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Directors Report of Sandesh Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 72nd Annual Report and the Audited Financial Statement for the Financial Year ended March 31, 2015.

1. Financial Highlights: (Rs. In Lacs)

Particulars 2014-15 2013-14

Revenue from operations 34488.84 31318.22

Gross Profit of the Company before providing for 10321.86 8347.11

Less :

Depreciation 797.80 783.88

Taxation 2883.25 2242.35

Managing Directors' Remunerations 937.20 740.16

4618.25 3766.39

Net Profit 5703.61 4580.72

Add : Last year's carried forward balance 2329.52 2103.04

8033.13 6683.76

APPROPRIATION

Proposed Dividend 302.78 302.78

Taxation 61.63 51.46

Transfer to General Reserve 7000.00 4000.00

Balance carried forwarded to Balance Sheet 668.72 2329.52

8033.13 6683.76

DIVIDEND

40 % on 7569421 Equity Shares of Rs.10/- each 302.78 302.78 (Last year 40% on 7569421 Equity Shares of Rs.10/- each)

2. Review of Operation and the state of the Company's affairs:

During the year under review, the income from operations has increased by 10.12% i.e. from Rs. 31318.22 Lacs to Rs. 34488.84 Lacs, as compared to the previous Financial Year. Circulation revenue increased by 14.41% i.e. Rs. 1114.11 Lacs during the year from Rs. 7730.73 Lacs to Rs. 8844.84 Lacs. Advertisement Revenue increased by 11.21% i.e. Rs. 2100.13 Lacs during the year from Rs.18735.10 Lacs to Rs. 20835.23 Lacs.

There are no material changes and commitments have occurred after the close of the financial year till the date of this Report, which affect the financial position of the Company. The State of Affairs of the Company is presented as part of Management Discussion and Analysis Report forming part of this Report.

3. Dividend & transfer to reserve:

Your Directors are pleased to recommend dividend of 40% (Rs. 4.00 per equity share of Rs.10/- each), for the Financial Year ended March 31, 2015 (In previous Financial Year dividend was declared @ 40% i.e. Rs. 4.00 per equity share of Rs. 10/- each). The proposed dividend payment would entail an outflow of Rs. 364.41 Lacs including Dividend Tax. Further, the Board has recommended a transfer of Rs. 7000.00 Lacs to the general reserve and an amount of Rs. 668.72 Lacs is retained as surplus in the Statement of Profit and Loss.

4. Transfer of Amounts to Investor Education and Protection Fund:

The Company had declared dividend for the Financial Year 2006-07 and amount became due was transferred to the Investor Education and Protection Fund. The unpaid/unclaimed dividend for the financial year 2007-2008 will be due for transfer to the "Investor Education & Protection Fund" established by the Central Government.

5. Directors' Responsibility Statement:

Your Company's Directors make the following statement pursuant to Section 134(3)(c) and in terms of sub-section (5) of Section 134 of the Companies Act, 2013 (the Act) which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed to the extent applicable to the Company and there are no material departures in the adoption of the applicable Accounting Standards;

(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 and loss 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; and

(e) The Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

(f) The Board of Directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. Board independence:

The provisions of section 149(6) of the Act and the clause 49 of the Listing Agreement with Stock Exchanges, provides the definition of 'independent director' and based on the confirmations received from the Independent Directors under the provisions of section 149(7) of the Act and on evaluation of the relationships disclosed, the following Non-Executive Directors are considered as Independent Directors:

a) Shri Mukeshbhai Patel (DIN 00053892)

b) Shri Sandeepbhai Singhi (DIN 01211070)

c) Shri Shreyasbhai Pandya (DIN 00050244)

d) Shri Sudhirbhai Nanavati (DIN 00050236)

7. Board Meetings, Board of Directors, Key Managerial Personnel & Committees of Directors:

a) Board meetings:

The Board of Directors of the Company met four (4) times during the Financial Year 2014-15 and the gap intervening between two (2) meetings of the Board of Directors is as prescribed in the applicable provisions of the Act. The Corporate Governance Report contains the details of the Board Meetings held during the Financial Year under review.

b) Appointment & Re-appointment

Smt. Pannaben F. Patel (DIN 00050222) retires by rotation and being eligible, offer herself for re-appointment at the ensuing Annual General Meeting of the Company.

Your Directors recommend that the resolutions relating to the appointment of Smt. Pannaben F. Patel (who is liable to retire by rotation), as Director and appointment of Shri Yogesh Jani as Whole Time Director, liable to retirement by rotation, be passed. Pursuant to the provisions of Clause 49 of the Listing Agreement, brief resumes of both the Directors are furnished along with the Explanatory Statement to the Notice to the Annual General Meeting of the Company.

Pursuant to the provisions of section 161(1) of the Act and the Articles of Association of the Company, the Board of Directors of your Company, based on the recommendation of the Nomination & Remuneration Committee, appointed Shri Yogesh Jani as an Additional Director (designated as Whole Time Director) of the Company effective August 11, 2015 and he shall hold office up to the date of the ensuing Annual General Meeting. Accordingly, his candidature for appointment as a Whole Time Director of the Company is included at Item No. 5 and Item No. 6 of the Notice to the Annual General Meeting. Shri Yogesh Jani is designated as the Key Managerial Personnel pursuant to the provisions of section 203 of the Act.

Pursuant to the provisions of sections 149, 150 and 152 of the Act, read with the Companies (Appointment and qualification of Directors) Rules, 2014 along with Schedule IV of the Act and the approval of the Members in 71st Annual General Meeting, the following Non-executive & Independent Directors can hold office for a term of five consecutive years on the Board of Directors of your Company:

1. Shri Mukeshbhai Patel (DIN 00053892)

2. Shri Sandeepbhai Singhi (DIN 01211070)

3. Shri Shreyasbhai Pandya (DIN 00050244)

4. Shri Sudhirbhai Nanavati (DIN 00050236)

The above Non-executive & Independent Directors shall not be liable to retire by rotation.

c) Declarations from Independent Directors

The Company has received necessary declaration from each Independent Director of the Company under the provisions of section 149(7) of the Act, that they meet the criteria of independence as laid down in section 149(6) of the Act.

d) Familiarization Program

In terms of the provisions of clause 49 of the Listing Agreement with the Stock Exchanges, the Independent Directors have been familiarized on the Board of the Company by the functional heads of various departments of the Company which includes detailed presentations on the vision and mission of the Company, its operations, business plans, technologies and also future outlook of the entire industry. Details of familiarization programs extended to the Non-executive & Independent Directors are also disclosed on the Company website from time to time at http://www.sandesh.com/Footer/pdf/board_of_directord/ Familiarization%20Program.pdf.

