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Directors Report of Sambhaav Media Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting herewith 25th Annual Report together with the audited statement of accounts of the Company for the year ended on 31st March, 2015.

STATE OF THE COMPANY'S AFFAIRS:

Standalone Financial Highlights

Particulars For the Year Ended (Amt. in Lacs)

31st March, 2015 31st March, 2014

Revenue from Operations 2331.75 3271.94

Other Income 117.29 161.32

Total Revenue 2449.04 3433.26

Less: Total Expenses 2136.52 3141.38

Profit Before Tax 312.52 291.88

Less: Current Tax 110.00 104.00

Less: Earlier Years Tax (8.21) 9.85

Less: Deferred Tax (144.25) (51.41)

Net Profit After Tax 354.98 229.44 Add: Balance Brought forward

from previous year 1642.60 1413.17

Add: Change in depreciation (415.68) - as per Companies Act, 2013

Profit available for Appropriation 1581.90 1642.61

Securities Premium 1195.45 1195.45

Capital Reserve 2.28 2.28

Revaluation Reserve 752.90 752.90

Surplus carried to Balance Sheet 3532.53 3593.24

Paid up Share Capital 1461.11 1461.11

Net Worth 4993.64 5054.35

Review of Operations

Your Company operates broadly in print media, advertising, and electronic media.

During the year under review Sambhaav Metro has been re-launched with improved contents and quality. The newspaper is well appreciated by the readers and achieving good response from the advertisers. “Abhiyaan” magazine has also witnessed increase in readership and advertisements during the year.

Considering the impact of digitization and increasing usage of social media and internet, your Company is about to launch a web portal for news, entertainment, gaming, and knowledge sharing. The web portal shall help to develop business as well as brand the Company and create platform for the stakeholders to interact with the Company.

During the year under review your Company has entered into an arrangement with M/s Gujarat New Broadcasters Pvt. Ltd. for acquiring marketing rights of VTV – Gujarati TV news channel. The arrangement shall provide platform to your Company to foray into TV Channels business.

The Public Entertainment Systems (PES), under the brand name WISE TV, installed in the buses and bus deports of GSRTC has been performing successfully. During the year under review several PESs were shifted from one bus to another on account of replacement of old buses with new by the GSRTC. This has for the time being affected the advertisements and thereby decreased the revenue. Your Company has made arrangement with competent and prestigious agencies for running of PES and advertisements to ensure the market for the WISE TV Project

The Board of Directors of your Company foresees ample opportunities in electronic media in days to come. The Government is expected to declare tenders for licenses of FM radio stations for Tire II and Tire III cities and your Company desires to bid for the Gujarat and nearby states.

With regard to the financial performance during the year under review the turnover of your Company is decreased by 40% from Rs. 3433.26 Lacs to Rs. 2449.04 Lacs as compared to the previous financial year. The net profit after tax is increased by 54.72 % from Rs. 229.44 Lacs to Rs. 354.98 Lacs. The fall in the turnover is predominantly due to closure of OOH activities of the Company. During the year under review there is no change in the nature of business of the Company.

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

During the year under review your Company has further infused share capital of Rs. 400 Lacs by way of subscribing to equity shares of its wholly owned subsidiary Company M/s VED Technoserve India Pvt. Ltd. The subsidiary company is engaged in the business of IT enabled services and is implementing and maintaining the Public Entertainment System of GSRTC Project of your Company. The performance of the subsidiary company is found satisfactory during the year under review

As per Section 129 (3) of the Companies Act, 2013 and Clause 32 of the Listing Agreement your Directors have pleasure in attaching the consolidated financial statements prepared in accordance with the applicable accounting standards with this report

In terms of proviso to Section 129(3) and rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features and financial position of the subsidiary company is mentioned in the notes to the accounts.

DIVIDEND

As a matter of sound accounting practice and management philosophy; your Directors are of the opinion to make sound economic base for the Company and in order to conserve the resources; do not 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 provisions of Section 73 of the Companies Act, 2013.

INSURANCE

All the existing properties including plant and machinery, building, stocks, assets of Out of Home and GSRTC Project etc. are adequately insured

DIRECTORATE

Pursuant to Section 152 of the Companies Act, 2013, Mr, Manoj B. Vadodaria, (DIN:00092053) Director of the Company retires by rotation at the ensuing annual general meeting of the company and being eligible offers himself for reappointment

During the year under review Mr. N V Vasani has tendered resignation from the office of the Directorship due to continuous ill health and not being able to take part in the affairs of the Company. The Board of Directors place on record the contribution made by Mr. N V Vasani during his tenure of Directorship. The Board also took note of sad demise of Mr. N V Vasani.

During the year under review Mr. Ram Kumar Gupta has been appointed as an additional director of the Company on 20th September, 2014. In terms of Section 149 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, the Company has appointed Mrs. Raksha S. Bharadia as a Woman Director on 28th March, 2015.

Further during the year Ms. Chaitali B. Parikh was appointed as the Company Secretary who resigned on 31st March, 2015. During the year under review Mr. Kamalesh G Shah has resigned as the Chief Finance Officer on 29th May, 2014 and Mr. Kalpesh Pandya has been appointed as the Chief Finance Officer w.e.f. 14th November, 2014.

