You are here » Home » Companies » Company Overview » Sandesh Ltd

Sandesh Ltd.

BSE: 526725 Sector: Services
NSE: SANDESH ISIN Code: INE583B01015
BSE 00:00 | 07 Jul 681.10 0.35
(0.05%)
OPEN

681.60

HIGH

686.40

LOW

674.85

NSE 00:00 | 07 Jul 678.85 1.75
(0.26%)
OPEN

686.10

HIGH

687.00

LOW

672.10

OPEN 681.60
PREVIOUS CLOSE 680.75
VOLUME 581
52-Week high 1079.00
52-Week low 635.65
P/E 5.87
Mkt Cap.(Rs cr) 516
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 681.60
CLOSE 680.75
VOLUME 581
52-Week high 1079.00
52-Week low 635.65
P/E 5.87
Mkt Cap.(Rs cr) 516
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 78th AnnualReport and the Audited Standalone and Consolidated Financial Statements for the FinancialYear (F.Y.) ended March 31 2021. Consolidated performance of the Company and itssubsidiary has been referred to wherever required.

1. Financial Highlights:

(Rs. In Lacs)

Particulars Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Revenue from Operations 27184.37 34107.21 27372.07 34321.30
Other Income 4702.60 1151.09 4721.51 1168.39
Total Revenue 31886.97 35258.30 32093.58 35489.69
Expenditure 19666.91 27136.87 19783.15 27260.82
EBIDTA 12220.06 8121.43 12310.43 8228.87
EBIDTA Margin 38.32% 23.03% 38.36% 23.19%
Finance Cost 46.10 41.70 46.10 41.70
Depreciation & Amortization 693.61 785.92 693.61 785.92
Total Expenditure 20406.62 27964.49 20522.86 28088.44
Exceptional Item 152.80 94.23 152.80 94.23
Profit Before Tax 11633.15 7388.04 11723.52 7692.38
Provision for Current Tax Deferred Tax & Other Tax Expenses 2702.46 1551.73 2725.23 1582.40
Profit After Tax 8930.69 5836.31 8998.29 6109.98
PAT Margin 28.02% 16.55% 28.04% 17.22%
Dividend as % of Paid –up share Capital 50% 50% N.A. N.A.

2. Review of Operations and the state of the Company'saffairs:

The Financial Year 2020-21 was an extremely challenging year affectingthe entire strata of the society including Media and Entertainment Industry. Nationwidelockdown to contain the COVID-19 pandemic was a major hit to the Indian economy.

Imposition of the lockdown also affected the business of the Company.Company witnessed lower revenues due to the lockdown imposed during the beginning of theFinancial Year. With the relaxation of the restrictions the Company witnessed gradualincrease in the revenues; however the overall revenues differed significantly incomparison to pre-covid levels. Financial Year 2020-21 being the outlier the comparisonof the Financial Results with the previous Financial Year would not provide reasonablecomparison. During the year under review on Standalone basis the revenue from operationshas decreased by 20.30% from Rs. 34107.21 Lacs in F.Y. 2019-20 to Rs. 27184.37 Lacs inF.Y. 2020-21.

The Company has prepared the Financial Statements in accordance withthe Companies (Indian Accounting Standards) Rules 2015 (Ind-AS) notified under Section133 of the Companies Act 2013 ("the Act").

3. Material changes affecting the financial position of theCompany:

The Board reports that no material changes and commitments affectingthe financial position of the Company have occurred between the end of the financial yearending March 31 2021 and the date of this Report other than continuing impact ofpandemic COVID-19. For detailed analysis kindly refer the Management Discussion andAnalysis Report as stipulated under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as amended from time to time("Listing Regulations") forming part of the Annual Report.