e) Resignation, Cessations and Changes in Directors and Key Managerial Personnel

Shri Falgunbhai C. Patel, Chairman & Managing Director, Shri Parthiv F. Patel, Managing Director Mr. Sanjay Kumar Tandon, Chief Financial Officer and Mr. Dhaval Pandya, Company Secretary of the Company were designated as "Key Managerial Personnel" of the Company pursuant to section 2(51) and section 203 of the Act read with applicable rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. None of the Directors and Key Managerial Personnel of the Company has resigned during the financial year under review.

f) Details of remuneration to directors:

The information relating to remuneration of the Directors as required under the provisions of section 197(12) of the Act, is given in Annexure D.

g) Board Committees

The Company has the following Committees of the Board of Directors:

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Corporate Social Responsibility Committee; and

4. Nomination and Remuneration Committee

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

h) Nomination and Remuneration Policy

In terms of the provisions of section 178(4) of the Act, the Board of your Company has, on recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of directors, senior management and their remuneration. The contents of the said policy are provided in the Corporate Governance Report.

i) Annual Performance Evaluation by the Board

Pursuant to the provisions of the Act and clause 49 of the Listing Agreement with the stock exchanges, the Board has carried out an annual evaluation of its performance, the Directors individually as well as the evaluation of the working of its Committees and the findings were shared individually with the Board Members as well as the Chairman of the Company. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

8. Corporate Governance:

Your Company has been practicing the principles of good corporate governance. A detailed report on corporate governance is available as a separate section in this Annual Report. Certificate of M/s. Jignesh A. Maniar & Associates, Practicing Company Secretaries, Ahmedabad, regarding compliance with the conditions stipulated in the provisions of clause 49 of the Listing Agreement with the stock exchanges is provided separately under this Annual Report.

9. Audit Committee and its Recommendations:

The Audit Committee has been constituted in accordance with the provision of the Act and the Rules made thereunder and also in compliance with the provisions of clause 49 of the Listing Agreement and more details on the Committee are provided in the Corporate Governance Report. During the year all the recommendations of the Audit Committee were accepted by the Board of Directors of the Company. The Composition of the Audit Committee is as described in the Corporate Governance Report.

10. Auditors and Audit Reports:

a) Statutory Auditors:

The Company's statutory auditors M/s. Manubhai & Shah (Formerly known as Manubhai & Co.), (Firm Registration No.106041W) Chartered Accountants, Ahmedabad who retire at the ensuing Annual General Meeting, have confirmed their eligibility and willingness to accept office, if their appointment is ratified. The Company has received a certificate from M/s. Manubhai & Shah, the Statutory Auditors to the effect that their appointment, if made, would be in accordance with the limits specified under the Act and that, they meet the criteria of independence. The proposal for their re-appointment is included in the notice for Annual General Meeting sent herewith. The Auditors' Report for the Financial Year 2014-15 does not contain any qualification, reservation or adverse remarks.

The Audit Committee and the Board of Directors recommend the appointment of M/s. Manubhai & Shah, the Statutory Auditors, subject to annual ratification by the shareholders at every Annual General Meeting and at such remuneration as may be fixed by the Board of Directors of the Company on the recommendation of the Audit Committee.

b) Auditors' Report:

There are no qualifications, reservations or adverse remarks made by M/s. Manubhai & Shah, the Statutory Auditors in their report for the Financial Year ended March 31, 2015 and the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the Financial Year under review.

c) Secretarial Auditors:

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit has been carried out by M/s. Jignesh A. Maniar & Associates, Practicing Company Secretaries, Ahmedabad. The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended March 31, 2015 is annexed as

Annexure A to the Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

11. Particulars of Employees:

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

12. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outflow:

The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure C.

13. Management Discussion and Analysis Report:

A detailed chapter on 'Management Discussion and Analysis'; pursuant to the provisions of clause 49 of the Listing Agreement, is annexed and forms part of this Annual Report. (Within the limits set by the Company's competitive position)

14. Material changes and commitments affecting the financial position of the Company:

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

15. Corporate Social Responsibility Initiatives:

Your Company has constituted a Corporate Social Responsibility Committee. The Committee is constituted to manage and overview the Corporate Social Responsibility program of the Company. The Corporate Social Responsibility Policy approved by the Board which is available at the website of the Company at the link: http://www.sandesh.com/Footer/pdf/CSR%20Policy.pdf. The Annual Report on Corporate Social Responsibility activities is annexed herewith as Annexure B.

16. Insider Trading Regulations:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, your Company has formulated a Code of Conduct for regulating, monitoring and reporting of trading in shares of the Company by the insiders. The Company has adopted a Code of Conduct for Prohibition of Insider Trading in order to regulate trading in the shares of the Company by the Directors and designated employees of the Company.

Further, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 were notified by the Securities and Exchange Board of India on January 15, 2015 which became effective from May 15, 2015. The new Regulations regulate trading by insiders and also seek to prohibit insider trading. With the coming into force of the said Regulations, a revised Code was adopted by the Company. The Company has also prescribed a Code of practices and procedures of fair disclosures of unpublished price sensitive information and both Codes are in accordance with the said Regulations. The said Codes have been uploaded on the website of the Company.

17. Risk Management:

The Board of Directors of the Company has framed and adopted a policy on Risk Management of the Company. The Company has identified various risks and also has mitigation plans for each risk identified and it has a comprehensive Risk Management system which ensures that all risks are timely defined and mitigated in accordance with the Risk Management Policy.

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

Your Company has an adequate system of the internal controls to ensure that all its assets are protected against loss from unauthorised use or disposition and further that those transactions are authorised, promptly recorded and reported correctly. Adequate internal financial controls with respect to financial statements are in place. The Company has documented policies and guidelines for this purpose. Its Internal Control System has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

The internal audit and the management review supplement the process implementation of effective internal control. The Audit Committee of the Board deals with accounting matters, financial reporting and internal controls and regularly interacts with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. No reportable material weakness in the design or implementation was observed during the financial year under review.

19. Vigil Mechanism / Whistle Blower Policy

The Board has approved and established a Whistle Blower Policy for the Directors and employees of the Company to report their genuine concerns and its details are explained in the Report of the Corporate Governance. The Whistle Blower Policy is available on the website of the Company to report any genuine concerns about unethical behavior, any actual or suspected fraud or violation of Company's Code of Conduct.

20. Code of Conduct

The Board has laid down the Code of Conduct for all Board Members and the members of the senior management of the Company. The said Code is also placed on the website of the Company. All Board Members and the members of the senior management of the Company have affirmed compliance with the said Code for the financial year under review. The Certificate from the Chairman & Managing Director affirming compliance of the said Code by all the Board Members and the members of senior management of the Company, to whom the Code is applicable, is attached to the Corporate Governance Report.

