To the Members
The Sandesh Limited
Your Directors have pleasure in presenting the 72nd Annual Report andthe Audited Financial Statement for the Financial Year ended March 31 2015.
|1. Financial Highlights: || ||(Rs. In Lacs) |
|Particulars ||2014-15 ||2013-14 |
|Revenue from operations ||34488.84 ||31318.22 |
|Gross Profit of the Company before providing for ||10321.86 ||8347.11 |
|Less : || || |
|Depreciation ||797.80 ||783.88 |
|Taxation ||2883.25 ||2242.35 |
|Managing Directors Remunerations ||937.20 ||740.16 |
| ||4618.25 ||3766.39 |
|Net Profit ||5703.61 ||4580.72 |
|Add : Last years carried forward balance ||2329.52 ||2103.04 |
| ||8033.13 ||6683.76 |
|APPROPRIATION || || |
|Proposed Dividend ||302.78 ||302.78 |
|Taxation ||61.63 ||51.46 |
|Transfer to General Reserve ||7000.00 ||4000.00 |
|Balance carried forwarded to Balance Sheet ||668.72 ||2329.52 |
| ||8033.13 ||6683.76 |
|DIVIDEND || || |
|40 % on 7569421 Equity Shares of `10/- each ||302.78 ||302.78 |
|(Last year 40% on 7569421 Equity Shares of `10/- each) || || |
2. Review of Operation and the state of the Companys affairs:
During the year under review the income from operations has increased by 10.12% i.e.from Rs. 31318.22 Lacs to Rs. 34488.84 Lacs as compared to the previous Financial Year.Circulation revenue increased by 14.41% i.e. Rs. 1114.11 Lacs during the year from Rs.7730.73 Lacs to Rs. 8844.84 Lacs. Advertisement Revenue increased by 11.21% i.e. Rs.2100.13 Lacs during the year from `18735.10 Lacs to Rs. 20835.23 Lacs.
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 Management Discussionand Analysis Report forming part of this Report.
3. Dividend & transfer to reserve:
Your Directors are pleased to recommend dividend of 40% (Rs. 4.00 per equity share of`10/- each) for the Financial Year ended March 31 2015 (In previous Financial Yeardividend was declared @ 40% i.e. Rs. 4.00 per equity share of Rs. 10/- each). The proposeddividend payment would entail an outflow of Rs. 364.41 Lacs including Dividend Tax.Further the Board has recommended a transfer of Rs. 7000.00 Lacs to the general reserveand an amount of Rs. 668.72 Lacs is retained as surplus in the Statement of Profit andLoss.
4. Transfer of Amounts to Investor Education and Protection Fund:
The Company had declared dividend for the Financial Year 2006-07 and amount became duewas transferred to the Investor Education and Protection Fund. The unpaid/unclaimeddividend for the financial year 2007-2008 will be due for transfer to the "InvestorEducation & Protection Fund" established by the Central Government.
5. Directors Responsibility Statement:
Your Companys 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 Act and the clause 49 of the Listing Agreementwith Stock Exchanges provides the definition of independent director andbased on the confirmations received from the Independent Directors under the provisions ofsection 149(7) of the Act and on evaluation of the relationships disclosed the followingNon-Executive Directors are considered as Independent 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 four (4) times during the FinancialYear 2014-15 and the gap intervening between two (2) meetings of the Board ofDirectors is as prescribed in the applicable provisions of the Act. The CorporateGovernance Report contains the details of the Board Meetings held during the FinancialYear under review. b) Appointment & Re-appointment
Smt. Pannaben F. Patel (DIN 00050222) retires by rotation and being eligible offerherself for re-appointment at the ensuing Annual General Meeting of the Company.
Your Directors recommend that the resolutions relating to the appointment of Smt.Pannaben F. Patel (who is liable to retire by rotation) as Director and appointment ofShri Yogesh Jani as Whole Time Director liable to retirement by rotation be passed.Pursuant to the provisions of Clause 49 of the Listing Agreement brief resumes of boththe Directors are furnished along with the Explanatory Statement to the Notice to theAnnual General Meeting of the Company.
Pursuant to the provisions of section 161(1) of the Act and the Articles of Associationof the Company the Board of Directors of your Company based on the recommendation of theNomination & Remuneration Committee appointed Shri Yogesh Jani as an AdditionalDirector (designated as Whole Time Director) of the Company effective August 11 2015 andhe shall hold office up to the date of the ensuing Annual General Meeting. Accordinglyhis candidature for appointment as a Whole Time Director of the Company is included atItem No. 5 and Item No. 6 of the Notice to the Annual General Meeting. Shri Yogesh Jani isdesignated as the Key Managerial Personnel pursuant to the provisions of section 203 ofthe Act.
