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Sandesh Ltd.

BSE: 526725 Sector: Services
NSE: SANDESH ISIN Code: INE583B01015
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OPEN 670.00
PREVIOUS CLOSE 666.95
VOLUME 118
52-Week high 818.00
52-Week low 415.00
P/E 6.05
Mkt Cap.(Rs cr) 501
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 670.00
CLOSE 666.95
VOLUME 118
52-Week high 818.00
52-Week low 415.00
P/E 6.05
Mkt Cap.(Rs cr) 501
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sandesh Ltd. (SANDESH) - Director Report

Company director report

To the Members

The Sandesh Limited

The Directors have pleasure in presenting the 76th Annual Report and theAudited Standalone and Consolidated Financial Statement for the Financial Year (F.Y.)ended March 31 2019. Consolidated performance of the Company and its subsidiary has beenreferred to wherever required.

1. Financial Highlights: (Rs In Lacs)

Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Revenue from Operations 41687.95 37480.07 41895.69 37732.88
Other Income 1975.37 1377.44 1990.94 1383.15
Total Revenue 43663.32 38857.51 43886.63 39116.03
Expenditure 32992.61 25699.58 33105.01 25810.91
EBIDTA 10670.71 13157.93 10781.62 13305.12
EBIDTA Margin 24.44% 33.86% 24.57% 34.01%
Finance Cost 41.36 40.25 41.37 40.31
Depreciation & Amortisation 885.50 850.50 885.50 850.50
Total Expenditure 33919.47 26590.33 34031.88 26701.72
Exceptional Item -18.86 29.71 -18.86 29.71
Profit Before Tax 9724.99 12296.89 9919.91 12647.13
Provision for Current Tax Deferred Tax & Other Tax Expenses 3413.64 4324.78 3439.03 4362.95
Profit After Tax 6311.35 7972.11 6480.88 8284.18
PAT Margin 14.45% 20.52% 14.77% 21.18%
Dividend as % of Paid –up share Capital 50% 50% N.A. N.A.

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 11.23% from Rs 37480.07 Lacs in F.Y. 2017-18 to Rs 41687.95 Lacs in F.Y.2018-19.

The Company has prepared the Financial Statements in Accordance with the Companies(Indian Accounting Standards) Rules 2015 (Ind-AS) notified under section 133 of theCompanies Act 2013 ("the Act").

3. Material changes affecting the financial position of the Company:

No material changes and commitments have occurred after the close of the financial yeartill the date of this Report which affect the financial position of the Company.Management's Discussion and Analysis Report for the year under review as stipulated underthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended form time to time ("ListingRegulations") is presented in a separate section forming part of the Annual Report.

4. Dividend:

The Directors in their meeting held on February 13 2019 declared an Interim Dividendat the rate of 50% i.e. Rs 5/- per Equity Share of Face Value of Rs 10/- each during theFinancial Year ended March 31 2019. The interim dividend payment had an outflow of Rs456.27 Lacs including Dividend Distribution Tax. The Directors did not recommend a finaldividend for F.Y. 2018-19 and further recommended the resolution to be placed before themembers for their approval in the ensuing Annual General Meeting (AGM) for confirmationof interim Dividend declared and paid at the rate of 50% i.e. Rs 5/- per Equity Share ofFace Value of `10/- each as a Final Dividend for the F.Y. 2018-19.

5. Transfer to Reserves:

The Board of Directors of the Company does not propose to transfer any amount to theReserves for the year under review.

6. Directors' Responsibility Statement:

The Company's Directors make the following statement pursuant to Section 134(3)(c) and134(5) of the Act which is to the best of their knowledge and belief and according to theinformation and 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 materialdepartures;

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 internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;and

f) The Directors has devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

6. Board Meetings Board of Directors Key Managerial Personnel & Committees ofDirectors:

a) Board meetings:

The Board of Directors of the Company met four times during the Financial Year 2018-19.For the details of the Board Meetings kindly refer the relevant section of the CorporateGovernance Report annexed with this Report. b) Appointment & Re-appointment ofDirectors:

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

The Directors recommend the resolution relating to the re-appointment of Mr. Parthiv F.Patel (who is liable to retire by rotation) as Director of the Company. Pursuant to theprovisions of Regulation 36(3) of Listing Regulations and Secretarial Standards on GeneralMeetings the requisite details of Mr. Parthiv F. Patel are furnished in the ExplanatoryStatement to the Notice of the AGM.