21. Extract of Annual Return:

Pursuant to the provisions of section 92(3) of the Act, the extract of the Annual Return (MGT-9) is annexed herewith as Annexure E as a part of this Report.

22. Litigation:

There was no material litigation outstanding as on March 31, 2015 and the details of pending litigation including tax matters are disclosed in the Financial Statements.

23. Particulars of Loans, Guarantees and Investments u/s 186 of the Companies Act:

The particulars of loans and guarantees given and the investments made under the provisions of section 186 of the Act are given separately in the Financial Statements of the Company read with the Notes to Accounts which may be read in conjunction with this Report.

24. Particulars of loans, advances, investments outstanding during the financial year:

The Company is not required to make disclosure on particulars relating to loans, advances and investments outstanding during the Financial Year under the provisions of clause 32 of the Listing Agreement as it has not made any such loans, advances, investments during the financial year under review.

25. Particulars of contracts or arrangements with related parties referred to in section 188(1) in the prescribed form:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. All related party transactions are placed before the Audit Committee as also the Board for review and approval. In line with the provisions of the Act and the Listing Agreement, the Company has formulated a Policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions and abridged Related Party Transactions Policy is uploaded on the Company's website and can be accessed at http://www.sandesh.com/Footer/pdf/RPT%20Policy.pdf.During the year, there were no material related party transactions. The Register under section 189 of the Act is maintained and particulars of transactions are entered in the Register, wherever applicable. Further, suitable disclosure as required by the Accounting Standards (AS18) has been given in the Notes to the Financial Statements. As there were no materially significant related party transactions entered into by the Company with the related parties during the financial year under review, the details of the related party transactions as required under section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as prescribed in Form AOC-2 of the said Rules is not applicable to the Company.

26. Listing Fees:

The Company confirms that it has paid the annual listing fees for the Financial Year 2015-16 to BSE Limited, Mumbai and National Stock Exchange of India Limited, Mumbai.

27. Statutory Disclosures:

The Company has made disclosures in this Report for the items prescribed in section 134(3) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 to the extent the transactions took place on those items during the financial year under review. Further, no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the Financial Year under review:

a) Public Deposits (Deposit from the public falling within the ambit of section 73 of the Act and the Rules made thereof): The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise: The Authorised Share Capital of the Company comprises of 1500000 equity shares of Rs. 10/- each. The paid up equity share capital of the Company as on March 31, 2015 was Rs. 756.94 Lacs comprising of 7569421 equity shares of Rs. 10/- each. During the Financial Year under review, the Company has not issued shares with differential voting rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme: Your Company has not issued any shares including sweat equity shares to employees of the company under any scheme during the Financial Year under review.

d) Neither the Managing Director(s) nor the Whole-time Director(s) of the Company receive any remuneration or commission from any of its subsidiaries: Your Company does not have any subsidiary and hence, requirement as to disclosure of receipt of remuneration or commission by the Managing Director(s) / Whole Time Director(s) from any of subsidiaries of the Company does not arise.

e) Details of significant and material orders passed by the Regulators / Courts / Tribunals impacting the going concern status and the Company's operations in future: There are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

f) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (SHWWA): During the Financial Year under review, there were no cases filed pursuant to the SHWWA and rules made thereof.

28. Acknowledgments:

Your Directors place on record their sincere appreciation of all the employees of the Company for their valuable contribution and dedicated service. Your Directors express their sincere thanks to the esteemed readers, viewers and customers of the Company for their continued patronage. Your Directors also immensely thanks all the shareholders, bankers investors, agents, business associates, service providers, vendors and all other stakeholders for their continued and consistent support to the Company during the financial year.

For and on behalf of the Board of Directors

Falgunbhai C. Patel

Date : May 26, 2015 Chairman & Managing Director

Place : Ahmedabad (DIN 00050174)


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 71st Annual Report and the Audited Accounts for the financial year ended March 31, 2014.

1. FINANCIAL HIGHLIGHTS:-

(Rs. In Lacs)

Particulars 2013-14 2012-13

Gross Profit of the Company 8347.11 9657.75 before providing for

Less :

Depreciation 783.88 814.21

Taxation 2242.35 2295.33

Managing Directors'' Remunerations 740.16 785.73

3766.39 3895.27

Net Profit 4580.72 5762.48

Add : Last year''s carried 2103.01 694.77 forward balance 6683.73 6457.25

APPROPRIATION

Proposed Dividend 302.78 302.78

Taxation 51.46 51.46

Transfer to General Reserve 4000.00 4000.00

Balance carried forward to 2329.49 2103.01 Balance Sheet 6683.73 6457.25

DIVIDEND

40% on 7569421 Equity Shares 302.78 302.78 of Rs.10/- each (Last year 40% on 7569421 Equity Shares of Rs. 10/- each)

2. REVIEW OF OPERATION:-

During the year under review, income from operations has increased by 2.07%, i.e. Rs. 31311.71 Lacs from Rs. 30,675.87 Lacs as compared to the previous Financial Year. Circulation revenue increased by 7.88% i.e. Rs. 564.91 Lacs during the Year from Rs. 7165.82 Lacs to Rs. 7730.73 Lacs. Advertisement revenue increased by 5.79% i.e. Rs. 1071.61 Lacs during the Year from Rs. 17717.49 Lacs to Rs. 18735.10 Lacs.

3. MODERNIZATION SCHEME:-

Your Company is conscious of modernizing production, process and has been continuous upgrading equipments, plants & machineries. During the year under review your Company has spent Rs. 106.85 Lacs (previous year Rs. 343.00 Lacs) in modernization of plants & machineries.

4. DIVIDEND:-

Your Directors are pleased to recommend dividend of 40% (Rs. 4.00 per equity share of Rs. 10/- each), for the Financial Year ended March 31, 2014 (In previous Financial Year, dividend was declared @ 40% i.e. Rs. 4 per equity share). The proposed Dividend payment would entail an outflow of Rs. 354.24 Lacs including Dividend Tax.

5. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:-

The Company had declared dividend for the Financial Year 2005-06 and amount became due was transferred to the Investor Education and Protection Fund. The unpaid/unclaimed dividend for the financial year 2006-07 will be due for transfer to the "Investor Education & Protection Fund" established by the Central Government.

7. INVESTMENTS:-

The investment portfolio of your Company has remained the same during the year i.e. Rs. 15891.60 Lacs, as compared to the previous year.