Pursuant to the requirement of Section 149 (7) of the Companies Act, 2013, the Independent Directors have submitted their declarations to the Board that they meet the criterion of independence as provided in Section 149 (6) of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, an annual performance evaluation of the members of the Board of its own individually and working of the various committees of the Board was carried out. The manner in which the performance evaluation was carried out has been explained in the Corporate Governance Report.

BOARD MEETINGS

During the year under review six Board Meetings and four Audit Committee Meetings were held. The details of the meetings are given in the Corporate Governance Report as a part to the Boards’ Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013 your Directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgment 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 and loss of the company for that period.

c) the Directors had 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 for preventing and detecting fraud and other irregularities.

d) the Directors had prepared the annual accounts on a going concern basis; and

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) systems to ensure compliance with the provisions of all applicable laws and were in place and were adequate and operating effectively

LISTING OF SHARES

The Equity Shares of the Company are presently listed at the Bombay Stock Exchange Ltd (BSE), and National Stock Exchange of India Ltd (NSE). The Company has duly paid the annual listing fees for the year 2015-16 to BSE and NSE. Adequate care is being taken to comply with almost all the norms and guidelines as per the applicable provisions of the listing agreement.

The Company's equity shares are under 'compulsory demat '. The ISIN allotted to the Company is INE699B01027. As required by the SEBI's circular, the Company has appointed M/s MCS Ltd. as its registrar and share transfer agent also to undertake transfer of physical share certificates besides acting as Electronic Registrars

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Company has generally implemented the procedure and adopted practices in conformity with the Code of Corporate Governance as enumerated in Clause 49 of the Listing Agreement with the stock exchanges. The Management Discussion and Analysis and Corporate Governance Report are made a part of this report. A certificate from the company secretary in practice regarding compliance of the conditions of corporate governance is given in annexure, which is attached hereto and forms part of the Directors' report.

Disclosure in terms of Schedule V (Part II) (Section II) (B) (iv) (IV) of the Companies Act, 2013 are mentioned in Corporate Governance Report as a part of this report.

STATUTORY AUDITORS

M/s. Dhirubhai Shah & Doshi, Chartered Accountants, Ahmedabad retires at the ensuing annual general meeting and is eligible for reappointment. The Company has received a certificate from them that their re-appointment if approved by the shareholders would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The members are requested to appoint statutory auditors to hold office until the conclusion of the next annual general meeting of the Company.

AUDITORS' REPORT

The auditors' report for the year ended 31st March, 2015 and the notes forming part of the accounts referred to in the auditors' report are self-explanatory and give complete information.

SECRETARIAL AUDITOR'S REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s R S Sharma & Associates, Company Secretaries to undertake the secretarial audit of the Company. The report of the secretarial auditor is annexed herewith. The report of the secretarial auditor is self explanatory. The delay in filing ROC forms and VAT returns are procedural delay due to administrative reasons.

AUDIT COMMITTEE

The audit committee constituted in accordance with Clause 49 of the Listing Agreement reviewed the financial results and financial statements, audit process, internal control system, scope of internal audit and compliance of related regulations as prescribed under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Composition and terms of reference of the audit committee is given in the Corporate Governance Report as a part of the Boards’ Report.

VIGIL MECHANISAM (WHISTLE BLOWER POLICY)

The Company has established Vigil Mechanism (Whistle Blower Policy) in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement for the employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct. The details of the Vigil Mechanism is explained in the Corporate Governance Report and policy is available on the Company's website.

DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

Detail of foreign exchange earnings and outgo form part of the financial statement for 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

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

In terms of Clause 49 of the Listing Agreement the Company has adopted policy on dealing with related party transactions. All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and were at arm's length basis. There are no material significant related party transactions made by the Company with its Directors, Promoters, Key Managerial Personnel or their relative exceeding the limit prescribed under Section 188 (1) of the Companies Act, 2013 read with Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014.

BUSINESS RISK MANAGEMENT

In terms of the requirement of Clause 49 of the Listing Agreement; the Company has constituted Business Risk Management Committee. The details of the Committee and terms of reference are given in the Corporate Governance Report forming part of the Board of Directors' Report.

The Company has adopted a policy indentifying and evaluating various business risks and mechanism to mitigate the risk. The policy aims to provide framework for the evaluation of various risk and entire risk management. The key business risks identified by the Company are as under:

TECHNOLOGICAL CHANGES

Your Company operates in media, communication and advertising business which is largely impacted by the technological changes. Technology and increasing usage of social media make the business of the Company capricious. To mitigate this risk, technological management team and business head continuously research the new avenues, opportunities, technological updating, access impact of technology on society, and suggest changes whenever required. Your Company has adopted technological governance framework to further strengthen its activities.

COMPETITION RISK

Competition in business is inevitable. The business in which your Company operates is highly competitive in nature with foray of new entrances and some of the existing players.

To mitigate this risk your Company has developed unique business model of diversified products of press and publication, transit TV Channel, Out of Home Advertising, TV Channel and Online Portal. The Company is leveraging on its expertise, experience and creating capacities to increase market share, enhanced branding and enlarge product portfolio for diversification of competition risk. Further your Company also focuses on improving its infrastructure, product quality and sales team to offer value to the customers.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has voluntarily started a campaign “My Own Street” as a part of Clean India Campaign. The campaign envisages to spread awareness of environmental protection and cleanliness by encouraging people to participate and make habit to keep the society clean. The initiative of your Company is being well appreciated by all.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 and policy on appointment and remuneration of Directors and KMPs are given in the Corporate Governance Report as a part to the Boards’ Report

BORROWING

Your Company has made arrangement for various financial facilities with the bankers to meet its day to day working capital and other long and medium term fund requirement and its outstanding balance is Rs. 1698.66 Lacs as on 31st March, 2015.