Further the term of Mr. Yogesh Jani as Whole Time Director expires on August 10 2020.Considering his vast experience in the field of newspaper industry and continuousassociation with the Company the Board of Directors based on the recommendation of theNomination and Remuneration Committee proposes the re-appointment of Whole Time Directorfor the further period of 5 (five) years commencing from August 11 2020. Mr. Yogesh Janiwill attain the age of 70 years on September 18 2020 and pursuant to the provisions ofSection 196(3)(a) of the Companies Act and the Rules made thereunder the appointment of aperson who has attained the age of 70 years may be made by passing a special resolution inwhich case the explanatory statement annexed to the notice for such motion shall indicatethe justification for appointing such person. The Board therefore recommends the passingof resolution for re-appointment of Mr. Yogesh Jani as Whole Time Director of theCompany by way of special resolution. The requisite details of Mr. Yogesh Jani arefurnished in the Explanatory Statement to the Notice of the AGM. c) Independent Directors:

The provisions of Section 149(6) of the Act and Regulation 16(1)(b) of ListingRegulations provides for the definition of Independent Director. The following are theIndependent Directors of the Company:

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

The Company has received necessary declaration from each Independent Director of theCompany under the provisions of Section 149(7) of the Act and Regulation 25(8) of theListing Regulations that they meet the criteria of independence as laid down in Section149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. There has been nochange in the circumstances affecting their status as independent directors of theCompany. The Board of Directors have taken on record the declarations of the IndependentDirectors after undertaking due assessment of the veracity of the same.

d) Familiarization Program for Independent Directors:

In compliance with the requirements of the Listing Regulations the IndependentDirectors have been familiarized about 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 IndependentDirectors are also disclosed on the Company website from time to time at:http://sandesh.com/ir/Details-of-familiarization-programmes.pdf.

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. The members of the Company at the 75th AGMheld on September 28 2018 re-appointed the following Independent Directors for thesecond term of 5 (five) years with effect from April 1 2019:

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

Further none of the directors on the Board of the Company have been debarred ordisqualified from being appointed or continuing as directors of companies by theSecurities and Exchange Board of India Ministry of Corporate affairs or any suchstatutory authority. Pursuant to the provisions of Listing Regulations the Company hasreceived a certificate to that effect issued by M/s. Jignesh A. Maniar & AssociatesPracticing Company Secretaries and the same forms the part of Corporate Governance Report.

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 A annexed with this report.

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

h) Nomination and Remuneration Policy:

In terms of the of Section 178(3) and 178(4) of the Act and Regulation 19(4) read withPart D of Schedule II of the Listing Regulations the Directors of the Company have onrecommendation of the Nomination & Remuneration Committee framed and adopted a policyfor appointment and remuneration of directors key managerial personnel and seniormanagement. The salient features of the policy are provided in the Corporate GovernanceReport. The said policy is also available on the website of the Company at:http://sandesh.com/ir/Nomination-Remuneration-Policy.pdf.

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 has carried out an annual evaluation of theperformance of the Board and its Committees and of the Directors individually and thefindings were thereafter shared with the Board Members as well as the Chairman of theCompany.

In terms of the provisions of Regulation 17(10) of the Listing Regulations the Boardhas carried out an evaluation of the performance of the Independent Directors without thepresence of the Director being evaluated and evaluation of the fulfillment of theindependence criteria as specified in the Act and the Listing Regulations and theirindependence from the Management. The Independent Directors have also evaluated theperformance of the Chairman and other non-independent Directors. The Directors expresstheir satisfaction with the evaluation process and the manner in which the evaluation wascarried out has been explained in the Corporate Governance Report forming part of thisReport.

j) Subsidiary Company joint ventures and associate companies:

The Company has one wholly-owned subsidiary and one associate company as on March 312019. There are no joint venture companies during the Financial Year under review. Therehas been no material change in the nature of the business of the Subsidiary and theAssociate Company. Pursuant to provisions of Section 129(3) of the Act read withapplicable rules of the Companies (Accounts) Rules 2014 a statement containing salientfeatures of the financial statements of the Company's Subsidiary and Associate Company inForm AOC-1 is attached to the Board Report of the Company as Annexure-A.