8. BORROWING:-

The Company has been sanctioned limit of Rs. 9500 Lacs which is inclusive of cash credit, letter of credit and buyers'' credit. However, your Company uses the borrowed funds very judiciously and it uses its internal cash generations to invest in the business.

9. CREDIT RATING:-

India''s premier credit rating agency "Credit Analysis and Research Limited" has reaffirmed rating of CARE AA-[Double A Minus] assigned to the long term bank facilities. Further, it has reaffirmed the CARE A1 [A one Plus] rating assigned to short term facilities.

10. DIRECTORS:-

Pursuant to the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges, Your Company has, appointed Shri Mukeshbhai Patel, Shri Sudhirbhai Nanavati, Shri Shreyasbhai Pandya and Shri Sandeep Singhi as Independent Directors of the Company. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the ensuing Annual General Meeting of the Company.

During the year under review, Shri Parthiv F. Patel (DIN: 00050211), retire by rotation, and being eligible offered himself for reappointment. A brief resume, details of expertise and other directorships/committee memberships of the Director, form part of the Notice of the Annual General Meeting of the Members of the Company. Further, during the year under review, Shri Yogesh Jani (DIN: 06495782) had resigned as Director of the Company.

11. DIRECTORS'' RESPONSIBILITY STATEMENT:-

As required under the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors'' Report that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

b) The Directors had 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 as at the end of the Financial Year and of the profit of the Company for the year under review;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 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.

12. HUMAN RESOURCE INITIATIVES AND INDUSTRIAL RELATIONS:-

The employees of the Company are most valuable assets and your Company aims to align human resource practices with its business goals. Performance Management system enables a holistic approach to the issue of managing performance and does not limit to only an appraisal. Your Company takes pride of its highly motivated and committed team of employees. The employees performed to their full potential and contributed to the growth and development of the Company.

13. PARTICULARS OF EMPLOYEES:-

In terms of provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, having regard to the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy.

14. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:-

The information required under the provisions of section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as amended from time to time, forms part of this report and is annexed hereto as Annexure A to this Report.

15. PUBLIC DEPOSITS:-

Your Company has not invited or accepted any deposits from the public within the meaning of Section 58-A of the Companies Act, 1956, during Financial Year 2013-14. There were no over dues on account of either principal or interest on public deposits as at the year end. The Company may propose to invite and accept deposits from the Members and the public in accordance with Sections 73 to 76 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules, 2014, as one of the modes to meet the fund requirements in the future. Attention of the Members is invited to the relevant item in the Notice of the Annual General Meeting and the Explanatory Statement thereto.

16. INSURANCE:-

All the significant properties and insurable interest of the Company, including building, plant and machinery and stocks are adequately insured.

17. AUDITORS:-

M/s. Manubhai & Shah (Formerly M/s. Manubhai & Co.), Chartered Accountants, Ahmedabad, (Firm Registration Number 106041W), who are the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to audit the accounts of the Company and they would hold office from the conclusion of ensuing Annual General Meeting to the conclusion of the fourth consecutive Annual General Meeting (subject to ratification of the appointment by the Members at every Annual General Meeting held after ensuing Annual General Meeting)

M/s. Manubhai & Shah has, under the provisions of section 139(1) of the Companies Act, 2013 and the Rules framed thereunder, furnished a certificate of their eligibility and consent for re-appointment.

The Notes on accounts and observations of the Auditors in their report on the Accounts of the Company are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

18. COST AUDIT:-

Pursuant to the directives of the Ministry of Corporate Affairs, the Company is required to submit a Compliance Report in respect of its printing and publication business. The Board of Directors of the Company has appointed M/s. Dalwadi & Associates, Cost Accountants, Ahmedabad as the Cost Auditor of the Company. Status of submission of Compliance Report for Printing and Publication Business for the financial year 2012-13 is: (a) Date of actual filing: 23.09.2013 (b) Due date of filing: 30.09.2013.

19. AUDIT COMMITTEE:-

The Audit Committee constituted in accordance with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges, reviewed, inter alia, 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.

20. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As required under the Listing Agreement with the Stock Exchanges, the reports on "Corporate Governance" as well as "Management Discussion and Analysis" are attached and forms part of the Directors'' Report. A Certificate from the Statutory Auditors of the Company regarding compliance of conditions of the Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the report on Corporate Governance.

21. CORPORATE SOCIAL RESPONSIBILITY: -

Your directors have constituted Corporate Social Responsibility Committee comprising Shri Falgunbhai C. Patel as the Chairman and Shri Mukeshbhai Patel and Shri Shreyasbhai Pandya as other members. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board of Directors, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the said Policy and also recommending the amount to be spent on permissible activities under Corporate Society Responsibility.

22. DONATION:-

During the year under review, the Company has made donation of Rs. 30 Lacs for charitable and other purposes.

23. APPRECIATION:-

Your Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers at all levels, who have largely contributed to the efficient management of the Company.

24. ACKNOWLEDGEMENTS:-

Your Company continues to occupy a place of respect amongst stakeholders, most of all our valuable readers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from advertising agents, selling agents, vendors and stakeholders including banks, Central and State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.



By Order of the Board of Directors, For, THE SANDESH LIMITED

FALGUNBHAI PATEL CHAIRMAN & MANAGING DIRECTOR

Registered Office: "Sandesh Bhavan", Lad Society Road, B/h. Vastrapur Gam, P.O. Bodakdev, Ahmedabad - 380054

Date: 29/05/2014 Place: Ahmedabad


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the 70th Annual Report and the Audited Accounts for the financial year ended March 31, 2013.

1. FINANCIAL HIGHLIGHTS:-

(Rs. In Lacs)

Particulars 2012-13 2011-12

Gross Profit of the Company before providing for 9657.75 7180.45

Less :

Depreciation 814.21 654.10

Taxation 2295.33 1946.47

Managing Directors'' Remunerations 785.73 664.67

3895.27 3265.24

Net Profit 5762.48 3915.21

Add : Last year''s carried forward balance 694.77 1126.52

6457.25 5041.73

APPROPRIATION

Proposed Dividend 302.78 298.53

Taxation 51.46 48.43

Transfer to General Reserve 4000.00 4000.00

Balance carried forward to Balance Sheet 2103.01 694.77

6457.25 5041.73

DIVIDEND

40% on 7569421 Equity Shares of Rs.10/- each 302.78 298.53

(Last year 35% on 8529421 Equity Shares of Rs.10/- each)

Note: Previous year''s figures are recast/rearranged, wherever necessary.

2. REVIEW OF OPERATION:-

During the year under review, income from operations has increased by 12.68%, i.e. Rs.30,672.43 Lacs from Rs.27,220.37 Lacs as compared to the previous Financial Year.