MATERIAL CHANGES

No material changes have taken place since the closure of the financial accounts up to 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.

DISCLOSURES IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Rule 5 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 Section 136 of the Act, the reports 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 working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance

EXTRACT OF THE ANNUAL RETURN

The extract of annual return in the prescribed Form MGT-9 for the financial year 31st March, 2015 is attached with the Directors'Report as 'Annexure'.

ACKNOWLEDGMENT

Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company by the shareholders, investors, customers, corporations and government authorities. Directors of your Company specifically express their gratitude to the sole banker of the Company, Dena Bank who has extended immense support to the Company for implementation of all the projects in time. Further, your Directors also keenly appreciate the dedicated commitment of the employees without which the sustained progress of the Company would not have been the realty

For and on behalf of Board of Directors Kiran B. Vadodaria Date: May 09, 2015 Chairman Place: Ahmedabad (DIN: 00092067)


Mar 31, 2014

The Members, Sambhaav Media Limited

The Directors have pleasure in presenting herewith 24th Annual Report together with the audited statement of accounts of the Company for the year ended on 31st March, 2014.

(Rs. in Lacs)

Particulars Year ended Year ended 31st March, 2014 31st March, 2013

Revenue from Operations 3271.94 3432.88

Other Income 161.32 139.55

Total Revenue 3433.26 3572.43

Profit before Depreciation & Amortization and Exceptional Item 907.30 895.57

Less: Depreciation & Amortization 478.87 559.93

Operative Profit before Exceptional Item and Tax 428.43 335.64

Less: Exceptional items income / expenses (136.55) (31.02)

Profit Before Tax 291.88 304.62

Less: Tax Expense

Income Tax 113.86 117.00

Deferred Ta x Liabilities / Assets (51.42) 26.57

Profit /(Loss) after Tax 229.44 161.05

REVIEW OF OPERATIONS:

Your Company is primarily engaged in the business of printing and publication of newspaper, magazine, Out of Home activities, Transit Media in the form of Public Entertainment Systems of GSRTC. Your Company publishes "Sambhaav Metro" a multi color tabloid Gujarati noon newspaper and "Abhiyaan" a Gujarati weekly. Your Company is pleased to inform that during the year under review "Abhiyaan" has been re-launched with improved quality of printing, contents and advertisements. The magazine is also available on website at www.abhiyaanmagazine.com . Your Company is in process of re-launching "Sambhaav Metro" with more number of pages, with better quality of content and articles. Further looking to the increased use of tablets, mobile and internet, a new portal is under construction to meet the demands from viewers. The Public Entertainment Systems installed in the buses and bus depots of GSRTC has been running successfully and is receiving overwhelming response.

Further your Company envisages to shift the printing arrangement from the existing place to outside city area in order to meet the requirement of additional space for installation of modern machinery and equipments.

During the year under review total revenue has decreased by 3.90 % from Rs. 3572.43 to Rs. 3433.26 as compared to the previous financial year. The net profit after tax has been increased by 42.47 % from Rs. 161.05 to Rs 229.44 as compared to the previous financial year. The fall in revenue is predominantly due to recessionary scenario in market and implementation Parliamentary Election code of conduct in the year under consideration.

DIVIDEND:

As a matter of sound accounting practice and management philosophy, your Directors are of the opinion to make sound and strong economic base for the Company and in order to conserve the resources; do not recommend any dividend for the current year.

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

HUMAN RESOURCE MANAGEMENT:

Employees are vital input for your Company. Your Company created a favorable work environment that encourages innovation and superior performance. Your Company has also set up a scalable recruitment and human resource management process, which enables your Company to attract and retain high caliber employees.

INSURANCE:

All the existing properties including plant and machinery, building, stocks, assets of Out of Home and GSRTC Project etc. are adequately insured.

DIRECTORATE:

Pursuant to Section 152 of the Companies Act, 2013, Shri Manoj B. Vadodaria, Directors of the Company retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

As per the provisions of section 149 of the Companies Act, 2013 and rules made there under, your Directors are seeking appointment of Shri Dilip D Patel, Shri N R Mehta and Shri O P Bhandari as the Independent Directors of the Company for a term of five consecutive years. The Board recommends their appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, your directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

2. That they 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 and loss account of the Company for the period.

3. That they 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 for preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts on a going concern basis.

LISTING OF SHARES:

The Equity shares of the Company are presently listed at the Bombay Stock Exchange Ltd (BSE), and National Stock Exchange of India Ltd (NSE). The Company has duly paid the annual listing fees for the year 2014-15 to BSE and NSE. Adequate care is being taken to comply with almost all the norms and guidelines as per the applicable provisions of the listing agreement.

The Company''s equity shares are under ''compulsory demat ''. The ISIN allotted to the Company is INE699B01027. As required by the SEBI''s circular, the Company has appointed M/s MCS Limited as its registrar & share transfer agent also to undertake transfer of physical share certificates besides acting as Electronic Registrars.

