Equity Analysis

Directors Report

    Sambhaav Media Ltd
    Industry :  Entertainment / Electronic Media Software
    BSE Code
    ISIN Demat
    Book Value()
    511630
    INE699B01027
    4.3752926
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    SAMBHAAV
    0
    88.87
    EPS(TTM)
    Face Value()
    Div & Yield %:
    0
    1
    0
     

To,

The Members,

Sambhaav Media Limited

Your Directors are pleased to present the 31st (Thirty-First) Annual Report of your Company together with the Audited Financial Statements for the Financial Year ended on March 31, 2021.

FINANCIAL HIGHLIGHTS :

The performance of the Company for the Financial Year 2020-21 is as under:

(Rs. in Lakhs, except per equity share data)

Particulars Standalone Consolidated
March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Revenue from Operations 4143.99 4868.55 4207.69 4832.77
Add: Other Income 242.16 461.38 267.39 477.07
Total Income 4386.15 5329.93 4475.08 5309.84
Less : Revenue Expenditure 3592.39 4366.01 3677.53 4341.70
Less : Depreciation and Amortization 719.12 663.44 704.71 639.34
Less : Finance Cost 289.62 284.57 291.08 285.99
Total Expenses 4601.13 5314.02 4673.32 5267.03
Profit Before Share of Profit/(Loss) of Joint Venture (214.98) 15.91 (198.24) 42.81
Share of Profit/ (Loss) of Joint Venture - - 4.25 (31.07)
Profit Before Tax (214.98) 15.91 (193.99) 11.74
Less: Current Tax - - 0.99 1.79
Less: Adjustments of tax for earlier Years 28.16 - 28.39 -
Less: Deferred Tax (57.34) (42.30) (57.63) (42.30)
Net Profit after Tax (185.80) 58.21 (165.74) 52.25
Other Comprehensive Income for the year 0.88 5.32 2.14 6.80
Total Comprehensive Income for the year (184.92) 63.53 (163.60) 59.05
Add: Balance Brought forward from previous Financial Year 3653.25 3589.72 3773.03 3713.98
Profit available for Appropriation 3468.33 3653.25 3609.43 3773.03
Add: Security Premium 2995.47 2995.47 2995.46 2995.46
Add: Capital Reserve 2.28 2.28 2.28 2.28
Surplus carried to Balance Sheet 6466.08 6651.00 6607.17 6770.77
Share Capital 1911.11 1911.11 1911.11 1911.11
Net Worth 8377.19 8562.11 8518.28 8681.88
Earning Per Share [EPS]
Basic (0.10) 0.03 (0.09) 0.03
Diluted (0.10) 0.03 (0.09) 0.03

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/ REVIEW OF OPERATIONS:

As informed the Company have implemented FM Radio project for total 11 (Eleven) FM Radio Channels in the state of Gujarat and Union Territory of Jammu and Ladakh. Now remaining two FM Channels of Leh and Kargil in Ladakh is concerned, the Company is hoping that it will be in operations around end of 2nd second quarter of FY 2021-2022. The FM projects of these of these 2 cities are delayed from long time due to restrictions of COVID-19, Alternate attendance norms for employee's attendance and delayed Government approvals.

With regard to financial performance during the year, the revenue for financial year March 31,2021 stood at ' 4143.99 Lakhs as against ' 4868.55 Lakhs in the previous year which shows decrease in revenue of ' 724.56 Lakhs due to company has made trade sale of ' 245.22 Lakhs in previous financial year and advertisement revenue of FM and print media get adversely affected due to pandemic. In addition to that temporary suspension of public transport during lockdown period has also affected the business in current year. After providing for depreciation and net taxation (including deferred tax) of ' 719.12 Lakhs & ' (29.18) Lakhs respectively, the net loss of the Company for the year under review was placed at ' (185.80) Lakhs as against profit of ' 58.21 Lakhs in the previous year.

There are no material changes and commitments have occurred other than mentioned above after the close of the financial year till the date of this Report, which affect the financial position of the Company.

CHANGE IN NATURE OF BUSINESS:

During the Financial year under review, there has been no change in the nature of business of the Company.

IMPACT OF COVID 19 AND LOCKDOWN AND SUBSEQUENT UNLOCK:

The COVID-19 pandemic that has spread throughout the World has also impacted India, which has been maintained a nation-wide lockdown since March 25, 2020 to end of May 2020. Though from June 2020 series of unlock announced which has affected the economic activity and so that the advertising revenue of the Company has been impacted. In absolute compliance with the series of lockdown guidelines announced by the Government of India from time-to-time during the year, and being a part of Essential Service as per the Ministry of Home Affairs (MHA) your company has run its operations ensuring the safety of our employees & their families.