3. BUYBACK OF SHARES:-

During the year under review, the Company has bought back 960000 Equity Shares of Rs. 10/- at the price of Rs. 302/- aggregating to Rs. 2899.20 Lacs (Rupees Twenty Eight Crore Ninety Nine Lacs Twenty Thousand Only) pursuant to regulation 5(1) and 8(1) of extant Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998, (including its amendments) through Tender Offer route. Pursuant to the said buyback the paid up share capital of the Company stands reduced from 8529421 Equity Shares to 7569421 Equity Shares.

4. MODERNIZATION SCHEME:-

Your Company is conscious of modernizing production, process and has been continuous upgrading equipments, plants & machineries. During the year under review your Company has spent Rs. 343.00 Lacs (previous year Rs. 17.74 Lacs) in modernization of plants & machineries.

5. DIVIDEND:-

Your Directors are pleased to recommend dividend of 40% (Rs. 4.00 per equity share of Rs. 10/- each), for the Financial Year ended March 31, 2013 (In previous Financial Year, dividend was declared @ 35% i.e. Rs. 3.50 per equity share). The proposed Dividend payment would entail an outflow of Rs. 354.24 Lacs including Dividend Tax.

6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:-

The Company had not declared any dividend for the Financial Year 2004-05 and hence, no amount became due to be transferred to the Investor Education and Protection Fund. The unpaid/unclaimed dividend for the financial year 2005-06 will be due for transfer to the "Investor Education & Protection Fund" established by the Central Government.

7. AUDIT COMMITTEE:-

The Audit Committee constituted in accordance with the provisions of Clause-49 of the Listing Agreement, reviewed, inter alia, 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.

8. INVESTMENTS:-

The investment portfolio of your Company has gone upto Rs. 158.91 Crore as on 31st March, 2013 as compared to Rs. 145.88 Crore during the previous year. During the current year, your Company has increased its investment marginally in Applewoods Estate Private Limited from Rs. 145.07 Crore to Rs. 158.05 Crore.

9. BORROWING:-

The Company has been sanctioned limit of Rs. 115 Crore which is inclusive of cash credit, letter of credit and buyers credit. However, your Company uses the borrowed funds very judiciously & it uses its internal cash generations to invest in the business.

10. CREDIT RATING:-

India''s premier credit rating agency "Credit Analysis and Research Limited" has reaffirmed rating of CARE AA-[Double A Minus] assigned to the long term bank facilities. Further, it has reaffirmed the CARE A1 [A one Plus] rating assigned to short term facilities.

11. HUMAN RESOURCE INITIATIVES AND INDUSTRIAL RELATIONS:-

We treat our employees as most valuable assets. Your Company aims to align human resource practices with business goals. Performance Management system enables a holistic approach to the issue of managing performance and does not limit to only an appraisal. Your Company takes pride of its highly motivated and committed team of employees. The employees performed to their full potential and contributed to the growth and development of the Company.

12. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:-

As required under the Listing Agreement with the Stock Exchanges, the reports on "Corporate Governance" as well as "Management Discussion and Analysis" are attached and forms part of the Directors'' Report. A Certificate from the Statutory Auditors of the Company regarding compliance of conditions of the Corporate Governance as stipulated under Clause-49 of the Listing Agreement is annexed to the report on Corporate Governance.

13. PARTICULARS OF EMPLOYEES:-

In terms of provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

14. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:-

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure A and forms part of this Report.

15. COST AUDIT:-

Pursuant to the directives of the Ministry of Corporate Affairs, the Company is required to submit a Compliance Report in respect of its printing and publication business. The Board has appointed M/s. Dalwadi & Associates, Cost Accountants, Ahmedabad as the Cost Auditor of the Company. Status of submission of Compliance Report for Printing and Publication Business for the financial year 2011-12 is: (a) Date of actual filing: 22nd September, 2012 (b) Due date of filing: 30th September, 2012.

16. PUBLIC DEPOSITS:-

Your Company has not accepted or invited any deposits from public within the meaning of Section 58-A of the Companies Act, 1956, during the year under review.

17. INSURANCE:-

All the significant properties and insurable interest of the Company, including building, plant and machinery and stocks are adequately insured.

18. ALTERATION OF ARTICLES:-

The Company had inserted Article 99 in the Articles of Association of the Company pursuant to execution of the Shareholders Agreement and the Share Subscription Agreement with M/s. Bennett Coleman & Company Limited in order to incorporate their respective rights and obligations under the said Agreements. The objectives of the said Agreements have been fulfilled and it is no longer required to have the provisions under Article 99 incorporated in the Articles of Association. Hence, it is desirable to delete the Article 99 of the Articles of Association of the Company and for the same we seek your support in confirming the deletion of Article 99 of the Articles of Association.

19. DIRECTORS:-

During the year under review, Smt. Pannaben Patel and Shri Sudhir Nanavati, Directors of the Company, retire by rotation, and being eligible offered themselves for re-appointment. Further, during the year under review, Hon''ble Justice Dr. Jitendra Bhatt (Retd.) and Shri Ravindra Dhariwal had resigned as Director of the Company.

Shri Sandeep Singhi and Shri Yogesh Jani appointed as additional directors by the Board have been proposed to be appointed as ''Director'' in the forthcoming Annual general meeting. The Company has received notices in writing from members proposing their candidature for the office of ''Director''.

In the Board Meeting held on 12th February, 2013, the Board had on the recommendations of the Remuneration Committee, subject to the approval of shareholders in the forthcoming General Meeting, appointed Shri Yogesh Jani, as Whole-time Director of the Company for a term of five years effective from 12th February, 2013 to 11th February, 2018. Your Directors commend the resolutions for the appointment and payment of remuneration of Shri Yogesh Jani for your approval.

In the Board Meeting held on 27th May, 2013, the Board had on the recommendations of the Remuneration Committee, subject to the approval of shareholders in the forthcoming General Meeting, re-appointed Shri Parthiv Patel, as Managing Director of the Company for a term of five years effective from 1st August, 2013 to 31st July, 2018. Your Directors commend the resolutions for the appointment and payment of remuneration of Shri Parthiv Patel for your approval.

A brief resume, details of expertise and other directorships/committee memberships by the above mentioned Directors, form part of the Notice of 70th Annual General Meeting of the Members of the Company.

20. DIRECTORS'' RESPONSIBILITY STATEMENT:-

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors'' Report that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

b) The Directors had 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 as at the end of the Financial Year and of the profit of the Company for the year under review;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 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.

21. AUDITORS:-

The Statutory Auditors, M/s. Manubhai & Co., Chartered Accountants, Ahmedabad, (Firm Registration Number 106041W), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Notes on accounts and observations of the Auditors in their report on the Accounts of the Company are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

22. APPRECIATION:-

The Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers who have largely contributed to the efficient management of the Company.

