To,
The Members,
Sambhaav Media Limited
Your Directors are pleased to present the Thirty-Third (33rd)
Annual Report of your Company together with the Audited Financial Statements for the
Financial Year ended on March 31, 2023.
FINANCIAL HIGHLIGHTS :
The performance of the Company for the Financial Year 2022-23 is as
under:
(Rs. in Lakhs, except per equity share data)
Particulars |
Standalone |
Consolidated |
March 31, 2023 |
March 31, 2022 |
March 31, 2023 |
March 31, 2022 |
Revenue from Operations |
4,020.90 |
3,364.35 |
4,033.25 |
3,397.40 |
Add: Other Income |
224.51 |
241.91 |
248.93 |
271.91 |
Total Income |
4,245.41 |
3,606.26 |
4,282.18 |
3,669.31 |
Profit / (Loss) before Finance Costs,
Depreciation and Amortization Expenses, Exceptional Items & Tax Expenses |
853.92 |
299.69 |
775.08 |
304.86 |
Less: Finance Costs |
270.57 |
172.67 |
270.71 |
176.51 |
Profit/(Loss) before Depreciation and
Amortization Expenses, Exceptional Items & Tax Expenses |
583.35 |
127.02 |
504.37 |
128.35 |
Less: Depreciation and Amortization |
573.61 |
535.88 |
570.69 |
524.80 |
Profit / (Loss) before Exceptional Items
& Tax Expenses before share of profit in associate |
9.74 |
(408.86) |
(66.32) |
(396.45) |
Share of profit/(Loss) of Joint Venture |
- |
- |
6.95 |
5.85 |
Profit/(loss) before Exceptional Items
& Tax Expenses |
9.74 |
(408.86) |
(59.37) |
(390.60) |
Add: Exceptional Item (Income) |
80.00 |
- |
22.06 |
- |
Profit Before Tax |
89.74 |
(408.86) |
(37.30) |
(390.60) |
Less: Tax Expenses |
103.80 |
(94.27) |
87.21 |
(94.78) |
Profit After Tax |
(14.06) |
(314.59) |
(124.51) |
(295.82) |
Profit/(Loss) from Discontinued operations |
|
|
|
|
Profit/(Loss) from Discontinued operations |
(189.88) |
416.23 |
(189.88) |
416.23 |
Tax on Profit/(Loss) from Discontinued
Operation |
54.30 |
(119.04) |
54.30 |
(119.04) |
Profit/(Loss) from Discontinued operations |
(135.58) |
297.19 |
(135.58) |
297.19 |
Profit/(Loss) for the year |
(149.64) |
(17.40) |
(260.09) |
1.37 |
Other Comprehensive Income |
(2.98 ) |
1.87 |
(0.36 ) |
1.12 |
Total Comprehensive Income |
(152.62) |
(15.53) |
(260.44) |
2.49 |
Add: Balance Brought forward from previous
Financial Year |
3,452.79 |
3,468.33 |
3,611.91 |
3,609.41 |
Profit available for Appropriation |
3,300.17 |
3,452.80 |
3,351.46 |
3,611.90 |
Add: security Premium |
2,995.47 |
2,995.47 |
2,995.46 |
2,995.46 |
Add: Capital Reserve |
2.28 |
2.28 |
2.28 |
2.28 |
Surplus carried to Balance Sheet |
6,297.92 |
6,450.55 |
6,349.20 |
6,609.64 |
Share Capital |
1,911.11 |
1,911.11 |
1,911.11 |
1,911.11 |
Net Worth |
8,209.03 |
8,361.66 |
8,260.31 |
8,520.75 |
Earning Per Share [EPS] |
|
|
|
|
Basic & Diluted Earning before Exceptional
items per Equity Share [EPS] [in Rs. ] - Continuing Operations |
(0.05) |
(0.17) |
(0.08) |
(0.16) |
Basic & Diluted Earning before Exceptional
items per Equity Share [EPS] [in Rs. ] - Discontinued Operations |
(0.07) |
0.16 |
(0.07) |
0.16 |
Basic & Diluted Earning after Exceptional
items per Equity Share [EPS] [in Rs. ] |
(0.08) |
(0.01) |
(0.14) |
0.00 |
Notes:
(1) The above figures are extracted from the standalone and
consolidated financial statements as per Indian Accounting Standards.