Further pursuant to the provisions of section 136 of the Act the financial statementsof the Company including consolidated financial statements along with relevant documentsand separate audited accounts in respect of subsidiary company are available on thewebsite of the Company.

The Company Secretary will make these documents available for inspection at theRegistered Office of the Company during working hours up to date of ensuing AGM uponreceipt of a request from any Member of the Company interested in obtaining the same.

The Company has framed a policy for determining material subsidiaries which has beenposted on the Company's website at the following link:http://sandesh.com/ir/Policy_Material-Subsidiary.pdf.

Highlights of performance of subsidiary and associate company and their contribution tothe overall performance of the Company during the period under review: The performance andbusiness highlights of the subsidiary and associate company of the Company during theFinancial Year 2018-19 are as mentioned hereunder:

Sandesh Digital Private Limited (‘SDPL' Wholly-owned Subsidiary company):

SDPL is into the digital media business and recorded a total income of Rs 231.06 Lacsand EBIDTA Profit of Rs 111.13 Lacs for the Financial Year under review. The subsidiary isengaged in aggregating and providing news videos and advertisements on multiple digitalplatforms.

Applewoods Estate Private Limited (‘AEPL' Associate Company):

AEPL is into the real estate development business and recorded a total income of Rs13007.27 Lacs and EBIDTA Profit of Rs 5492.70 Lacs for the Financial Year under review.The core business of AEPL is development of real estate projects and it is developingApplewoods Township situated at Ahmedabad which consists of residential apartmentsvillas and commercial shops and Offices.

7. Corporate Governance:

A Report on Corporate Governance along with a certificate regarding the compliance ofconditions of corporate governance issued by M/s. Jignesh A. Maniar & AssociatesPracticing Company Secretaries as stipulated under Schedule V of the Listing Regulationsforms a part of this Annual Report.

8. 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.

9. Auditors and Audit Reports:

a) Statutory Auditors:

At the 75th AGM held on September 28 2018 the Members approved appointmentof M/s. S G D G Associates & LLP (Firm Registration No. W100188 LLPIN: AAI-3248)Chartered Accountants as Statutory Auditors of the Company in place of retiring AuditorsM/s. Manubhai Shah & LLP (Firm Registration No. 106041W / W100136 LLPIN: AAG-0878)Chartered Accountants to hold Office for a period of five years from the conclusion ofthat AGM till the conclusion of the 80th AGM.

M/s. S G D G Associates & LLP have consented to their appointment as StatutoryAuditors and have confirmed that their appointment will be in accordance with provisionsof Section 139 and 141 of the Act read with the rules made thereunder. The Members maynote that the requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the AGM. 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 for theFinancial Year 2018-19 does not contain any qualification reservation or adverse remarks.The Statutory Auditors M/s. S G D G Associates & LLP have not reported any incidentof fraud to the Audit Committee of the Company in the Financial Year under review.Further the Directors have reviewed the Auditor's Report and the observations andcomments appearing in the report are self-explanatory and do not call for any furtherexplanation / clarification by the Board of Directors as provided under section 134 of theAct.

c) Secretarial Audit Report:

Secretarial Audit Report in Form MR-3 pursuant to the provisions of Section 204 of theAct read with applicable rules of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and Secretarial Audit Report pursuant to the provisionsof Regulation 24A of the Listing Regulations for the Financial Year ended on March 312019 issued by M/s. Jignesh A. Maniar & Associates Practicing Company SecretariesAhmedabad are annexed as Annexure B and Annexure C respectively to this Report. Themembers may note that there are no qualifications reservations or adverse remarks made bythe Secretarial Auditor in their reports. The Board has reviewed the Secretarial AuditorReports and the observations and comments appearing in the said Reports areself-explanatory and do not call for any further explanation / clarification by the Boardof Directors as provided under section 134 of the Act.