23. DONATION:-

During the year under review, the Company has made donation of Rs. 30.32 Lacs for charitable and other purpose.

24. ACKNOWLEDGEMENTS:-

Your Company continues to occupy a place of respect amongst stakeholders, most of all our valuable readers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from advertising agents, selling agents, vendors and stakeholders including banks, Central & State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors take this opportunity to place on record their gratitude and appreciation for the committed services of the employees at all levels of the Company.

Registered Office:- By Order of the Board of Directors,

"Sandesh Bhavan", Lad Society Road, For, THE SANDESH LIMITED

B/h. Vastrapur Gam, P. O. Bodakdev,

Ahmedabad-380054

Date : 27/05/2013 FALGUNBHAI PATEL

Place : Ahmedabad CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2012

The Directors have pleasure in presenting the 69th Annual Report and the Audited Accounts for the financial year ended March 31, 2012.

1. FINANCIAL RESULTS

(Rs. in lacs)

Particulars 2011-12 2010-11

Gross Profit of the Company before providing for 7,180.45 7,625.23

Less :

Depreciation 654.10 692.76 Taxation 1,946.47 1,866.16

Managing Director Remuneration 664.67 675.87

3,265.24 3,234.79

Net profit 3,915.21 4,390.44

Add : Last year's carried forward balance 1,126.52 1,133.92

5.041.73 5,524.36

Appropriation :-

Proposed Dividend 298.53 341.18

Tax on Dividend 48.43 56.66

Transfer to General Reserve 4,000.00 4,000.00

Balance carried to Balance Sheet 694.77 1,126.52

5.041.73 5,524.36

Dividend

35% on 8529421 Equity Shares of Rs.10/- each 298.53 -

40% on 8529421 Equity Shares of Rs. 10/- each - 341.18

Note: Previous year's figures are recast/rearranged, wherever necessary.

2. REVIEW OF OPERATIONS

Though the operating income has grown by 12.41%, PBT has fallen by 6.31% from Rs. 6256.60 lacs in previous year to Rs. 5861.68 lacs due to increased cost of news print & other input costs.

There is an increase in net advertisement revenue by 4.64% and net revenue of the circulation has also increased by 5.01% compared to the previous Financial Year. Despite of increase of 12.41% in income from operations, your Company has reported profit before taxation at Rs. 5861.68 Lacs compared to Rs. 6256.60 Lacs in the previous year, resulting net decrease of 6.31% after absorbing increased cost of the raw materials by 15.59% compared to the previous year.

3. CANCELLATION OF FORFEITED SHARES

During the year under review, in terms of Article 27A of the Articles of Association of the Company, the Board of Directors of the Company had approved in their Meeting held on 03rd day of February, 2012, that 8,800 (Eight Thousand Eight Hundred) Equity Shares of Rs. 10/- each issued at Premium of Rs. 90/- per Equity Share, forfeited for non-payment of the Call Money of Rs. 5/- per Equity Share and the Premium of Rs. 45/- per Equity Share, would not be re-issued and hence, the said forfeited Equity Shares should be cancelled. Accordingly, said 8800 forfeited equity shares were cancelled, and the forfeited amount of Rs. 44,000/- (Rupees Forty Four Thousand only) received on account of the part payment on 8800 forfeited Equity Shares was transferred from the "Share Capital Account" to the "Capital Reserve Account" in the Books of Accounts of the Company.

4. MODERNIZATION SCHEME

The Company has invested Rs. 693.37 Lacs in modernization of plant & machineries and buildings.

5. DIVIDEND

Your Directors are pleased to recommend dividend of 35% (Rs. 3.50 per equity share of Rs. 10/- each), for the Financial Year ended March 31, 2012 (In previous Financial Year, dividend was declared @ 40% i.e. Rs. 4.00 per equity share). The proposed Dividend payment would entail an outflow of Rs. 346.96 Lacs including Dividend Tax.

6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of section 205A(5) of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the Investor Education and Protection Fund established by the Central Government.

7. 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.

8. INVESTMENTS

The aggregate investments including the investments made in the securities of Applewoods Estate Pvt. Ltd. amounting to Rs. 14506.72 Lacs, amounted to Rs. 14588.55 Lacs as on March 31, 2012 as compared to investments of Rs. 9283.30 Lacs in the previous year.

9. CREDIT RATING

The Company has achieved AA Rating for long terms and A1 for short term (highest rating for short term paper) by India's premier credit rating agency "Credit Analysis and Research Limited". This reflects the sound business practices, efficient management practices and the strong brand image of the Company.

10. INFORMATION TECHNOLOGY

Your Company has initiated implementation of Enterprise Resource Planning (SAP) integrating all functions including of purchase, accounting, finance and sales/distribution, production etc., to enhance the business efficiencies, strengthen the internal controls and provide accurate management information reports.

11. BORROWING

The Company has availed the cash credit facilities to meet its day-to-day working capital requirements from its Banker during the Financial Year under review and its outstanding balance is Rs. 4098.99 Lacs as on March 31, 2012. In addition to this Company has an outstanding short term loan of Rs. 2000 Lacs as on March 31, 2012.

12. HUMAN RESOURCE INITIATIVES AND INDUSTRIAL RELATIONS

The Company has implemented effective Human Resource systems which starts from defining the complete job profile, performance planning and goal-setting and takes it forward into performance review discussions, feedback and development. The systems are business-linked, highly objective and fully transparent and help the Company to ensure high level of employee satisfaction and stability. Relations with the employees continued to be cordial throughout the year. Your Directors place on record their sincere appreciation for the efforts, dedication and active participation of the employees in all initiatives during the year.

13. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

As required under the Listing Agreement with the Stock Exchanges, the reports on "Corporate Governance" as well as "Management Discussion and Analysis" are attached and forms part of the Directors' Report. A Certificate from the Statutory Auditors of the Company regarding compliance of conditions of the Corporate Governance as stipulated under Clause-49 of the Listing Agreement is annexed to the report on Corporate Governance.

14. PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors' Report. However, having regard to the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

15. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure A and forms part of this Report.

16. PUBLIC DEPOSITS

Your Company has not accepted or invited any deposits from public within the meaning of Section 58-A of the Companies Act, 1956, during the year under review..

17. INSURANCE

All the properties and insurable interest of the Company, including building, plant and machinery and stocks are adequately insured.

18. DIRECTORS

During the year under review, Shri Shreyas V. Pandya & Shri Mukesh M. Patel, Directors of the Company retire by rotation, and being eligible offer themselves for re-appointment.