4. Dividend:

The Directors in their meeting held on February 09 2021 declared anInterim Dividend at the rate of 50% i.e. Rs. 5/- per Equity Share of Face Value of Rs.10/- each during the Financial Year ended March 31 2021. The interim dividend paymenthad an outflow of Rs. 378.47 Lacs. The Directors did not recommend a final dividend forF.Y. 2020-21 and further recommended the resolution to be placed before the members fortheir approval at the ensuing Annual General Meeting (AGM) for confirmation of interimDividend declared and paid at the rate of 50% i.e. Rs. 5/- per Equity Share of Face Valueof Rs.10/- each as a Final Dividend for the F.Y. 2020-21.

5. Dividend Distribution Policy

In terms of the Regulation 43A of the Listing Regulations the Board ofDirectors has formulated and approved Dividend Distribution Policy which is available onthe website of the Company and can be accessed at:http://images.sandesh.com/2021/08/Dividend-Distribution-Policy.pdf.

6. Transfer to Reserves:

The Board of Directors of the Company does not propose to transfer anyamount to the Reserves for the year under review.

7. Change in the nature of the business:

During the Financial Year 2020-21 there was no change in the nature ofBusiness of the Company.

8. Directors' Responsibility Statement:

The Company's Directors make the following statement pursuant toSections 134(3)(c) and 134(5) of the Act which is to the best of their knowledge andbelief and according to the information and explanations obtained by them:

a) In the preparation of the annual accounts the applicable accountingstandards have been followed to the extent applicable to the Company and there are nomaterial departures;

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 internal financial controls to befollowed by the Company and that such internal financial controls are adequate andoperating effectively; and

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

9. Board Meetings Board of Directors Key Managerial Personnel &Committees of Directors:

a) Board meetings:

The Board of Directors of the Company met four times during theFinancial Year 2020-21. For the details of the Board Meetings kindly refer the relevantsection of the Corporate Governance Report annexed with this Report.

b) Appointment & Re-appointment of Directors:

Pursuant to provisions of Section 152(6) of the Act and the Articles ofAssociation of the Company Mr. Parthiv F. Patel (DIN 00050211) retires by rotation andbeing eligible offers himself for re-appointment at the ensuing Annual General Meeting ofthe 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.

Shri Falgunbhai C. Patel (DIN: 00050174) was re-appointed as Chairmanand Managing Director for the term of five (5) years with effect from April 01 2017 toMarch 31 2022 in the 73rd Annual General Meeting of the Members of theCompany. As the term of Shri Falgunbhai C. Patel will expire on March 31 2022 the Boardof Directors of the Company has recommended the re-appointment of Shri Falgunbhai C. Patelfor the period of five (5) years with effect from April 01 2022.

Shri Sudhirbhai Nanavati (DIN: 00050236) Independent Director of theCompany will attain the age of 75 years on September 29 2022 and pursuant to provisionsof the Regulation 17(1A) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 no listed entity shall appointa person or continue the directorship of any person as a non-executive director who hasattained the age of seventy five (75) years unless a special resolution is passed to thateffect in which case the explanatory statement annexed to the notice for such motionshall indicate the justification for appointing such a person. The Board of Directorstherefore recommends the passing of a special resolution to continue the directorship ofShri Sudhirbhai Nanavati in the Company and justification for continuation of directorshipof Shri Sudhirbhai Nanavati is furnished in the Explanatory Statement to the notice of theAnnual General Meeting.

Pursuant to the provisions of Regulation 36(3) of the ListingRegulations and Secretarial Standards on General Meetings the requisite details of Mr.Parthiv F. Patel Shri Falgunbhai C. Patel and Shri Sudhirbhai Nanavati are furnished inthe 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) ofListing Regulations provide for the definition of Independent Director. The following arethe Independent Directors of the Company:

a) Mr. Mukeshbhai Patel (DIN 00053892)
b) Mr. Sandeepbhai Singhi (DIN 01211070)
c) Mr. Sudhirbhai Nanavati (DIN 00050236)
d) Dr. Gauri Trivedi (DIN 06502788)

Dr. Gauri Trivedi (DIN: 06502788) was appointed as an AdditionalIndependent Director of the Company with effect from September 15 2020. Appointment ofDr. Gauri Trivedi as an Independent Director of the Company for the period of five yearswith effect from September 15 2020 was regularized in the 77th Annual GeneralMeeting of the Shareholders of the Company. Shri Shreyasbhai Pandya (DIN: 00050244) hastendered his resignation from the post of Independent Director of the Company with effectfrom January 19 2021 on account of his health issues. The Board placed on record itsappreciation for his invaluable contribution and guidance during his tenure as Director ofthe Company.