Pursuant to the provisions of sections 149 150 and 152 of the Act read with theCompanies (Appointment and qualification of Directors) Rules 2014 along with Schedule IVof the Act and the approval of the Members in 71st Annual General Meeting thefollowing Non-executive & Independent Directors can hold office for a term of fiveconsecutive years on the Board of Directors of your Company:
|1. Shri Mukeshbhai Patel ||(DIN 00053892) |
|2. Shri Sandeepbhai Singhi ||(DIN 01211070) |
|3. Shri Shreyasbhai Pandya ||(DIN 00050244) |
|4. Shri Sudhirbhai Nanavati ||(DIN 00050236) |
The above Non-executive & Independent Directors shall not be liable to retire byrotation.
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.
d) Familiarization Program
In terms of the provisions of clause 49 of the Listing Agreement with the StockExchanges the Independent Directors have been familiarized on the Board of the Company bythe functional heads of various departments of the Company which includes detailedpresentations on the vision and mission of the Company its operations business planstechnologies and also future outlook of the entire industry. Details of familiarizationprograms extended to the Non-executive & Independent Directors are also disclosed onthe Company website from time to time athttp://www.sandesh.com/Footer/pdf/board_of_directord/ Familiarization%20Program.pdf.
e) Resignation Cessations and Changes in Directors and Key Managerial Personnel
Shri Falgunbhai C. Patel Chairman & Managing Director Shri Parthiv F. PatelManaging Director Mr. Sanjay Kumar Tandon Chief Financial Officer and Mr. Dhaval PandyaCompany Secretary of the Company were designated as "Key Managerial Personnel"of the Company pursuant to section 2(51) and section 203 of the Act read with applicablerules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.None of the Directors and Key Managerial Personnel of the Company has resigned during thefinancial year under review.
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 the following Committees of the Board of Directors:
1. Audit Committee;
2. Stakeholders Relationship Committee;
3. Corporate Social Responsibility Committee; and
4. Nomination and Remuneration 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 provisions of section 178(4) of the Act 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 Corporate GovernanceReport.
i) Annual Performance Evaluation by the Board
Pursuant to the provisions of the Act and clause 49 of the Listing Agreement with thestock exchanges the Board has carried out an annual evaluation of its performance theDirectors individually as well as the evaluation of the working of its Committees and thefindings were shared individually with the Board Members as well as the Chairman of theCompany. The manner in which the evaluation was carried out has been explained in theCorporate Governance Report.
8. Corporate Governance:
Your Company has been practicing the principles of good corporate governance. Adetailed report on corporate governance is available as a separate section in this AnnualReport. Certificate of M/s. Jignesh A. Maniar & Associates Practicing CompanySecretaries Ahmedabad regarding compliance with the conditions stipulated in theprovisions of clause 49 of the Listing Agreement with the stock exchanges is providedseparately under this Annual Report.
9. Audit Committee and its Recommendations:
The Audit Committee has been constituted in accordance with the provision of the Actand the Rules made thereunder and also in compliance with the provisions of clause 49 ofthe Listing Agreement and more details on the Committee are provided in the CorporateGovernance Report. During the year all the recommendations of the Audit Committee wereaccepted by the Board of Directors of the Company. The Composition of the Audit Committeeis as described in the Corporate Governance Report.
10. Auditors and Audit Reports: a) Statutory Auditors:
The Companys statutory auditors M/s. Manubhai & Shah (Formerly known asManubhai & Co.) (Firm Registration No.106041W) Chartered Accountants Ahmedabad whoretire at the ensuing Annual General Meeting have confirmed their eligibility andwillingness to accept office if their appointment is ratified. The Company has received acertificate from M/s. Manubhai & Shah the Statutory Auditors to the effect that theirappointment if made would be in accordance with the limits specified under the Act andthat they meet the criteria of independence. The proposal for their re-appointment isincluded in the notice for Annual General Meeting sent herewith. The Auditors Reportfor the Financial Year 2014-15 does not contain any qualification reservation or adverseremarks.
The Audit Committee and the Board of Directors recommend the appointment of M/s.Manubhai & Shah 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:
There are no qualifications reservations or adverse remarks made by M/s. Manubhai& Shah the Statutory Auditors in their report for the Financial Year ended March 312015 and the Statutory Auditors have not reported any incident of fraud to the AuditCommittee of the Company in the Financial Year under review. c) Secretarial Auditors:
Pursuant to the provisions of section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 Secretarial Audit has been carried outby M/s. Jignesh A. Maniar & Associates Practicing Company Secretaries Ahmedabad. TheReport of the Secretarial Audit in Form MR-3 for the Financial Year ended March 31 2015is annexed as
Annexure A to the Report. There are no qualifications reservations or adverse remarksmade by the Secretarial Auditor in his report.