19. DIRECTORS' RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors report that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departure from the same;

b) The Directors had 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 as at the end of the Financial Year and of the profit of the Company for the year under review;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 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.

20. AUDITORS

The Statutory Auditors, M/s. Manubhai & Co., Chartered Accountants, Ahmedabad, (Firm Registration Number 106041W), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Notes on accounts and observations of the Auditors in their report on the Accounts of the Company are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

21. APPRECIATION

The Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers who have largely contributed to the efficient management of the Company.

22. DONATION

During the year under review, the Company has made donation of Rs. 30.72 Lacs for charitable and other purpose.

23. ACKNOWLEDGEMENTS

Your Company continues to occupy a place of respect amongst stakeholders, most of all our valuable readers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from advertising agents, selling agents, vendors and stakeholders including banks, Central & State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors take this opportunity to place on record their gratitude and appreciation for the committed services of the employees at all levels of the Company.

Registered Office:- By Order of the Board of Directors,

"Sandesh Bhavan", Lad Society Road, For, THE SANDESH LIMITED

B/h. Vastrapur Gam, P. 0. Bodakdev,

Ahmedabad-380054

Date : 24/05/2012 FALGUNBHAI PATEL

Place : Ahmedabad CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2011

The Directors have pleasure in presenting the 68th Annual Report and the Audited Accounts for the financial year ended March 31, 2011.

1. FINANCIAL RESULTS (Rs. in Lacs)

Particulars 2010-11 2009-10

Gross Profit of the Company before providing for 7,625.23 6,714.84

Less :

Depreciation 692.76 542.26

Taxation 1,866.16 1,863.58

Managing Director Remuneration 675.87 605.77

3,234.79 3,011.61

Net Profit 4,390.44 3,703.23

Add: Last years carried forward balance 1,133.92 1,230.06

5,524.36 4933.29

APPROPRIATIONS:-

Proposed Dividend 341.18 255.88

Tax on Dividend 56.66 43.49

Transfer to General Reserve 4000 3500

Balance carried to Balance Sheet 1,126.52 1,133.92

5,524.36 4,933.29

DIVIDEND :

@ 40 % on 8529421 equity shares of Rs.10/- each 341.18 --

@ 30 % on 8529421 equity shares of RS.10/- each -- 255.88

Note: Previous years figures are recast/rearranged, wherever necessary.

2. REVIEW OF OPERATION

There is an increase in net advertisement revenue by 27% and net revenue of the circulation has also increase by 4.50% compared to the previous Financial Year. The income for the operations was Rs. 23,333.79 Lacs compared to the income for the operations of Rs. 22,541.58 Lacs of the previous year.

3. MODERNIZATION SCHEME

The Company has invested Rs. 837.74 Lacs in modernization of plant & machineries & buildings.

4. DIVIDEND

Your Directors are pleased to recommend dividend of 40% (Rs. 4.00 per equity share of Rs. 10/- each), for the Financial Year ended March 31, 2011 (In previous Financial Year, dividend was declared @ 30% i.e. Rs. 3.00 per equity share). The proposed Dividend payment would entail an outflow of Rs. 397.84 Lacs including Dividend Tax.

5. 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.

6. INVESTMENTS

The aggregate investments including the investments made in the securities of Applewoods Estate Pvt. Ltd. amounting to Rs.8211.25 Lacs, total investments Rs. 8482.68 Lacs as on March 31, 2011 as compared to investments of Rs. 765.04 Lacs in the previous year.

7. BORROWING

The Company has been using its internal cash generations to invest in the businesses of the Company. The Company has availed the cash credit facilities to meet its day-to-day working capital requirements from its Banker during the Financial Year under review and its outstanding balance is Rs. 783.44 Lacs as on March 31, 2011. In addition to this Company has an outstandings short term loan of Rs. 1,146.36 lacs against fixed deposits as on March 31, 2011.

8. HUMAN RESOURCE INITIATIVES AND INDUSTRIAL RELATIONS

The Company has implemented a new Performance Management system for all the employees. The new system enables a holistic approach to the issue of managing performance and does not limit to only an appraisal. It starts from defining the complete job profile, performance planning and Goal-setting and takes it forward into performance review discussions, feedback and development. The new system is business-linked, highly objective and fully transparent. During the Financial year, the industrial relations between the employees and management were calm and composed.

9. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

As required under the Listing Agreement with the Stock Exchanges, the reports on "Corporate Governance" as well as "Management Discussion and Analysis" are attached and forms part of the Directors Report. A Certificate from the Statutory Auditors of the Company regarding compliance of conditions of the Corporate Governance as stipulated under Clause-49 of the Listing Agreement is annexed to the report on Corporate Governance.

10. PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors Report. However, having regard to the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

11. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure A and forms part of this Report.

12. PUBLIC DEPOSITS:

Your Company has not accepted or invited any deposits from public within the meaning of Section 58-A of the Companies Act, 1956, during the year under review.

13. INSURANCE

All the properties and insurable interest of the Company, including building, plant and machinery and stocks are adequately insured.

14. DIRECTORS

The Board inducted Shri Jitendra N. Bhatt and Smt. Pannaben Patel to the Board. We seek your support in confirming their appointment as Director liable to retire by rotation.

During the year under review, Shri Sudhir Nanavati & Shri Ravindra Dhariwal, Directors of the Company retire by rotation, and being eligible offer themselves for re-appointment.

During the current financial year 2011-12, the term of Shri Falgunbhai Patel, as the Managing Director of the company will expire on March 31, 2012 and he will be re-appointed for a further period of 5 years from April 01, 2012 to March 31, 2017, subject to approval of the shareholders in the ensuing Annual General Meeting of the Company.

15. DIRECTORS RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors Report that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

b) The Directors had 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 as at the end of the Financial Year and of the profit of the Company for the year under review;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 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.

16. AUDITORS

The Statutory Auditors, M/s. Manubhai & Co., Chartered Accountants, Ahmedabad, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Notes on accounts and observations of the Auditors in their report on the Accounts of the Company are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

17. APPRECIATION

The Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers who have largely contributed to the efficient management of the Company.

18. DONATION

During the year under review, the Company has made donation of Rs. 33.02 Lacs for charitable and other purpose.

19. ACKNOWLEDGEMENTS

Your Company continues to occupy a place of respect amongst stakeholders, most of all our valuable readers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from advertising agents, selling agents, vendors and stakeholders including banks, Central & State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors take this opportunity to place on record their gratitude and appreciation for the committed services of the employees at all levels of the Company.

By Order of the Board of Directors,

Date : May 19, 2011 FALGUNBHAI PATEL

Place: Ahmedabad Chairman & Managing Director




Mar 31, 2010

The Directors have pleasure in presenting the 67th Annual Report and the Audited Accounts for the financial year ended March 31, 2010.