The Company has received necessary declaration from each IndependentDirector of the Company under the provisions of Section 149(7) of the Act and Regulation25(8) of the Listing Regulations that they meet the criteria of independence as laid downin Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. There hasbeen no change in the circumstances affecting their status as Independent Directors of theCompany. The Board of Directors has 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 theIndependent Directors have been familiarized about the Company by the functional heads ofvarious departments of the Company which includes detailed presentations on the vision andmission of the Company its operations business plans technologies and also futureoutlook of the entire industry. Details of familiarization programs extended to theIndependent Directors are also disclosed on the Company website from time to time at:https://sandesh.com/ir/Details-of-familiarization-programmes.pdf.

e) Resignation Cessation and Changes in Key Managerial Personnel:

Mr. Yogesh Jani has tendered his resignation from the post ofWhole-time Director of the Company with effect from September 15 2020. The Board placedon record its appreciation for his invaluable contribution and guidance during his tenureas Director of the Company. Mr. Sanjay Kumar Tandon was appointed as an Additional andWhole-time Director of the Company by the Board of Directors in their meeting datedSeptember 15 2020. Appointment of Mr. Sanjay Kumar Tandon as Whole-time Director for theperiod of five years with effect from September 15 2020 was regularized at the 77thAnnual General Meeting of the Shareholders of the Company.

Further none of the Directors on the Board of the Company have beendebarred or disqualified from being appointed or continuing as Director of Company by theSecurities and Exchange Board of India Ministry of Corporate Affairs or any such otherstatutory 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 requiredunder the provisions of Section 197(12) of the Act is given in Annexure D annexedwith this report.

g) Board Committees:

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

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Corporate Social Responsibility Committee;

4. Nomination and Remuneration Committee;

5. Executive Committee; and

6. Risk Management Committee

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

h) Nomination and Remuneration Policy:

In terms of the of Sections 178(3) and 178(4) of the Act and Regulation19(4) read with Part D of Schedule II of the Listing Regulations the Directors of theCompany have on recommendation of the Nomination & Remuneration Committee framed andadopted a policy for appointment and remuneration of directors key managerial personneland senior management. The salient features of the policy are provided in the CorporateGovernance Report. 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 thereunderand as provided in Schedule IV to the Act and applicable regulations of ListingRegulations the Nomination and Remuneration Committee has carried out an annualevaluation of the performance of the Board and its Committees and of the Directorsindividually and the findings were thereafter shared with the Board Members as well as theChairman of the Company.

In terms of the provisions of Regulation 17(10) of the ListingRegulations the Board has carried out an evaluation of the performance of the IndependentDirectors without the presence of the Director being evaluated and evaluation of thefulfillment of the independence criteria as specified in the Act and the ListingRegulations and their independence from the Management. The Independent Directors havealso evaluated the performance of the Chairman and other Non-Independent Directors. TheDirectors express their satisfaction with the evaluation process. The manner in which theevaluation was carried out has been explained in the Corporate Governance Report which isforming part of this Report.

j) Pecuniary relationships or transactions of Non-executive Directorswith the Company:

None of the Non-executive Directors of the Company had any pecuniaryrelationships or transactions with the Company during the Financial Year under reviewwhich may have potential conflict with the interests of the Company at large.

k) Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act the KeyManagerial Personnel of the Company as on March 31 2021 are as under:

Shri Falgunbhai C. Patel Chairman and Managing Director
Mr. Parthiv F. Patel Managing Director
Mr. Sanjay Kumar Tandon Whole-time Director & Chief Financial Officer
Mr. Dhaval Pandya Company Secretary

10. Subsidiary Company joint ventures and associate companies:

The Company has one wholly-owned subsidiary as on March 31 2021. Therewere no joint venture Companies during the Financial Year under review. M/s. ApplewoodsEstate Private Limited ceased to be the Associate Company of the Company with effect fromJanuary 29 2021.

