms of Section 164 of the Companies Act 2013. The Company has alsoreceived declarations from all the Independent Directors of the Company confirming thatthey meet with the criteria of independence as prescribed under sub-section (6) of Section149 of the Companies Act 2013 and Regulation 25 read with 16(1(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and the same has been noted bythe Board.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI Circular dated May 102018; an annual performance evaluation of the members of the board of its own individuallyand working of various committees of the board was carried out. Further in a separatemeeting of the Independent Directors held on February 12 2019 without presence of otherDirectors 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 4 (Four) Board Meetings 4 (Four) Audit CommitteeMeetings 1 (One) Stakeholders Relationship Committee Meeting and 2 (Two) Nomination andRemuneration Committee Meetings were held. The details of the meetings are given in theCorporate Governance Report as a part to this Directors' Report. The intervening gapbetween the meetings was within 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 inrelation to the Annual Financial Statements for the Financial Year 2018-19 your Directorsconfirm that :

a) In the preparation of Annual Accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;

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 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;

e) The Directors have laid down an adequate system of internal financial control to befollowed by the Company and such internal financial controls are adequate and operatingefficiently; and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and were operating effectively.

REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reportedby 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 clauses of Memorandum andArticles of Association of your Company.

SHARE CAPITAL:

During the year there is no change in the share capital of the Company. Presently thepaid-up capital of the Company is ' 191110840/- comprising of 191110840 equity sharesof ' 1/- each.

INDIAN ACCOUNTING STANDARDS:

Pursuant to the notification issued by the Ministry of Corporate Affairs datedFebruary 16 2015 relating to the Companies (Indian Accounting Standard) Rules 2015 yourCompany its subsidiary companies associate companies and joint venture Companies haveadopted "IND AS" with effect from April 012017 and the financial statementshave been prepared in accordance therewith.

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 SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The ManagementDiscussion and Analysis and Corporate Governance Report are made part of this report. Acertificate from the statutory auditor regarding compliance of the conditions of CorporateGovernance is given in annexure which is attached hereto and forms part of the Directors'Report.

STATUTORY AUDITORS AND AUDITORS' REPORT:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014 an audit firm can act as auditors of a listedcompany for a maximum tenure of two terms of 5 (Five) consecutive years. For the purposeof reckoning this limit existing tenure of the Auditors needs to be counted.

M/s. Dhirubhai Shah & Co LLP (ICAI Registration No.102511W/ W100298) CharteredAccountant have been auditors of the company for 10 (Ten) years and accordingly as perthe above requirement; the term of M/s. Dhirubhai Shah & Co LLP comes to an end withthe conclusion of this Annual General Meeting.

Accordingly as per the aforesaid requirements of the Act and pursuant torecommendation of Audit Committee the Board of Directors has proposed for approval ofshareholders the appointment of M/s. R K Doshi & Co LLP Chartered Accountants(Registration No. 102745W/ W100242) as auditors for a period of 5 (Five) yearscommencing rom the conclusion of 29th Annual General Meeting till theconclusion of 34th Annual General Meeting.

M/s. R K Doshi & Co LLP Chartered Accountants have consented to the aforesaidappointment and confirmed that their appointment if made would be within the limitsspecified under Section 141(3)(g) of the Act. They have further confirmed that they arenot disqualified to be appointed as statutory auditors in terms of the provisions tosection 139(1) section 141(2) and section 141(3) of the Act and the provisions of theCompanies (audit and Auditors) Rules 2014.

The report of the statutory auditor M/s. Dhirubhai Shah & Co LLP is given in thisAnnual Report. There is no qualification reservation or any adverse remark or disclaimerin the audit report for the year 2018-19.

SECRETARIAL AUDITORS' 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. Umesh Ved Practicing Company Secretary (Membership No 4411) of M/s. UmeshVed & Associates to undertake the Secretarial Audit of the Company for the year2019-20. The report of the Secretarial Auditor for the year 2018-19 is annexed herewith as"Annexure B". The report of the secretarial auditor is self-explanatoryand confirming compliance by the Company of all the provisions of applicable corporatelaws.

The observations made in the Secretarial Audit Report are more of procedural delay dueto administrative and operational reasons. With regard to the cases for Income Tax Demandfor ' 123.79 Lakhs are pending for adjudication before the Appellate Authorities. The saidamount is shown as contingent liability in note no. 29 of the notes to financialstatements and no provision has been made therefore.

The delay in filing 1 (One) ROC Form was on account of operational and proceduralmatter. The form was filed with additional fees and compliance was made. There is noimpact on operations and financials on account of such delay.

Pursuant to the SEBI circular dated February 08 2019 the Company has obtained anAnnual Secretarial Compliance Report from M/s. Umesh Ved & Associates PracticingCompany Secretary and shall submit the same to the Stock Exchanges within the prescribedtimelines.

AUDIT COMMITTEE:

The Audit Committee constituted in accordance with the provisions of Section 177 of theCompanies Act 2013 and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Committee reviewed the financial results andfinancial statements audit process internal control system scope of internal audit andcompliance of related regulations as prescribed. The Composition and terms of reference ofthe Audit Committee is more specifically given in the Corporate Governance Report as apart tothis Directors' 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 SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for the employees toreport to the management instances of unethical behavior actual or suspected fraud orviolation of the Company's code of conduct. The detail of the Whistle Blower Mechanism isexplained in the Corporate Governance Report and the policy adopted is available on theCompany's website at www.sambhaav.com under investor segment.