CORPORATE GOVERNANCE:

The Company has generally implemented the procedure and adopted practices in conformity with the code of Corporate Governance as enumerated in clause 49 of the listing agreement with the stock exchanges. The management discussion & analysis and corporate governance report are made a part of the annual report. A certificate from the company secretary in practice 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:

M/s. Dhirubhai Shah & Doshi. Chartered Accountants, Ahmedabad retires at the ensuing annual general meeting and is eligible for reappointment. During the year the name of the firm of the Statutory Auditor has been changed from Dhirubhai Shah & Co. to Dhirubhai Shah & Doshi. The Company has received a letter in this regard and certificate from them that their appointment if approved by the shareholders would be within the ceiling prescribed under Section 139 of the Companies Act 2013 (corresponding section 224 (1B) of the Companies Act, 1956) and rules made thereunder and that the firm eligible for appointment and is not disqualified for appointment under this act and rules made thereunder. The members are requested to appoint auditors to hold office until the conclusion of the next annual general meeting of the Company.

AUDITORS'' REPORT:

The auditors'' report for the year ended 31st March, 2014 and the notes forming part of the accounts referred to in the auditors'' report are self-explanatory and therefore, in the opinion of Board of Directors, do not call for any further explanation.

SECRETARIAL AUDITOR''S REPORT:

M/s R S Sharma & Associates, company secretaries, Ahmedabad had carried out secretarial audit of the compliance of the rules and regulations of various corporate and securities laws and their report for the year is annexed to this report.

COST AUDIT COMPLIANCE CERTIFICATE:

Your Company has, in compliance of the provisions of the Companies (Cost Accounting Record) Rules 2011, read with rules and regulation made there under by the cost audit branch of the Ministry of Corporate Affairs; obtain compliance certificates from M/s J B Mistri & Co., cost accountants, Ahmedabad.

AUDIT COMMITTEE:

The audit committee constituted in accordance with clause 49 of the listing agreement reviewed the internal control system, scope of internal audit and compliance of related regulations. The audit committee also reviewed at length and approved the financial statements before the same were considered by the Board of Directors 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 in Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details of foreign exchange earnings and outgo form part of notes to the Balance Sheet for the period 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 217 (1) (e) of the Companies Act, 1956 read with rule made there under.

SUBSIDIARY COMPANY:

Your Company has made an investment of Rs. 100 Lacs by way of subscribing to equity shares of its wholly Owned Subsidiary Company M/s VED Technoserve India Pvt. Ltd (Formerly Sambhaav Infosolutions Pvt. Ltd). The subsidiary company is engaged in the business of IT enabled services and is implementing and maintaining the Public Entertainment System of GSRTC Project of your Company.

As per clause 32 of the listing agreement entered into with stock exchanges, your directors have pleasure in attaching the consolidated financial statements prepared with the applicable accounting standards in this regard.

Ministry of Corporate Affairs, Government of India has granted general exemption under Section 212(8) of the Companies Act, 1956 vide General Circular No: 2/2011 dated 8th February, 2011 from attaching the Balance Sheet, Profit & Loss Account and other documents of the Subsidiaries to Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said general circular, is disclosed in this Annual Report. The Company will make available the Annual Accounts of Subsidiary Companies and the related details information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Result of the Company includes financial results of its Subsidiary Companies.

BORROWING:

Your Company has made arrangement for various financial facilities with the bankers to meet its day to day working capital and other long and medium term fund requirement and its outstanding balance as on 31st March, 2014 is Rs. 1825.44 Lacs.

MATERIAL CHANGES:

No material changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance, and / or the statement of the Company.

ACKNOWLEDGMENTS

Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company by the shareholders, investors, customers, corporations and government authorities. Directors of your Company specifically express their gratitude to the sole banker of the Company, Dena Bank who has extended immense support to the Company for implementation of all the projects in time. Further, your Directors also keenly appreciate the dedicated commitment of the employees without which the sustained progress of the Company would not have been the reality.

Date: 29th May, 2014 For, and on behalf of Board of Directors

Place: Ahmedabad Kiran B. Vadodaria

Chairman & Managing Director

DIN: 00092067


Mar 31, 2013

To, The Members of Sambhaav Media Limited

The Directors have pleasure in presenting herewith 23rd Annual Report together with the audited statement of accounts of the Company for the year ended on 31st March, 2013.

FINANCIAL RESULTS:

(Rs.in Lacs)

Particulars Year ended Year ended 31st March, 2013 31st March, 2012

Revenue from Operations 3442.99 3326.80

Other Income 140.65 119.31

Total Revenue 3583.64 3446.11

Profit before Depreciation & Amortization and

Exceptional Item and Tax 895.57 762.28

Less: Depreciation & Amortization 559.93 444.51

Operative Profit before Exceptional Item and Tax 335.64 317.77

Less: Exceptional items Income/(Expenses)(Net) (31.02) (127.93)

Profit Before Tax 304.62 189.84

Less: Tax Expense

Income Tax 117.00 75.00

Deferred Tax 26.57 39.81

Profit /(Loss) after Tax 161.05 75.03

DIVIDEND:

As a matter of sound accounting practice and management philosophy, your Directors are of the opinion to make sound and strong economic base for the Company and in order to conserve the resources; your Directors do not recommend any dividend for the current year.

