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