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

The Company has in place an anti-sexual harassment policy and internal complaintcommittee in line with the requirement of the Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013. We follow a gender-neutral approach inhandling complaints of sexual harassment and we are compliant with the law of the landwhere we operate. During the year under review there were no incidences of sexualharassment reported.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

In terms of the Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations2015 as amended; the Company has adopted revised Code of Conduct prohibiting regulatingand monitoring the dealings in the securities of the Company by Insiders and DesignatedPersons. while in possession of unpublished price sensitive information in relation to thesecurities of the Company. The code of conduct is available at the Company's website at www.sambhaav.comunder investor segment.

The Company has also in terms of Regulation 9A of the SEBI (Prohibition of InsiderTrading) Regulations 2015; put in place institutional mechanism for prevention of insidertrading.

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.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT MADE BY THE COMPANY DURING THE YEAR:

As regards investments by the Company the details of the same are provided under NoteNo. 34 forming part of the notes to financial statements of the Company for the financialyear 2018-19. Details of loans given to other persons covered under Section 186 of theCompanies Act 2013 are given in the Note No. 34 relating to related parties forming partof the notes to financial statements.

RELATED PARTY TRANSACTIONS:

In terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has adopted policy on dealing with related partytransactions. All related party transactions that were entered into by the Company duringthe financial year were in the ordinary course of business and were at arm's length basis.There are 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.The Related Party Transactions that were entered into by the Company were to facilitatesmooth functioning of the ordinary course of business and are in the interest of theCompany. Accordingly the disclosure of related party transactions as required underSection 134(3) (h) of the Companies Act 2013 in Form AOC-2 is not applicable.

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

Disclosures of transactions with related parties in terms of Schedule V read withRegulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended is given in Note No. 33 of the Notes to the FinancialStatements.

INTERNAL FINANCIAL CONTROL:

The Board of Directors has in terms of the requirements of Section 134(5)(e) of theCompanies Act 2013 laid down the internal financial controls. The Company has in place awell-defined organizational structure and adequate internal controls for efficientoperations which is cognizant of applicable laws and regulations particularly thoserelated to protection of properties resources and assets and the accurate reporting offinancial transactions in the financial statements. The company continually upgrades thesesystems. The internal control system is supplemented by extensive internal auditsconducted by independent firms of Chartered Accountants.

RISK MANAGEMENT:

Your company recognises that risks are integral part of business activities and iscommitted to managing the risks in a proactive and efficient manner. Your Company hasrobust risk management process involving periodic assessment of various risks andmitigating remedies which are more specifically discussed in MDA report as a part of theAnnual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Though not mandatory under Law your Companyas a part of Clean India Campaign isvoluntarily participating a campaign namely "My Own Street" to spread awarenessof environmental protection and cleanliness by encouraging people to participate and makehabit to keep the society clean. This initiative is well appreciated by all.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY ON DIRECTORS APPOINTMENT ANDREMUNERATION:

Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 19of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companyhas constituted Nomination and Remuneration Committee and adopted policy on appointmentand remuneration of Directors and Key Managerial Personnel. The composition terms ofreference of the Committee are given in the Corporate Governance Report as a part to theDirectors' Report.

The Company has adopted revised Policy on Nomination & Remuneration Committeecontaining criteria for determining qualification positive attributes independence ofdirectors director's appointment and remuneration. The gist of the Policy is given in theCorporate Governance Report annexed to the Board Report. The said policy is also availableat the website of the company at www.sambhaav.com under the investor segment.

MATERIAL CHANGES:

No material change has taken place after March 312019 and till the date of thisReport.

EMPLOYEES:

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:

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 REVISED SECRETARIAL STANDARDS:

The Company has complied with all applicable mandatory Secretarial Standards issued bythe Institute of Company Secretaries of India.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT ORTRIBUNALS:

During the year under review there were no material and significant orders passed bythe regulators of courts or tribunals impacting the going concern status and the company'soperations in future.

EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder section 92 of the Companies Act 2013 is annexed as "Annexure D" whichforms an integral part of this Report and is also available on the Company's website at www.sambhaav.com.

APPRECIATIONS AND ACKNOWLEDGMENTS:

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the Company to become a meaningful player in the Media Industry.Your Directors would also like to places on record its appreciation for the support andcooperation your Company has been receiving from its Stakeholders CorporationsGovernment Authorities Joint Venture partners and others associated with the Company. TheDirectors also take this opportunity to thank all Investors Clients Vendors BanksFinancial Institutions Government and Regulatory Authorities and Stock Exchanges fortheir continued support. Your Directors also wish to record their appreciation for thecontinued cooperation and support received from the Consultants and Advisors. Your Companylooks upon them as partners in its progress and has shared with them the rewards ofgrowth. It will be the Company's endeavor to build and nurture strong links with thebusiness based on mutuality of benefits respect for and cooperation with each otherconsistent with consumer interests.

Date: May 20 2019 For and on behalf of the Board of Directors
Place: Ahmedabad
Kiran B Vadodaria
Chairman & Managing Director
DIN: 00092067