OPERATIONS AND BUSINESS OVERVIEW: Print Media:

Your Company publishes "Sambhaav Metro" a multi colour tabloid Gujarati noon newspaper and "Abhiyaan" a Gujarati weekly magazine from Ahmedabad. Both these publications are having remarkable readership appreciation during the last couple of years.

The weekly magazine "Abhiyaan" is also available on newly launched website at www.abhiyaanmagazine.com and receiving overwhelming response from national and International readers.

Your Company is also proposing to add some more job work assignments in our job work division in the ensuing period which is expected to enhance the job wok revenue also.

Out of Home Media:

The instant year was under stress for the outdoor advertisement industry due to the slow down in the economy. Despite, your Company has comparatively achieved good business. Your Company has considered cost vs benefit principle and some non viable hoardings and sites have been surrendered in order to reduce the fixed overhead. The Company has in past made impressive presence in the industry and is constantly endeavoring to capture the maximum market shares by obtaining prime location hoardings and sites.

You Company is also endeavorting to identify other players in the market for joint venture or other arrangements to boost up the inorganic growth.

Public Entertainment System (PES Project):

As you are well aware that your Company has been awarded a tender from GSRTC of implementing and running "Public Entertainment System" (PES) in the 7500 buses and at 50 bus stands. The Company has successfully installed PES in 2000 buses and 50 bus stands under the brand name "WISE TV" (Wireless Interactive Smart Entertainment). Your Company is in the process of installing PES in additional 1000 buses during the current year.Your Company has also launched a separate website www.wisetv.co.in during the year under review. For the entertainment programs to be telecasted for Wise TV, the company has tied up and acquired the rights from various sources and is negotiating with channels and telecasting rights owner for the program. The company has also established its own studio for producing in house program for Wise TV.

Wise TV is a first and unique transit channel in the country which is non satellite TV channel providing entertainment with update of news, sports and stock market index. Hence "WISE TV" has become a house hold name in the passengers of buses operated by GSRTC. Similarly, it has become very popular amongst our clients and advertising agencies.

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

INSURANCE:

All the existing properties including plant and machinery, building, stocks, assets of Out of Home and GSRTC Project etc. are adequately insured.

DIRECTORATE:

Pursuant to Section 256 of the Companies Act, 1956, Shri Dilip D. Patel and Shri N R Mehta, Directors of the Company retire by rotation at the ensuing AGM of the Company and being eligible offer themselves for reappointment.

The Board of Directors of your Company has reappointed Shri Kiran B. Vadodaria as a Chairman & Managing Director w.e.f 9th February, 2013 for a period of five years subject to the approval of members of the Company. The members are requested to pass necessary special resolution at the AGM.

Your Company has appointed Mr. Amit Kumar Ray as a Whole Time Directror w.e.f 9th February, 2013 for a period of three years subject to the approval of members of the Company. The members are requested to pass necessary special resolution at the AGM.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, your Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That they 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 and loss account of the Company for the period.

3. That they 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 for preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts on a going concern basis.

LISTING OF SHARES:

The Equity shares of the Company are presently listed at the Bombay Stock Exchange Ltd (BSE), and National Stock Exchange of India Ltd (NSE). The Company has duly paid the annual listing fees for the year 2013-14 to BSE and NSE. Adequate care is being taken to comply with almost all the norms and guidelines as per the applicable provisions of the listing agreement.

The Company''s equity shares are under Rs.compulsory demat''. The ISIN allotted to the Company is INE699B01027. As required by the SEBI''s circular, the Company has appointed M/s MCS Limited as its Registrar & Share Transfer Agent also to undertake transfer of physical share certificates besides acting as Electronic Registrars.

CORPORATE GOVERNANCE:

The Company has generally implemented the procedure and adopted practices in conformity with the code of Corporate Governance as enumerated in clause 49 of the listing agreement with the stock exchanges. The management discussion & analysis and corporate governance report are made a part of the annual report. A certificate from the company secretary in practice 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:

M/s. Dhirubhai Shah & Co., Chartered Accountants, Ahmedabad retires at the ensuing annual general meeting and is eligible for reappointment. The Company has received a certificate from them that their appointment if approved by the shareholders would be within the ceiling prescribed under section 224 (1B) of the Companies Act, 1956. The members are requested to appoint auditors to hold office until the conclusion of the next annual general meeting of the Company.

AUDITORS'' REPORT:

The auditors'' report for the year ended 31st March, 2013 and the notes forming part of the accounts referred to in the auditors'' report are self-explanatory and give complete information.

SECRETARIAL AUDITOR''S REPORT:

M/s R S Sharma & Associates, Company Secretaries, Ahmedabad had carried out secretarial audit of the compliance of the rules and regulations of various corporate and securities laws and their report for the year is annexed to this report.

COST AUDIT COMPLIANCE CERTIFICATE:

Your Company has, in compliance of the provisions of the Companies (Cost Accounting Record) Rules 2011, read with rules and regulation made there under by the cost audit branch of the Ministry of Corporate Affairs; obtain compliance certificates from M/s J B Mistri & Co., cost accountants, Ahmedabad.

AUDIT COMMITTEE:

The audit committee constituted in accordance with clause 49 of the listing agreement reviewed the internal control system, scope of internal audit and compliance of related regulations. The audit committee also reviewed at length and approved the financial statements before the same were considered by the Board of Directors 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 in Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details of foreign exchange earnings and outgo form part of notes to the Balance Sheet for the period 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 Sections 217(1) (e) of the Companies Act, 1956 read with The Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

BORROWING:

Your Company has made arrangement for various financial facilities with the bankers to meet its day to day working capital and other long and medium term fund requirement and its outstanding balance is Rs. 2168.59 Lacs as on 31st March, 2013.