There has been no material change in the nature of the business of theSubsidiary Company and further pursuant to the provisions of Section 129(3) of the Actread with applicable rules of the Companies (Accounts) Rules 2014 a statement containingsalient features of the financial statements of the Company's Subsidiary in FormAOC-1 is attached to the Board's Report of the Company as Annexure-A. Furtherpursuant to the provisions of Section 136 of the Act the financial statements of theCompany including consolidated financial statements along with relevant documents andseparate audited accounts in respect of Subsidiary Company are available on the website ofthe Company. The Company Secretary will make these documents available for inspectionelectronically up to the date of ensuing AGM upon receipt of a request from any Member ofthe Company interested in obtaining the same.

The Company has also framed a policy for determining materialsubsidiaries which has been posted on the Company's website at the following link:http://sandesh.com/ir/Policy_Material-Subsidiary.pdf. The performance and businesshighlights of the Subsidiary Company of the Company during the Financial Year 2020-21 areas mentioned hereunder:

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

SDPL is into the digital media business and recorded a total income ofRs. 229.74 Lacs and EBIDTA Profit of Rs. 90.37 Lacs for the Financial Year under review.The subsidiary is engaged in aggregating and providing news videos and advertisements onmultiple digital platforms.

11. Corporate Governance:

A Report on Corporate Governance along with a certificate regarding thecompliance of conditions of corporate governance issued by M/s. Jignesh A. Maniar &Associates Practicing Company Secretaries as stipulated under Schedule V of the ListingRegulations forms a part of this Annual Report.

12. Audit Committee and its Recommendations:

The Audit Committee has been constituted in accordance with theprovisions of the Act and the Rules made thereunder and also in compliance with theprovisions of Listing Regulations and more details on the Committee are provided in theReport on Corporate Governance. During the financial year under review all therecommendations of the Audit Committee were accepted by the Board of Directors of theCompany. The Composition of the Audit Committee is as described in the Report on CorporateGovernance.

13. Auditors and Audit Reports:

a) Statutory Auditors:

At the 75th AGM held on September 28 2018 the Membersapproved appointment of M/s. S G D G Associates & LLP (Firm Registration No. W100188LLPIN: AAI-3248) Chartered Accountants as Statutory Auditors of the Company in place ofretiring Auditors M/s. Manubhai Shah & LLP (Firm Registration No. 106041W / W100136LLPIN: AAG-0878) Chartered Accountants to hold office for a period of five years fromthe conclusion of that AGM till the conclusion of the 80th AGM.

M/s. S G D G Associates & LLP have consented to their appointmentas Statutory Auditors and have confirmed that their appointment will be in accordance withprovisions of Sections 139 and 141 of the Act read with the rules made thereunder. TheMembers may note that the requirement to place the matter relating to appointment ofauditors for ratification by Members at every AGM has been done away by the Companies(Amendment) Act 2017 with effect from May 07 2018. Accordingly no resolution is beingproposed for ratification of appointment of statutory auditors at the AGM.

b) Auditors' Report:

The notes of the financial statements referred to in the Auditor'sReport are self-explanatory and do not call for any further comments. The Auditors'Report for the Financial Year 2020-21 does not contain any qualification reservation oradverse remarks. The Statutory Auditors M/s. S G D G Associates & LLP have notreported any incident of fraud to the Audit Committee of the Company in the Financial Yearunder review. Further the Directors have reviewed the Auditor's Report.

c) Secretarial Audit Report:

Secretarial Audit Report in Form MR-3 pursuant to the provisions ofSection 204 of the Act read with applicable rules of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and Secretarial Audit and SecretarialCompliance Report pursuant to the provisions of Regulation 24A of the Listing Regulationsfor the Financial Year ended on March 31 2021 issued by M/s. Jignesh A. Maniar &Associates Practicing Company Secretaries Ahmedabad are annexed as Annexure B andAnnexure C respectively to this Report.