10. Cost Records:

The Company is not required to comply with the requirements of maintaining the costrecords specified by the Central Government under provisions of Section 148(1) of theAct and accordingly no such records are made or maintained by the Company.

11. Human resource initiatives and industrial relations:

The Company treats its employees as most valuable assets as it knows that without goodemployees the best of the business plans and ideas will fail. In today's dynamic andcontinuously changing business world it is the human assets and not the fixed or tangibleassets that differentiate an organization from its competitors. Improving employeeefficiency and performance has always been the top most priority for the Company. TheCompany also aims to align human resource practices with its business goals. Theperformance management system enables a holistic approach to the issue of managingperformance and does not limit to only an appraisal. The total number of employees on therolls of the Company is 493 on March 31 2019.

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 E to this report.

13. Management Discussion and Analysis Report & Cautionary Statement:

A detailed chapter on ‘Management Discussion and Analysis' pursuant to theRegulation 34 of Listing Regulations is annexed and forms part of this Annual Report. Thestatements in this Annual Report especially those with respect to Management Discussionand Analysis describing the objectives of the Company expectations estimates andprojections may constitute ‘forward looking statements' within the meaning ofapplicable law. Actual results might differ though the expectations estimates andprojections are based on reasonable assumptions. The details and information used in thesaid report have been taken from publicly available sources. Any discrepancies in thedetails or information are incidental and unintentional. Readers are cautioned not toplace undue reliance on these forward-looking statements that speak only as of date. Thediscussion and analysis as provided in the said report should be read in conjunction withthe Company's financial statements included herein and the notes thereto.

14. Corporate Social Responsibility Initiatives:

The 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: http://sandesh.com/ir/CSR-Policy.pdf. TheAnnual Report on Corporate Social Responsibility activities is annexed herewith asAnnexure F.

15. Insider Trading Regulations:

In terms of the provisions of the Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 2015 and the amendments thereof the Company hasformulated a "Code of Conduct for Prevention of Insider Trading" and "Codeof Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation" for regulating monitoring and reporting of trading in shares of theCompany by the Promoters Designated Persons Key Managerial Personnel DirectorsEmployees Connected Persons and Insiders of the Company. The said codes are in accordancewith the said Regulations and are also available on the website of the Company. TheCompany has also adopted the Policy for the determination of Legitimate Purposes as a partof "Code of Practices and Procedures for Fair Disclosure of Unpublished PriceSensitive Information and Policy for inquiry in case of leak or suspected leak ofUnpublished Price Sensitive Information.

16. Borrowing:

No borrowings were made by the Company during the year under review.

17. Credit Rating:

For the Financial Year 2018-19 under review the credit rating agency "CreditAnalysis and Research Limited" has granted rating of CARE AA (Double A) assigned tothe long term bank facilities. Further it has granted the CARE A1+ (A one Plus) ratingassigned to short term facilities.

18. Insurance:

All the significant properties and insurable interest of the Company includingbuildings plant and machineries and stocks are insured.

19. 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. The Company is not required to statutorily constitute the RiskManagement Committee.

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

The 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. The 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 for ensuringthe orderly and efficient conduct of its business including adherence to company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information. The Board is of the opinion that theCompany has an effective Internal Financial Controls which is commensurate with the sizeand scale of the business operations of the Company for the Financial Year under review.Adequate internal financial controls with respect to financial statements are in place.The Company has documented policies and guidelines for this purpose. Its Internal ControlSystem has been designed to ensure that the financial and other records are reliable forpreparing financial 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.

21. Vigil Mechanism and Whistle Blower Policy:

The Board has approved and established a Vigil Mechanism and Whistle Blower Policy forthe Directors and employees of the Company to report their genuine concerns and itsdetails are explained in the Corporate Governance Report. The Company's Vigil Mechanismand Whistle Blower Policy entitle its Directors and employees to also report the instancesof leak or suspected leak of Unpublished Price Sensitive Information. The aforesaid Policyis also available on the website of the Company.

22. Code of Conduct:

The 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 a_rmed 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.

23. 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 G as a part of this Report.

24. Litigation:

There was no material litigation outstanding as on March 31 2019 and the details ofpending litigation including tax matters are disclosed in the Financial Statements.