MATERIAL CHANGES:

No material changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance, or the statement of the Company.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company by the shareholders, investors, customers, corporations and government authorities. Directors of your Company specifically express their gratitude to the sole banker of the Company, Dena Bank who has extended immense support to the Company for implementation of all the projects in time. Further, your Directors also keenly appreciate the dedicated commitment of the employees without which the sustained progress of the Company would not have been the realty.

Date: 21st May, 2013 For and on behalf of Board of Directors

Place: Ahmedabad

Kiran B. Vadodaria

Chairman & Managing Director


Mar 31, 2012

To, The Members of Sambhaav Media Limited

The Directors have pleasure in presenting herewith 22nd Annual Report together with the audited statement of accounts of the Company for the year ended on 31st March, 2012.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year Ended Year Ended

31st March, 2012 31st March, 2011

Revenue from Operations 3326.47 3599.44

Other Income 116.04 171.86 Total Revenue 3442.51 3771.30 Profit before Depreciation & Amortization and 767.40 827.38 Exceptional Item and Tax

Less: Depreciation & Amortization 444.51 491.20

Operative Profit before Exceptional Item and Tax 322.89 336.18

Less: Exchange Rate Loss/FCDL 5.12 60.97

Less: Exceptional items Income/(Expenses)(Net) 127.93 (6.86)

Profit Before Tax 189.84 282.07 Less: Tax Expense

Income Tax 75.00 85.00

Deferred Tax 39.81 (0.53)

Profit /(Loss) after Tax 75.03 197.60

DIVIDEND:

As a matter of sound accounting practice and management philosophy, your Directors are of the opinion to make sound and strong economic base for the Company and in order to conserve the resources; your Directors do not recommend any dividend for the current year.

OPERATIONS AND BUSINESS OVERVIEW: Print Media:

Your Company publishes "Sambhaav Metro" a multi color tabloid Gujarati noon newspaper and "Abhiyaan" a Gujarati weekly magazine from Ahmadabad. Both these publications are having remarkable readership appreciation during the last couple of years.

Your Company is pleased to inform that now the weekly magazine "Abhiyaan" is also available on newly launched website at www.abhiyaanmagazine.com and receiving overwhelming response from national and International readers.

Your Company is also proposing to add some more job work assignments in our job work division in the ensuing period which is expected to enhance the job wok revenue also Out of Home Media:

The instant year was under stress for the outdoor advertisement industry due to the slowdown in the economy. Despite, your Company has comparatively achieved good business. Your Company has considered cost vs benefit principle and some non viable hoardings and sites have been surrendered in order to reduce the fixed overhead. The Company has in past made impressive presence in the industry and is constantly endeavoring to capture the maximum market shares by obtaining prime location hoardings and sites.

Public Entertainment System (GSRTC Project):

As you are well aware that your Company has been awarded a tender from GSRTC of implementing and running "Public Entertainment System" (PES) in the 7500 buses and at 50 bus stands. The Company has successfully installed PES in 2000 buses and 50 bus stands under the brand name "WISE TV" (Wireless Interactive Smart Entertainment). Your Company has also launched a separate website www.wisetv.co.in during the year under review. For the entertainment programs to be telecasted for Wise TV, the company has tied up and acquired the rights from various sources and is negotiating with channels and telecasting rights owner for the programs. The company has also established its own studio for producing in house programs for Wise TV.

Wise TV is a first and unique transit channel in the country which is non satellite TV channel providing entertainment with update of news, sports and stock market index. Hence "WISE TV" has become a house hold name in the passengers of buses operated by GSRTC. Similarly, it has become very popular amongst our clients and advertising agencies.

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

INSURANCE:

All the existing properties including plant and machinery, building, stocks, assets of Out of Home and GSRTC Project etc. are adequately insured.

DIRECTORATE:

The founder, philosopher, guide and the Chairman Emeritus of Sambhaav Group Shri Bhupatbhai Vadodaria passed away on 4th October 2011. Shri Bhupatbhai Vadodaria built up the group with vision and mission, He started his career at very young age in journalism. He was associated with many Gujarati newspapers and was editor of "Phoolchhab" published from Rajkot. He was one of the well known writers in Gujarati literature and awarded gold medal by Gujarati Sahitya Academy. He was the first journalist to become a Director of Information of Gujarat Government in 1982. He started "Sambhaav" daily from Ahmadabad in the year 1986. Within a short period of time it has established its brand name under his leadership with courage and fearless journalism. Shri Bhupatbhai was the first editor in Gujarati journalism to edit two newspapers and a magazine simultaneously. Under his guidance many young journalist were trained and reached to peak of their goal.

Shri Bhupatbhai Vadodaria had always put toiling hard work to expand the horizon of the group activities and made immense contribution to the growth. The group pledge to follow his principles and values.

Pursuant to provisions of Section 256 of the Companies Act, 1956 Shri O P Bhandari Director of the Company retires at the ensuing Annual General Meeting of the Company and is eligible for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, your Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That they 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 and loss account of the Company for the period.

3. That they 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 for preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts on a going concern basis.