With regard to the qualifications of the Secretarial Auditor that theappointment of Independent Woman Director pursuant to the provisions of Regulation17(1)(a) of the Listing Regulations was done on September 15 2020 the Board ofDirectors submits that the Company had approached various candidates for the appointmentof Independent Woman Director. However the Company wasn't able to find anyinterested candidate having requisite experience for the Company which is part of mediaindustry and further due to lockdown imposed to contain Covid-19 Pandemic aggravated thedelay.

14. Cost Records:

The Company is not required to comply with the requirements ofmaintaining the cost records specified by the Central Government under provisions ofSection 148(1) of the Act and accordingly no such records are made or maintained by theCompany.

15. Human resource initiatives and industrial relations:

The Company treats its employees as most valuable assets as it knowsthat without good employees the best of the business plans and ideas will fail. Intoday's dynamic and continuously changing business world it is the human assets andnot the fixed or tangible assets that differentiate an organization from its competitors.Improving employee efficiency and performance has always been the top most priority forthe Company. The Company also aims to align human resource practices with its businessgoals. The performance management system enables a holistic approach to the issue ofmanaging performance and does not limit to only an appraisal. The total number ofemployees on the rolls of the Company is 449 on March 31 2021.

16. Particulars of Employees:

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

17. Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outflow:

The particulars as prescribed under Section 134(3)(m) of the Act readwith Rule 8 of the Companies (Accounts) Rules 2014 are set out in Annexure E tothis report.

18. Management Discussion and Analysis Report & CautionaryStatement:

A detailed chapter on ‘Management Discussion and Analysis'pursuant to the Regulation 34 of Listing Regulations is annexed and forms part of thisAnnual Report. The statements in this Annual Report especially those with respect toManagement Discussion and Analysis describing the objectives of the Companyexpectations estimates and projections may constitute ‘forward lookingstatements' within the meaning of applicable law. Actual results might differ thoughthe expectations estimates and projections are based on reasonable assumptions. Thedetails and information used in the said report have been taken from publicly availablesources. Any discrepancies in the details or information are incidental and unintentional.Readers are cautioned not to place undue reliance on these forward-looking statements thatspeak only as of date. The discussion and analysis as provided in the said report shouldbe read in conjunction with the Company's financial statements included herein andthe notes thereto.

19. Business Responsibility Report:

A detailed Chapter on ‘Business Responsibility Report'pursuant to Regulation 34 of Listing Regulation for the year ended March 31 2021 isannexed and forming part of this Report.

20. Corporate Social Responsibility Initiatives:

The Company has constituted a Corporate Social ResponsibilityCommittee. The Committee is constituted to manage and overview the Corporate SocialResponsibility programs of the Company. The Corporate Social Responsibility Policy asapproved and amended from time to time by the Board is available at the website of theCompany at the link: http://sandesh.com/ir/CSR-Policy.pdf. The Annual Report on CorporateSocial Responsibility activities is annexed herewith as Annexure F.

21. Insider Trading Regulations:

In terms of the provisions of the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 2015 and the amendments thereof theCompany has formulated and amended from time to time a "Code of Conduct forPrevention of Insider Trading" and "Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information" for regulating monitoring andreporting of trading in shares of the Company by the Promoters Designated Persons KeyManagerial Personnel Directors Employees Connected Persons and Insiders of the Company.The said codes are in accordance with the said Regulations and are also available on thewebsite of the Company. The Company has also adopted the Policy for the determination ofLegitimate Purposes as a part of "Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information" and "Policy for inquiryin case of leak or suspected leak of Unpublished Price Sensitive Information".