1. FINANCIAL RESULTS :-

(Rs. in Lacs) Particulars 2009-10 2008-09 Gross Profit of the Company before providing for 6714.84 4843.35 Less : Depreciation 542.26 514.62 Taxation 1863.58 1127.12 Managing Director Remuneration 605.77 420.94 3011.61 2062.68 Net Profit 3703.23 2780.67 Add: Last years carried forward balance 1230.06 1752.91 4933.29 4533.58 APPROPRIATIONS:- Proposed Dividend 255.88 259.43 Tax on Dividend 43.49 44.09 Transfer to General Reserve 3500.00 3000.00 Balance carried to Balance Sheet 1133.92 1230.06 4933.29 4533.58 DIVIDEND : @ 30% on 8529421 equity shares of Rs.10/- each 255.88 - @ 30% on 8647614 equity shares of RS.10/- each - 259.43

Note: Previous years figures are recast/rearranged, wherever necessary.

2. REVIEW OF OPERATION :-

There is an increase in net advertisement revenue by 7.52% and net revenue of circulation has also increased by 5.47% compared to the previous Financial Year. During the year under review, the turnover of the Company is Rs. 22541.58 Lacs & the Net Profit is Rs. 3703.23 Lacs as compared to the turnover of Rs. 28868.93 Lacs and the Net Profit of Rs. 2780.67 Lacs in the previous year; hence, the Net Profit of the Company is increased by 33.18% as compared to the previous year.

3. MODERNIZATION SCHEME :-

The Company has invested Rs. 2307.53 Lacs in modernization of plant & machineries at all publication centers. With new machines, the Company is capable of printing all color newspaper with supplements. The quality of the printing of newspaper and the efficiency of production division of the Company has improved.

4. DIVIDEND :-

Your Directors are pleased to recommend dividend of 30% (Rs. 3.00 per equity share of Rs. 10/- each), for the Financial Year ended March 31, 2010 (In previous Financial Year, dividend was declared @ 30% i.e. Rs. 3.00 per equity share). The proposed Dividend payment would entail an outflow of Rs. 299.37 Lacs including Dividend Tax.

5. AUDIT COMMITTEE :-

The audit Committee constituted in accordance with Qause-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.

6. INVESTMENTS :-

The aggregate investments including the investments made earlier in the Tax-free and other Bonds is Rs. 838.08 Lacs as on March 31, 2010 as compared to investments of Rs. 1441.18 lacs in the previous year.

7. BUY-BACK OF SHARES :-

The Company had announced the buyback of fully paid up equity shares of Rs. 10/- each of the Company, not exceeding 10,85,000 equity shares, from the existing owners/ beneficial owners of equity shares from the open market through stock exchange in accordance with Section 77A, 11kk and 77B of the Companies Act, 1956 and SEBI (Buy-back of Securities) Regulations, 1998 at a price not exceeding Rs.180/- per share payable in cash for an aggregate amount not exceeding Rs. 1,953 Lacs. The Buyback Offer opened on April 16, 2009 and closed on November 30, 2009. The Company has bought back 118193 equity shares at an aggregate consideration of Rs. 187.93 Lacs. All shares bought back were extinguished and no share is pending for extinguishment.

8. BORROWING :-

The Company has been using its internal cash generations to invest in the businesses of the Company. The Company has availed the cash credit facilities to meet its day-to-day working capital requirements from its Banker during the Financial Year under review and its outstanding balance is Rs. 2443.45 Lacs as on March 31, 2010.

9. HUMAN RESOURCE INITIATIVES AND INDUSTRIAL RELATIONS :-

The Company has engaged leading global Human Resource consultancy Ma Foi Consulting Solutions Ltd., now, known as Ma Foi Randstand, for advising the Company on its Human Resource Initiatives. The focus of the Company is around areas of performance management, reward and recognition, career opportunities, learning and development, policies amongst others. A new Organization Structure has been planned to take care of the Human Resource needs of the Company. The proposed Structure would have balanced focus on Human Resource Management and Human Resource Development aspects and will put in place competency based Human Resource systems and practices.

During the Financial Year, the industrial relations between the management and the employees continued to remain cordial and peaceful. The Board appreciates the efforts of management, administrative and editorial staff members and other employees and all other well-wishers for the joint efforts put for the growth and development of the Company.

10. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS :-

As required under the Listing Agreement with the Stock Exchanges, the reports on "Corporate Governance" as well as "Management Discussion and Analysis" are attached and forms part of the Directors Report.

A Certificate from the Statutory Auditors of the Company regarding compliance of conditions of the Corporate Governance as stipulated under Clause-49 of the Listing Agreement is annexed to the report on Corporate Governance.

11. PARTICULARS OF EMPLOYEES :-

In terms of provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors Report. However, having regard to the provisions of Section 219 (l)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitLed thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

12. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:-

AdditionaL information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure-"A" and forms part of this Report.

13. PUBLIC DEPOSITS :-

The Company has repaid the entire amount of the Fixed Deposits of Rs. 3.91 Lacs to the respective holders of the Deposits including the interest accrued thereon during the Financial Year under review. The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date nor any amount remained unclaimed or unpaid.

14. INSURANCE :-

All the properties and insurable interest of the Company, including building, plant and machinery and stocks are adequately insured.

15. DIRECTORS :-

During the year under review, Shri Shreyasbhai V. Pandya & Shri Mukeshbhai M. Patel, Directors of the Company retire by rotation, and being eligible offer themselves for reappointment.

16. DIRECTORS RESPONSIBILITY STATEMENT :-

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors Report that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

b) The Directors had 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 as at the end of the Financial Year and of the profit of the Company for the year under review;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 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.

17. AUDITORS : -

The Statutory Auditors, M/s. Manubhai & Co., Chartered Accountants, Ahmedabad, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Notes on accounts and observations of the Auditors in their report on the Accounts of the Company are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

18. APPRECIATION :-

The Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers who have largely contributed to the efficient management of the Company.

19. DONATION :-

During the year under review, the Company has made donation of Rs. 28.44 Lacs for charitable and other purpose.

20. ACKNOWLEDGEMENTS :-

Your Company continues to occupy a place of respect amongst stakeholders, most of all our valuable readers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from advertising agents, selling agents, vendors and stakeholders including banks, Central & State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors take this opportunity to place on record their gratitude and appreciation for the committed services of the employees at all levels of the Company.

By Order of the Board of Directors, Date : April 20, 2010 FALGUNBHAI C. PATEL Place : Ahmedabad Chairman & Managing Director

 
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