(2) Equity Shares are at par value of '1 per share.
STATE OF AFFAIRS OF THE COMPANY AND REVIEW OF OPERATIONS:
Your Company is engaged in the business of Media having various
products in one basket i.e. Sambhaav Metro-established and informative afternoon
tabloid newspaper, Abhiyaan-weekly Gujarati magazine, VTV News-most popular
Gujarati news TV channel, Top FM-8 FM radio channels in Gujarat, 3 FM radio
channels in Jammu and 2 FM radio in Ladakh, and also operating IVT (Integrated Vehicle
Tracking) and PIS (Passenger Information System) project with Gujarat State Road Transport
Corporation (GSRTC).
During the year under review, Company has successfully completed Wise
TV (first live in-transit TV channel deployed in the buses and bus depots) project
with GSRTC. The detailed operational & financial impact of the discontinued operation
on account of completion of project is more particularly described in Note No. 38 of
financial statement.
Business and operations are elaborated in Management Discussion &
Analysis (MDA) report as a part of the Annual report.
CHANGE IN NATURE OF BUSINESS:
During the financial year under review, there has been no change in the
nature of the Company.
MATERIAL CHANAGE:
There are no material changes and commitments have occurred after the
close of the financial year till the date of this Report, which materially affect the
financial position of the Company.
REPORT ON PERFORMANCE OF SUBSIDIARY COMPANIES PURSUANT TO RULE 8 (1) OF
THE COMPANIES (ACCOUNTS) RULES, 2014:
Your Company is undertaking various projects and work through
subsidiary and joint ventures. As per Section 129 (3) of the Companies Act, 2013 your,
Directors have pleasure in attaching the consolidated financial statements prepared in
accordance with the applicable accounting standards with this report. Your Company has
only one Subsidiary VED Technoserve India Private Limited ("VED").
VED is engaged in the business of technological project executions and
has successfully executed projects of Public Entertainment System (PES) in the buses and
bus deport of GSRTC and also operating a project of IVT & PIS for GSRTC. The
subsidiary company is performing well and the financial performance is given in Annexure A
to this Report. During the year your Company has sold 40% equity share holding in VED to
bring strategic partnership for augmentation of growth and business.
In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements, including the consolidated financial statements are available at the
Company's website at www.sambhaav.com. The audited financial statements of the
subsidiary and joint venture are available for inspection at the Company's registered
office at Ahmedabad and also at registered offices of the respective companies. Copies of
the annual accounts of the subsidiary and joint venture will also be made available to the
investors of Sambhaav Media Limited upon request.
In terms of proviso to Section 129(3) and Rule 8(1) of the Companies
(Accounts) Rules, 2014, statement containing the salient features; of the subsidiaries,
associates and joint ventures in the prescribed Form: AOC- 1 is annexed to this report as "Annexure
A".
The Company has formed a policy for determining material subsidiaries
which is readily available at the website of the Company at www. sambhaav.com under
the Investor Segment.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES OR
JOINT VENTURES DURING THE YEAR:
There is no change in subsidiaries, associates and joint venture
Companies during the year except VED ceases to be wholly owned subsidiary of your Company.
The Company has sold 2000000 equity shares (40%) of VED and consequent upon the said sell
of shares; VED ceases to be Wholly Owned Subsidiary and shall continue to be Subsidiary
Company of your Company.
TRANSFER TO RESERVES:
During the year under review, the Company has transferred all of its
Net Profit/ (Loss) of the year 2022-23 to Reserves.
DIVIDEND:
The Board of Directors of your company after considering the
requirement of financial resources and in order to create strong economic base and
long-term value for the investors, have decided not to recommend any Dividend for the year
under review.