22. Borrowing:

Particulars of borrowing are given in the financial statements of theCompany read with notes to financial statements which may be read in conjunction with thisreport.

23. Credit Rating:

For the Financial Year 2020-21 under review the credit rating agency"Credit Analysis and Research Limited" has granted rating of CARE AA (Double A)assigned to the long term bank facilities. Further it has granted the CARE A1+ (A onePlus) rating assigned to short term facilities.

24. Insurance:

All the significant properties and insurable interest of the Companyincluding buildings plant and machineries and stocks are insured.

25. Risk Management:

The Board of Directors of the Company has framed and adopted a policyon Risk Management 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. Pursuant to the Regulation 21 of the Listing Regulations theCompany has constituted Risk Management Committee. Composition of the Committee is moreparticularly described in the Corporate Governance Report which forms a part of thisAnnual Report.

26. Internal Control Systems and adequacy of Internal FinancialControls:

The Company has an adequate system of the internal controls to ensurethat all its assets are protected against loss from unauthorized use or disposition andfurther that those transactions are authorised promptly recorded and reported correctly.The Company has implemented an effective framework for Internal Financial Controls interms of the provisions stipulated under the explanation to Section 134(5)(e) of the Actfor ensuring the orderly and efficient conduct of its business including adherence to theCompany's policies the safeguarding of its assets the prevention and detection offrauds and errors 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 processimplementation of effective internal control. The Audit Committee of the Board deals withaccounting matters financial reporting and internal controls and regularly interacts withthe Statutory Auditors Internal Auditors and Management in dealing with matters withinits terms of reference. No reportable material weakness in the design or implementationwas observed during the financial year under review.

27. Vigil Mechanism and Whistle Blower Policy:

The Board has approved and established a Vigil Mechanism and WhistleBlower Policy for the Directors and employees of the Company to report their genuineconcerns and its details are explained in the Corporate Governance Report. TheCompany's Vigil Mechanism and Whistle Blower Policy entitle its Directors andemployees to also report the instances of leak or suspected leak of Unpublished PriceSensitive Information. The aforesaid Policy is also available on the website of theCompany.

28. Code of Conduct:

The Directors have laid down the Code of Conduct for all Board Membersand the members of the senior management of the Company. The said Code is also placed onthe website of the Company. All Board Members and the members of the senior management ofthe Company have affirmed compliance with the said Code for the Financial Year underreview. The Certificate from the Chairman & Managing Director affirming compliance ofthe said Code by all the Board Members and the members of senior management of theCompany to whom the Code is applicable is attached to the Corporate Governance Report.

29. Extract of Annual Return:

Pursuant to the provisions of Section 92(3) of the Act the annualreturn of the Company as on March 31 2021 is available on the website of the Company athttp://images.sandesh.com/2021/09/Form_MGT-7.pdf.

30. Litigation:

There was no material litigation outstanding as on March 31 2021 andthe details of pending litigation including tax matters are disclosed in the FinancialStatements.

31. Particulars of Loans Guarantees and Investments under Section 186of the Companies Act:

The particulars of loans and guarantees given and the investments madeunder the provisions of Section 186 of the Act are given separately in the FinancialStatements of the Company read with the Notes to Accounts which may be read in conjunctionwith this Report.

32. Particulars of contracts or arrangements with related partiesreferred to in Section 188(1) in the prescribed form:

All related party transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course ofbusiness and were placed before the Audit Committee and also before the Board for theirreview and approval. As there were no material related party transactions entered into bythe Company with the related parties during the financial year under review therequirement of disclosing the details of the related party transactions under Section134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 in FormAOC-2 is not applicable to the Company.