LISTING OF SHARES:

The Equity shares of the Company are presently listed at the Bombay Stock Exchange Ltd (BSE), and National Stock Exchange of India Ltd (NSE). The Company has duly paid the annual listing fees for the year 2012-13 to BSE and NSE. Adequate care is being taken to comply with almost all the norms and guidelines as per the applicable provisions of the listing agreement.

The Company's equity shares are under "compulsory demat'. The ISIN allotted to the Company is INE699B01027. As required by the SEBI's circular, the Company has appointed M/s MCS Limited as its Registrar & Share Transfer Agent also to undertake transfer of physical share certificates besides acting as Electronic Registrars.

CORPORATE GOVERNANCE:

The Company has generally implemented the procedure and adopted practices in conformity with the code of Corporate Governance as enumerated in clause 49 of the listing agreement with the stock exchanges. The management discussion & analysis and corporate governance report are made a part of the annual report. A certificate from the company secretary in practice 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:

M/s. Dhirubhai Shah & Co., Chartered Accountants, Ahmadabad retires at the ensuing annual general meeting and is eligible for reappointment. The Company has received a certificate from them that their appointment if approved by the shareholders would be within the ceiling prescribed under section 224 (1B) of the Companies Act, 1956. The members are requested to appoint auditors to hold office until the conclusion of the next annual general meeting of the Company.

AUDITORS' REPORT:

The auditors' report for the year ended 31st March, 2012 and the notes forming part of the accounts referred to in the auditors' report are self-explanatory and give complete information.

SECRETARIAL AUDITOR'S REPORT:

M/s R S Sharma & Associates, Company Secretaries, Ahmadabad had carried out secretarial audit of the compliance of the rules and regulations of various corporate and securities laws and their report for the year is annexed to this report.

COST AUDIT COMPLIANCE CERTIFICATE:

Your Company has, in compliance of the provisions of the Companies (Cost Accounting Record) Rules 2011, read with rules and regulation made there under by the cost audit branch of the Ministry of Corporate Affairs; obtain compliance certificates from M/s J B Mistri & Co., cost accountants, Ahmadabad.

AUDIT COMMITTEE:

The audit committee constituted in accordance with clause 49 of the listing agreement reviewed the internal control system, scope of internal audit and compliance of related regulations. The audit committee also reviewed at length and approved the financial statements before the same were considered by the Board of Directors of the Company.

INCORPORATION OF WHOLLY OWNED SUBSIDIARY COMPANY:

During the year under review your Company has incorporated a wholly owned subsidiary company namely "Sambhaav Info solutions Pvt. Ltd".

EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed in Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details of foreign exchange earnings and outgo form part of notes to the Balance Sheet for the period 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 Sections 217(1) (e) of the Companies Act, 1956 read with The Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

BORROWING:

Your Company has made arrangement for various financial facilities with the bankers to meet its day to day working capital and other long and medium term fund requirement and its outstanding balance is Rs. 2116 Lacs as on 31st March, 2012.

MATERIAL CHANGES:

No material changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance, or the statement of the Company.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company by the shareholders, investors, customers, corporations and government authorities. Directors of your Company specifically express their gratitude to the sole banker of the Company, Dena Bank who has extended immense support to the Company for implementation of all the projects in time. Further, your Directors also keenly appreciate the dedicated commitment of the employees without which the sustained progress of the Company would not have been the realty.

Date: 07th August, 2012 For and on behalf of Board of Directors

Place: Ahmadabad

Kiran B. Vadodaria

Chairman & Managing Director


Mar 31, 2011

The Members,

Sambhaav Media Limited

The Directors have pleasure in presenting herewith Twenty First Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2011.

FINANCIAL RESULTS: (Rupees in Lacs)

Particulars Current Year Previous Year Ended 31st Ended 31st 31st March,2011 31st March,2010

Total Income 3822.08 3459.81

Profit before Depreciation 839.60 749.46

Less: Depreciation 463.30 417.06

Operative Profit before Tax 376.29 332.40

Less: Exchange Rate Loss/FCDL 64.33 (0.23)

Profit Before Tax 311.96 332.63

Less: Provision for Income Tax 85.00 140.00

Less: Deferred Tax Liabilities (0.53) (34.14)

Less: Prior Period adjustments 29.89 16.00

Profit/(Loss) after Tax 197.60 210.77

DIVIDEND:

As a matter of sound accounting practice and management philosophy, your Directors are of the opinion to make sound and strong economic base for the Company and in order to conserve the resources; your Directors do not recommend any dividend for the current year.

PRINT MEDIA:

"Sambhaav Metro" a Multi colour tabloid Gujarati noon newspaper published from Ahmedabad and "Abhiyaan" a Gujarati weekly published from Mumbai are having good readership growths during the year.

The management is also planning to bring out the above publication in digital formats begin with first the flagship publication "Abhiyaan" weekly and later on "Sambhaav Metro" during the current financial year.

We are also trying to add some more newspapers/ periodicals in our job work division in the coming period which will enhance the job wok revenue also.

OUT OF HOME (OOH) MEDIA:

Outdoor is a visual medium and the medium itself shapes up as a part of your brand story, this enables endless possibilities in creating communication which is out of the box, brand relevant and can connect with the consumers provided it is intelligent and simple.

In outdoor medium is the message, a phrase well demonstrated by this campaign as the medium not only took the shape of the product but enlarged it many times to create the desired impact. This coupled with strategic placement makes this innovative and effective outdoor usage in recent times.