PUBLIC DEPOSITS:
During the year under review your Company has not accepted any deposits
from the public within the meaning of the provisions of Section 73 and 76 the Companies
Act, 2013.
INSURANCE:
All the existing properties of the Company are adequately insured.
DIRECTORATE:
During the year under review, following mentioned changes occurred with
regard to Board of Directors and Key Managerial Personnel.
Ms. Palak Asawa has resigned as company secretary w.e.f.
July 13, 2022 and Ms. Manisha Mali has been appointed as Company Secretary w.e.f.
July 22, 2022.
Mr. Madhav Shah was appointed as Chief Financial Officer on July
22, 2022 and due to his personal unavoidable reasons he resigned from the post w.e.f.
September 17, 2022. Mr. Mehul Patel has been appointed as Chief Financial Officer w.e.f.
March 06, 2023.
Mr. Kiran B Vadodaria was re-appointed as Chairman and Managing
Director of the Company w.e.f. August 09, 2022.
Mr. Manoj B Vadodaria was appointed as Managing Director and
designation of Mr. Kiran B. Vadodaria was changed as NonExecutive Director w.e.f January
29, 2023.
Mr. Kiran B Vadodaria has tendered his resignation as
Non-Executive Director w.e.f. May 27, 2023.
Except as mentioned herein above, there is no other change in the Board
of Directors and Key Managerial Personnel of the Company during the year.
All the Directors have confirmed that they are not disqualified from
being appointed as Directors in terms of Section 164 of the Companies Act, 2013.
Statement regarding opinion of the Board with regard to appointment of
Independent Director during the year:
In the opinion of the Board, the Independent Directors appointed during
the year possess highest level of integrity, rich experience and requisite expertise in
relevant area. With regard to proficiency, all Independent Directors of the Company i.e.
Mr. N R Mehta (DIN: 00092386), Mr. Dilip D Patel (DIN: 01523277) and Mr. O P Bhandari
(DIN: 00056458) and Mrs. Gouri P Popat (DIN: 08356151) are exempt from the requirement of
online proficiency self-assessment test.
Declaration given by Independent Directors:
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of independence as
prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation
25 read with 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and that there has been no change in the circumstances which may affect
their status as an Independent Director and the same has been noted by the Board. The
Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013.
All the Independent Directors on the Board of the Company are
registered with Indian Institute of Corporate Affairs (IICA), Manesar, Gurgaon as notified
by Central Government under Section 150(1) of the Companies Act, 2013.
Board Evaluation:
pursuant to the provisions of the Companies Act, 2013 and SEBI Circular
date May 10, 2018; an annual performance evaluation of the members of the Board of its own
individually and working of various committees of the Board was carried out. Further in a
separate meeting of the Independent Directors held on January 28, 2023 without presence of
other Directors and management, the Independent Directors had, based on various criteria,
evaluated performance of the Chairman and also performance of the other members of the
Board. The manner in which the performance evaluation was carried out has been explained
in the Corporate Governance Report annexed with this report.
BOARD AND COMMITTEE MEETINGS:
During the year under review, 7 (Seven) Board Meetings, 6 (Six) Audit
Committee Meetings, 4 (Four) Nomination and Remuneration Committee Meetings and 1 (One)
Stakeholders Relationship Committee Meeting were held. The intervening gap between the
meetings was within the period prescribed under the Companies Act, 2013.
The details of the meetings are disclosed in the Corporate Governance
Report appended to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 (3) (c) of the Companies Act,
2013, in relation to the Annual Financial Statements for the Financial Year 2022-23, your
Directors confirm that:
a) In the preparation of Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) The Directors have prepared the Annual Accounts on a going concern
basis;
e) The Directors have laid down an adequate system of internal
financial control to be followed by the Company and such internal financial controls are
adequate and operating efficiently; and;
f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and were
operating effectively.
REPORTING OF FRAUD:
During the year under review, there was no instance of any fraud which
has been reported by any Auditor to the Audit Committee or the Board. ALTERATION OF
MEMORANDUM AND ARTICLE OF ASSOCIATION:
During the year under review no changes have been made in the clauses
of Memorandum and Articles of Association of your Company. SHARE CAPITAL:
During the year, there is no change in the share capital of the
Company. Presently, the paid-up capital of your Company is Rs. 19, 11, 10,840/- comprising
of 191110840 equity shares of Rs. 1/- each.