In line with the provisions of the Act and Listing Regulations theCompany has formulated a Related Party Transactions Policy for determining materiality ofRelated Party Transactions and also the manner for dealing with Related PartyTransactions. The Related Party Transactions Policy is uploaded on the Company'swebsite and can be accessed at: http://sandesh.com/ir/RPT-Policy. pdf. The Company hasmaintained a register under Section 189 of the Act and particulars of Related PartyTransactions are entered in the Register whenever applicable. Further pursuant to theListing Regulations Related Party disclosures in compliance with the applicableAccounting Standards have been given in the Notes to the Financial Statements. Disclosureof the transactions of the Company with the person or entity belonging to the promoter /promoter group which hold(s) 10% or more shareholding in the listed entity in the formatprescribed in the relevant accounting standards for annual results have also been given inthe Notes to the Financial Statements.

33. Listing Fees:

The Company confirms that it has paid the annual listing fees for theFinancial Year 2021-22 to BSE Limited and National Stock Exchange of India Limited.

34. Other Statutory Disclosures:

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

The Company has not accepted any deposits from public and as such noamount on account of principal or interest on public deposits was outstanding as on thedate of the financial statements.

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

The Authorised Share Capital of the Company is Rs. 15 Crores comprisingof 15000000 equity shares of Rs. 10/- each. The paid up equity share capital of theCompany as on March 31 2021 was Rs. 7.57 Crores comprising of 7569421 equity shares ofRs.10/- each. During the Financial Year under review the Company has not issued shareswith or without differential voting rights as to dividend voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of theCompany under any scheme:

The Company has not issued any shares including sweat equity shares toany of the employees of the Company under any scheme during the Financial Year underreview.

d) Receipt of Remuneration or Commission by Managing Director(s) /Whole Time Director from subsidiary of the Company:

No Remuneration or Commission was paid to the Managing Director(s) /Whole Time Director from the subsidiary of the Company for the Financial Year underreview. Hence there is no disclosure required as to the receipt of the remuneration orcommission by the Managing Director(s)/ Whole Time Director from the subsidiary of theCompany.

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

During the year under review the Unpaid / Unclaimed Dividend for theFinancial Year 2012-13 amounting to Rs. 279780/- became due and was transferred to theInvestor Education and Protection Fund in compliance with the provisions of Section 124and 125 of the Act read with Investor Education and Protection Fund Authority (AccountingAudit Transfer and Refund) Rules 2016 as amended. For further details kindly refer therelevant section of Corporate Governance Report.

f) Details of significant and material orders passed by the Regulators/ Courts / Tribunals impacting the going concern status and the Company's operationsin future:

During the year under review there were no significant material orderspassed by the Regulators / Courts / Tribunals which would impact the going concern statusof the Company and 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 or theCompany does not provide any loan or financial arrangement to its employees for thepurchase of its own shares. Accordingly no disclosure is required under Section 67(3)(c)of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014.

h) Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 (SHWWA):

The Company has in place a Policy for prevention of Sexual Harassmentat the workplace in line with the requirements of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition and Redressal) Act 2013. All the employees of theCompany are covered under the said policy. Internal Complaints Committee has been set upto redress complaints received regarding sexual harassment. For the summary of sexualharassment complaints received and disposed during the year under review kindly refer therelevant section of Corporate Governance Report.

35. Secretarial Standards:

Company has complied with all the applicable Secretarial Standardsissued by The Institute of Company Secretaries of India during the year under review.

36. Acknowledgment:

The Directors place on record their sincere appreciation for thevaluable contribution and dedicated services by all the employees of the Company. TheDirectors express their sincere thanks to the esteemed readers viewers and customers ofthe Company for their continued patronage. The Directors also immensely thank all theshareholders bankers investors agents business associates service providers vendorsand all other stakeholders for their continued and consistent support to the Companyduring the Financial Year.

For and on behalf of the Board of Directors
Falgunbhai C. Patel
Date : August 13 2021 Chairman & Managing Director
Place : Ahmedabad (DIN 00050174)
Encl.: Annexure A to Annexure F

.