25. 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.

26. 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 and were placed beforethe Audit Committee and also the Board for their review and approval. As there were nomaterial related party transactions entered into by the Company with the related partiesduring the financial year under review the requirement of disclosing the details of therelated party transactions under section 134(3)(h) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 in Form AOC-2 is not applicable to the Company.

In line with the provisions of the Act and Listing Regulations the Company hasformulated a Related Party Transactions Policy for determining materiality of RelatedParty Transactions and also the manner for dealing with Related Party Transactions. TheRelated Party Transactions Policy is uploaded on the Company's website and can be accessedat: http://sandesh.com/ir/RPT-Policy. pdf. The Company has maintained a register undersection 189 of the Act and particulars of Related Party Transactions are entered in theRegister whenever applicable. Further pursuant to the Listing Regulations Related Partydisclosures in compliance with the applicable Accounting Standards have been given in theNotes to the Financial Statements. Disclosure of the transactions of the Company with theperson or entity belonging to the promoter / promoter group which hold(s) 10% or moreshareholding in the listed entity in the format prescribed in the relevant accountingstandards for annual results have also been given in the Notes to the FinancialStatements.

27. Listing Fees:

The Company confirms that it has paid the annual listing fees for the Financial Year2019-20 to BSE Limited and National Stock Exchange of India Limited.

28. Other Statutory Disclosures:

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 thefinancial statements.

b) Issue of equity shares with differential rights as to dividend voting or otherwise:

The Authorised Share Capital of the Company is Rs 15 Crore comprising of 15000000equity shares of Rs 10/- each. The paid up equity share capital of the Company as on March31 2019 was Rs 756.94 Lacs comprising of 7569421 equity shares of `10/-each. During theFinancial Year under review the Company has not issued shares with or withoutdifferential voting rights as to dividend voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company underany scheme:

The Company has not issued any shares including sweat equity shares to any of theemployees of the Company under any scheme during the Financial Year under review.

d) Neither the Managing Director(s) nor the Whole-time Director of the Company receiveany remuneration or commission from its subsidiary: No Remuneration or Commission was paidto the Managing Director(s) / Whole Time Director from the subsidiary of the Company forthe Financial Year under review. Hence there is no disclosure required as to the receiptof the remuneration or commission by the Managing Director(s)/ Whole Time Director fromthe subsidiary of the Company.

e) Transfer of Amounts to Investor Education and Protection Fund:

During the year under review the Unpaid / Unclaimed Dividend for the Financial Year2010-11 amounting to Rs 294184/- became due and was transferred to the InvestorEducation and Protection Fund in compliance with the provisions of Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 asamended. For further details kindly refer the relevant section of Corporate GovernanceReport.

f) Details of significant and material orders passed by the Regulators / Courts /Tribunals impacting the going concern status and the Company's operations in future:During the year under review there were no significant material orders passed by theRegulators / Courts / Tribunals which would impact the going concern status of the Companyand its future operations.

g) Disclosure under section 67(3) of the Companies Act 2013:

The Company does not have any scheme of provision of money for the purchase of its ownshares by employees or by trustees for the benefit of employees. No disclosure is requiredunder section 67(3)(c) of the Companies Act 2013 read with Rule 16(4) of Companies (ShareCapital and Debentures) Rules 2014 in respect of voting rights not exercised directly bythe employees of the Company as the provisions of the said section are not applicableduring the period under review.

h) Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 (SHWWA):

The Company has in place a Policy for prevention of Sexual Harassment at the workplacein line with the requirements of the Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013. All the employees of the Company arecovered under the said policy. Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. For the summary of sexual harassmentcomplaints received and disposed during the year under review kindly refer the relevantsection of Corporate Governance Report.

29. Acknowledgment:

The Directors place on record their sincere appreciation of all the employees of theCompany for their valuable contribution and dedicated service. The Directors express theirsincere thanks to the esteemed readers viewers and customers of the Company for theircontinued patronage. The Directors also immensely thank all the shareholders bankersinvestors 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 28 2019 Chairman & Managing Director
Place : Ahmedabad (DIN 00050174)
Encl.: Annexure A to Annexure G

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