INDIAN ACCOUNTING STANDARDS:
Pursuant to the notification, issued by the Ministry of Corporate
Affairs (MCA) dated February 16, 2015 relating to the Companies (Indian Accounting
Standard) Rules, 2015, your Company, its subsidiary companies, associate companies and
joint venture Companies have adopted "IND AS" with effect from April 01,2017 and
the financial statements have been prepared in accordance therewith.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Company has implemented all the procedure and adopted all the
practices in conformity with the code of Corporate Governance as enumerated in Schedule V
of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The
Management Discussion and Analysis and Corporate Governance Report are made part of this
report. A certificate from the statutory auditor regarding compliance of the conditions of
Corporate Governance is given in annexure, which is attached hereto and forms part of the
Directors' Report.
STATUTORY AUDITORS AND AUDITOR'S REPORT:
The Board of Directors of the Company at its meeting held on May 20,
2019 had appointed M/s. R K Doshi & Co, LLP Chartered Accountants, (ICAI Registration
No. 102745W/ W100242), as the Statutory Auditor of the Company. Further, the Members of
the Company at the 29th Annual General Meeting of the Company held on September
27, 2019 approved the appointment of M/s. R K Doshi & Co, LLP Chartered Accountants,
for a period of 5 (Five) years commencing from the conclusion of 29th Annual
General Meeting till the conclusion of 34th Annual General Meeting. Also, it
had confirmed that they have subjected themselves to the peer review process of Institute
of Chartered Accountants of India ("ICAI") and hold valid (Certificate No.
010113) issued by the Peer Review Board of the ICAI and they are not disqualified to be
appointed as Statutory Auditor in terms of the provisions to section 139(1), section
141(2) and section 141(3) of the Act and the provisions of the Companies (Audit and
Auditors) Rules, 2014.
The requirement to place the matter relating to appointment of auditors
for ratification by Members at every AGM has been dispensed with by the Companies
(Amendment) Act, 2017 w.e.f. May 7, 2018. Accordingly, no resolution is being
proposed for ratification of reappointment of statutory auditor at the ensuing Annual
General Meeting.
The Auditors' Report to the Members for the year under review by M/s. R
K Doshi & Co, LLP attached to this Annual Report does not contain any qualification or
adverse remark and the report is self explanatory and therefore do not call for any
further clarifications under Section 134(3) (f) of the Act.
SECRETARIAL AUDITOR'S REPORTS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the
Company has appointed Mr. Umesh Ved, Practicing Company Secretary (Membership No. 4411) of
M/s. Umesh Ved & Associates, to undertake the Secretarial Audit of the Company for the
year 2022-23. The report of the Secretarial Auditor is annexed herewith as "Annexure
B". The report of the secretarial auditor does not contain any qualification or
adverse remark and is self-explanatory. The report is confirming compliance by the Company
of all the provisions of applicable corporate laws.
Since VED Technoserve India Pvt. Ltd. ceases to be material subsidiary
of your Company in terms of applicable provisions of SEBI Listing Regulations; Secretarial
Audit Report thereof is not applicable.
Pursuant to the SEBI circular dated February 08, 2019, the Company has
obtained an Annual Secretarial Compliance Report from M/s. Umesh Ved & Associates,
Practicing Company Secretaries, Ahmedabad which is available on the Company's website at www.sambhaav.
com under Investor' segment.
AUDIT COMMITTEE:
The Company has constituted an Audit Committee in accordance with the
provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Committee reviewed the
financial results and financial statements, audit process, internal control system, scope
of internal audit, independence of auditor, related party transactions and compliance of
related regulations as prescribed. The Composition and terms of reference of the Audit
Committee is more specifically given in the Corporate Governance Report as a part to this
report.