11. 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.
12. 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.
13. Management Discussion and Analysis Report:
A detailed chapter on Management Discussion and Analysis; pursuant to theprovisions of clause 49 of the Listing Agreement is annexed and forms part of this AnnualReport. (Within the limits set by the Companys competitive position)
14. 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.
15. Corporate Social Responsibility Initiatives:
Your Company has constituted a Corporate Social Responsibility Committee. The Committeeis constituted to manage and overview the Corporate Social Responsibility program of theCompany. The Corporate Social Responsibility Policy approved by the Board which isavailable at the website of the Company at the link:http://www.sandesh.com/Footer/pdf/CSR%20Policy.pdf. The Annual Report on Corporate SocialResponsibility activities is annexed herewith as Annexure B.
16. Insider Trading Regulations:
In terms of the provisions of the Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 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 and designated employees ofthe Company.
Further the Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 were notified by the Securities and Exchange Board of India on January15 2015 which became effective from May 15 2015. The new Regulations regulate trading byinsiders and also seek to prohibit insider trading. With the coming into force of the saidRegulations a revised Code was adopted by the Company. The Company has also prescribed aCode of practices and procedures of fair disclosures of unpublished price sensitiveinformation and both Codes are in accordance with the said Regulations. The said Codeshave been uploaded on the website of the Company.
17. 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.
18. 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 unauthorised use or disposition and further thatthose transactions are authorised promptly recorded and reported correctly. Adequateinternal financial controls with respect to financial statements are in place. The Companyhas documented policies and guidelines for this purpose. Its Internal Control System hasbeen designed to ensure that the financial and other records are reliable for preparingfinancial and other statements and for 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.
19. 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 of 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 Companys Code of Conduct.
20. Code of Conduct
The Board has laid down the Code of Conduct for all Board Members and the members ofthe senior management of the Company. The said Code is also placed on the website of theCompany. All Board Members and the members of the senior management of the Company haveaffirmed 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.
21. 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.
There was no material litigation outstanding as on March 31 2015 and the details ofpending litigation including tax matters are disclosed in the Financial Statements.
23. 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.
24. Particulars of loans advances investments outstanding during the financial year:
The Company is not required to make disclosure on particulars relating to loansadvances and investments outstanding during the Financial Year under the provisions ofclause 32 of the Listing Agreement as it has not made any such loans advancesinvestments during the financial year under review.
25. 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 arms 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 the Listing Agreement the Companyhas formulated a Policy on materiality of Related Party Transactions and also on dealingwith Related Party Transactions and abridged Related Party Transactions Policy is uploadedon the Companys website and can be accessed athttp://www.sandesh.com/Footer/pdf/RPT%20Policy.pdf.During the year there were no materialrelated party transactions. The Register under section 189 of the Act is maintained andparticulars of transactions are entered in the Register wherever applicable. Furthersuitable disclosure as required by the Accounting Standards (AS18) has been given in theNotes to the Financial Statements. As there were no materially significant related partytransactions entered into by the Company with the related parties during the financialyear under review the details of the related party transactions as required under section134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 asprescribed in Form AOC-2 of the said Rules is not applicable to the Company.
26. Listing Fees:
The Company confirms that it has paid the annual listing fees for the Financial Year2015-16 to BSE Limited Mumbai and National Stock Exchange of India Limited Mumbai.
27. 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 73of the Act and the Rules made thereof): The Company has not accepted any deposits frompublic and as such no amount on account of principal or interest on public deposits wasoutstanding as on the date of the balance sheet.
b) Issue of equity shares with differential rights as to dividend voting orotherwise: The Authorised Share Capital of the Company comprises of 1500000 equityshares of Rs. 10/- each. The paid up equity share capital of the Company as on March 312015 was Rs. 756.94 Lacs comprising of 7569421 equity shares of Rs. 10/- each. During theFinancial Year under review the Company has not issued shares with differential votingrights as to dividend 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 to employees of the company under anyscheme during the Financial Year under
d) Neither the Managing Director(s) nor the Whole-time Director(s) of the Companyreceive any remuneration or commission from any of its subsidiaries: Your Company doesnot have any subsidiary and hence requirement as to disclosure of receipt of remunerationor commission by the Managing Director(s) / Whole Time Director(s) from any ofsubsidiaries of the Company does not arise.
e) Details of significant and material orders passed by the Regulators / Courts /Tribunals impacting the going concern status and the Companys 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)Act 2013 (SHWWA): During the Financial Year under review there were no cases filedpursuant to the SHWWA and rules made thereof.
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 thanks 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 26 2015 ||Chairman & Managing Director |
|Place : Ahmedabad ||(DIN 00050174) |