"The Indian OOH Industry is still unorganized and quite fragmented, and though there is no official calculation, it is guesstimated to be around Rs 2,000 crore static and digital inclusive. This comprises billboards, mobile vans and airport media. It is expected to grow up to Rs 5,000 crore in the coming few years, expected to be led by digital OOH media especially. The ad industry grows to Rs 35,000 crore, size of digital OOH TV would be between 3 per cent and 5 per cent of the ad industry. About 70 per cent of this would belong to two national players and we hope to continue being the leaders of digital OOH TV industry. Also, growth of the medium would not be just being in scale of the medium, but advertiser understanding of the medium as well. Currently, peop'e buy locations, but with research the play would evolve to tracking audiences. The end game has to be about audiences and not about locations.

During the year the company has acquired the display of hoarding rights from Ahmedabad Education Society for 24 hoardings for a period of three years.

AUDIO - VIDEO MEDIA:

The OOH medium provides enormous possibilities and our goal is to create never before innovation which adds to brands core objective - growth, freshness and ability to engage audience thereby deliver impact. Through this innovation the medium delivered all the objectives and created buzz.

The OOH Media is growing at a rapid speed and in particular the audio - video media is developing very fast in Public Transport System or viz. Railways, public transport Buses.

The company is also entering in LCD/LED TV Media in Public Transport and successfully bided the rights from The Gujarat State Road Transport Corporation (GSRTC) for a period of Ten Years starting from current financial year.

GSRTC PROJECT

GSRTC has planned to provide the mass communications audio & visual using various technology to the people who uses the GSRTC as a travel media.

The objective of this project is to design & develop a communication link between one to many & many to one. The system will create a world class informative programme, information & entertainment system inside the 7500 buses as well as 50 bus depots for GSRTC.

Planning

The overall Contract for mass communication by GSRTC is awarded to the Company, which is the Gujarat's largest media company which has provided solution to various field & also In the field of communication with highest reliability & repeatability.

System planning is being executed by experts in the field of communications using advanced technology.

First step of planning is to create the experiment test model which will conceive the basic technology & overall design goal of system. The model will go through the extensive qualification testing of electrical & mechanical requirement under the extreme environment condition in terms of temp, road vibration, humidity, & also protection of dust pollution to avoid the contamination on actual hardware.

Basic concept of system design is the software loaded on the customized hardware that allows the network to be managed from the central location using commercial available spectrum connectivity and V set application.

The customized software allows the entire TV network to be monitored from central place. Software has the Capability to generate, stores and reports the contents played remotely at a central server.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

INSURANCE:

All the existing properties including Plant & Machinery, Building, and Stocks etc. are adequately insured.

DIRECTORATE:

After close of the year Ms. Deepal Trivedie has resigned as Director of the Company. Your Directors place on record their deep appreciation for contribution made by Ms. Deepal Trivedie during her tenure as Director.

Pursuant to provisions of Section 256 of the Companies Act, 1956 Shri Dilip D. Patel and Shri N.V.Vasani Directors of the Company retire at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, your Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That they 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 and loss of the Company for that period.

3. That they 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 for preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts on a going concern basis.

LISTING AGREEMENT:

The Equity shares of the Company are presently listed at the Bombay Stock Exchange (BSE), and National Stock Exchange (NSE). The Company has duly paid the Annual Listing Fees for the year 2011-12 to BSE and NSE. Adequate care is being taken to comply almost all the norms and guidelines as per the applicable provisions of the Listing Agreement with the Company.

The Company's Equity Shares are under 'Compulsory Demat'. The ISIN allotted to the Company is INE699B01027. As required by the SEBI's Circular, the Company has appointed M/s MCS Limited as its Registrar & Share Transfer Agent also to undertake transfer of physical share certificates besides acting as Electronic Registrars.

CORPORATE GOVERNANCE:

The Company has generally implemented the procedure and adopted practices in conformity with the Code of Corporate Governance as enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges. The Management Discussion & Analysis and Corporate Governance Report are made a part of the Annual Report.

A certificate from the Company Secretary in practice 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:

M/s. Dhirubhai Shah & Co., Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a certificate from them that their appointment if approved by the shareholders would be within the ceiling prescribed under section 224 (1B) of the Companies Act, 1956. The Members are requested to appoint auditors to hold office until the conclusion of the Next Annual General Meeting of the Company.

AUDITORS' REPORT:

The Auditors' Report for the year ended 31 st March, 2011 and the notes forming part of the accounts referred to in the Auditors' Report are self-explanatory and give complete information.

EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed in Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details of foreign exchange earnings and outgo form part of Notes to the Balance Sheet for the period 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 Sections 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

MATERIAL CHANGES :

No material changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance, or the statement of the Company.

ACKNOWLEDGMENTS :

Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company and by the Shareholders, Investors, and Readers/Customers, Corporations and Government Authorities. Directors of your Company specifically express their gratitude to the Bankers of the Company, Dena Bank who has extended very good support to the Company for execution of all the projects in time. Further, Your Directors also keenly appreciate the dedication & commitment of the Employees without which the sustained progress of the Company would not have been possible.

For and on behalf of the Board,

Kiran B. Vadodaria Chairman & Managing Director

Place : Ahmedabad. Date: 21st May, 2011

 
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