VIGIL MECHANISM (WHISTLE BLOWER POLICY):
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 read with Section 177(9) of the Act and Regulation 22 of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015, the Company has adopted a Vigil
Mechanism (Whistle Blower Policy) for the employees of the Company. The objective behind
such policy is to establish a redressal forum, which addresses all concerns raised on
questionable practices and through which the Directors and employees can raise instances
of unethical behavior, actual or suspected fraud or violation of the Company's code of
conduct to the management. No Personnel have been denied access to the Audit Committee.
The details of the Whistle Blower Mechanism are explained in the Corporate Governance
Report and such policy is available on the Company's website at www.sambhaav.com
under Investor' segment.
DISCLOSURE IN TERMS OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has constituted the policy for Prevention of Sexual
Harassment at Work place (POSH) and Internal Complaints Committee pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 in the
Board Meeting held on May 20, 2019. This helps employees to register their complaints
against sexual harassment and the right to work with dignity.
During the year under review, the Company has neither received any
complaints in this regard nor any complaint pending at the beginning and ending of the
year.
MONITORING AND PREVENTION OF INSIDER TRADING:
In terms of the Regulation 9 of SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended; the Company has adopted revised Code of Conduct
prohibiting, regulating and monitoring the dealings in the securities of the Company by
Insiders and Designated Persons while in possession of Unpublished Price Sensitive
Information (UPSI) in relation to the securities of the Company. The code of conduct is
available at the Company's website at www.sambhaav.com under Investor'
segment.
The Company has also in terms of Regulation 9A of the SEBI (Prohibition
of Insider Trading) Regulations, 2015; put in place institutional mechanism for prevention
of insider trading. The audit committee on yearly basis review the compliances made under
the regulation as well as the effectiveness of the internal control system to monitor and
prevent insider trading.
STATUTORY DISCLOSURES REQUIRED UNDER RULE 8(3) OF THE COMPANIES
(ACCOUNTS) RULES, 2014:
There is no foreign exchange earnings and outgo during the year under
review. Conservation of energy has always been of immense importance to your Company and
all the equipments consuming energy have been placed under continuous and strict
monitoring. In view of the nature of the operations, no report on the other matters is
required to be made under section 134 (3) (m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT MADE BY THE COMPANY
DURING THE YEAR:
As regards investments by the Company, the details of the same are
provided under Note No. 04 forming part of the notes to financial statements of the
Company for the financial year 2022-23. Details of loans given to other persons covered
under Section 186 of the Companies Act, 2013 are given in the Note No. 36 of the notes to
the Standalone Financial Statements.
RELATED PARTY TRANSACTIONS:
Pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015 the Company has adopted policy on dealing with related
party transactions. The Policy intends to ensure that proper reporting; approval and
disclosure processes are in place for all transactions between the Company and the related
parties. All related party transactions that were entered into by the Company during the
financial year were in the ordinary course of business and at arm's length basis. All
Related Party Transactions are placed before the Audit Committee/ Board, as applicable,
for their approval. Omnibus approval is taken for the transactions which are repetitive in
nature. The disclosure of related party transactions as required under Section 134(3) (h)
of the Companies Act, 2013 in Form AOC-2 is annexed as "Annexure D" to
this report.
The policy on related party transactions as approved by the Board is
available on the website of the company www.sambhaav.com under investor segment.
Disclosures of transactions with related parties including significant
material related party transactions made by the Company with its Directors, Promoters, Key
Managerial Personnel or their relative. In terms of Schedule V read with Regulation 34(3)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended is
given in Note No. 35 of the Notes to the Financial Statements.
INTERNAL FINANCIAL CONTROL SYSYTEM AND THEIR ADEQUACY:
The Company has an internal control system in terms of the requirements
under Section 134(5) (e) of the Companies Act, 2013 commensurate with the size, scale and
complexity of its operations, which is cognizant of applicable laws and regulations and
the accurate reporting of financial transactions in the financial statements. The Company
is continuously trying to upgrade such systems in place and also it is supplemented by
extensive internal audits, conducted by independent firms of Chartered Accountants M/s MBD
& Co LLP at Ahmedabad.