While April 2020 saw a marked reduction in advertisement revenues in print and electronic media on account of lockdown due to COVID-19 pandemic. The Company is improving the revenue from advertisement post lockdown restrictions.

As the FM Radio is the new initiative, the Company kept all Radio Stations operating in Gujarat and Jammu & Kashmir despite lockdown and provided entertainment to the listeners. Since there is no activity during the lockdown advertisement revenue has been adversely impacted during the period of first quarter. Due to lockdown retail market has been impacted in India and revenue from the retail market has been impacted.

The Transit TV Channel in the name of "Wise TV" installed in the buses of Gujarat State Road Transport Corporation (GSRTC) for which operations were suspended by the Corporation for its entire fleet of buses as instructed by the State Government. Hence the revenue for entire lockdown period have been lost by the Company. As GSRTC is not fully utilizing its fleet, the revenue for the same has been impacted till Dec-20.

We have seen the increase in viewership in television throughout Lockdown pandemic Scenario, as people were spending Quality time at their home. Looking into the same the company has encashed the opportunity to generate the business and we have outperformed the same during the said duration.

However, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services under the City. The Company also adheres to comply with various directives issued by the Government.

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 subsidiaries 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.

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 has been uploaded at the website of the Company at www.sambhaav.com.

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 ventures Companies during the year.

TRANSFER TO RESERVES:

During the year under review, the Company has transferred all of its Net Profit/ (Loss) of the year 2020-21 to Reserves.

DIVIDEND:

During the year under review, Operations of Your Company has affected significantly due to pandemic situation, therefore company has not proposed the payment of any dividend for the year 2020-21.

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:

Pursuant to Section 152 of the Companies Act, 2013, Mr. Manoj B Vadodaria, (DIN: 00092053) Director of the Company who retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

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, Mr. N R Mehta (DIN: 00092386), Mr. Dilip D Patel (DIN: 01523277) and Mr. O P Bhandari (DIN: 00056458) are exempt from the requirement of online proficiency self-assessment test. Mrs. Gouri P Popat (DIN: 08356151) will undertake the online proficiency test in due course.

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 10th May, 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 February 12, 2021 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, 4 (Four) Board Meetings, 4 (Four) Audit Committee Meetings, 1 (One) 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 2020-21, 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 ' 19,11,10,840/- comprising of 191110840 equity shares of ' 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 appointment 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 which is attached to this Annual Report does not contain any qualification issued by M/s. R K Doshi & Co, LLP which is attached to this Annual Report. The Notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3) (f) of the Act.

SECRETARIAL AUDITOR'S REPORTS:

Sambhaav Media Limited-

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 2020-21. The report of the Secretarial Auditor is annexed herewith as "Annexure B". The report of the secretarial auditor is self-explanatory and confirming compliance by the Company of all the provisions of applicable corporate laws.

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.

Unlisted Material Subsidiary- (Ved Technoserve India Private Limited)

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of SEBI (Listing obligation and Disclosure Requirements) Regulations, 2015, 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 2020-21. The report of the Secretarial Auditor is annexed herewith as "Annexure E". The report of the secretarial auditor is self-explanatory and confirming compliance by the Company of all the provisions of applicable corporate laws.

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 HARASSMENT 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 not received any complaints in this regard.

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. 35 forming part of the notes to financial statements of the Company for the financial year 2020-21. Details of loans given to other persons covered under Section 186 of the Companies Act, 2013 are given in the Note No. 35 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. Such 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. There are no material significant related party transactions made by the Company with its Directors, Promoters, Key Managerial Personnel or their relative. 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. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company.

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 in terms of Schedule V read with Regulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended is given in Note No. 34 of the Notes to the Financial Statements.

INTERNAL FINANCIAL CONTROL SYSTEM 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.

RISK MANAGEMENT:

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 includes 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 process, 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 31,2021 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:

During the year under review, Brickwork Ratings India Private Limited has assigned credit rating for bank facilities of the company. The details of Credit Ratings are disclosed in the Corporate Governance Report appended to this Report.

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 is placed on the website of the Company and can be accessed at www.sambhaav.com under investor segment. The extract of the Annual Return in Form MGT-9 for FY 2020-21, is annexed as "Annexure D" which forms an integral part of this Report.

APPRECIATIONS AND ACKNOWLEDGMENTS:

The Board of Directors would like to place on record their gratitude for guidance and cooperation extented 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.

The Directors regret the loss of lives due to COVID-19 pandemic II wave and are grateful and have immense respect for every person who risked their life and safety to fight this pandemic COVID-19.

Date: June 04, 2021 For and on behalf of the Board of Directors
Place: Ahmedabad
Kiran B Vadodaria
Chairman & Managing Director
DIN:00092067