RISK MANAGEMENT & RISK MANAGEMENT POLICY:
Your company recognizes that risks are integral part of business
activities and is committed to mitigating the risks in a proactive and efficient manner.
Also, Risk Management process or policy of the Company includes identification of
potential risks, risk assessment, minimization procedures and periodical review to ensure
that executive management controls risk by means of a properly designed framework. The
Audit Committee is kept reviewed such risk management policy and processes, which are more
specifically discussed in Management Discussion & Analysis (MDA) report as a part of
the Annual report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company does not exceed the threshold limits mentioned in Section
135(1) of the Companies Act, 2013. Therefore, the provisions pertaining to Corporate
Social Responsibility (CSR) are not applicable to the Company.
NOMINATION AND REMUNERATION COMMITTEE AND POLICY ON DIRECTORS
APPOINTMENT AND REMUNERATION :
Pursuant to the provisions of Section 178 of the Companies Act, 2013
and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Company has constituted Nomination and Remuneration Committee and adopted policy
on appointment and remuneration of Directors and Key Managerial Personnel. The
composition, terms of reference of the Committee are given in the Corporate Governance
Report as a part to this Report. The said policy is also available at the website of the
company at www.sambhaav.com under the investor segment.
MATERIAL CHANGES:
No material changes have taken place after March 31, 2023 and till the
date of the report, which may substantially affect the financial performance or the
statement of the Company.
EMPLOYEES:
During the year under review, no employee of the Company was in receipt
of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
PARTICULARS OF EMPLOYEES:
The information as required pursuant to Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company,
will be provided upon request. In terms of the provisions of Section 136(1) of the
Companies Act, 2013, the annual report and accounts are being sent to the members and
others entitled thereto, excluding the information on employees' particulars which is
available for inspection by the members at the registered office of the company during
business hours on any working day of the Company up to the date of ensuing Annual General
Meeting. If any member is interested in obtaining a copy thereof, such member may write to
the Company Secretary in this regard. Disclosure pertaining to remuneration and other
details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
given in the "Annexure C" to this report.
CREDIT RATING:
Borrowing made by the Company is brought down below the prescribed
limits under the BASEL Norms and therefore Credit Rating is not applicable to your
Company.
DISCLOSURES IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
The information as required under Rule 5(1) and 5(2) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 are given in "Annexure
C" to this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with all applicable mandatory Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI).
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURT OR TRIBUNALS:
During the year under review, there were no material and significant
orders passed by the regulators of courts or tribunals impacting the going concern status
and the company's operations in future.
ANNUAL RETURN:
Pursuant to Section 134(3) (a) and Section 92(3) of the Companies Act,
2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, a
copy of the Annual Return for the financial year ended on March 31,2023 is placed on the
website of the Company and can be accessed at www.sambhaav.com under the Investor
Segment.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:
During the year under review, there were no applications made or
proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During year under review, there has been no one time settlement of
Loans taken from Banks and Financial Institutions.
BUSINESS RESPONSIBILITY AND SUSTAINABLE REPORTING (BRSR):
Your Company does not fall within the prescribed criterion for
publishing BRSR in terms of Regulation 34 of SEBI (Listing Obligation Disclosure
Requirement) Regulations 2015 and therefore BRSR is not required to be filled and
published.
APPRECIATIONS AND ACKNOWLEDGMENTS:
The Board of Directors would like to place on record their gratitude
for the guidance and cooperation extended by Company's employees, customers, vendors,
clients, and partners. The Directors also take this opportunity to thank all Investors,
Banks, Financial Institutions, Stakeholders, Corporations, Government and Regulatory
Authorities and their agencies and Stock Exchanges for their continued cooperation.
Date: May 26, 2023 |
FOR AND ON BEHALF OF THE
BOARD OF DIRECTORS |
Place: Ahmedabad |
OF SAMBHAAV MEDIA LIMITED |
|
MANOJ B VADODARIA |
|
Chairman & Managing
Director |
|
DIN:00092053 |
|