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Annual Report 2016-17 CORPORATE INFORMATION

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Annual Report 2016-17 CORPORATE INFORMATION Annual Report 2016-17 CORPORATE INFORMATION BOARD OF DIRECTORS: Mr. Kiran B Vadodaria Chairman & Managing Director Mr. Manoj B Vadodaria Non-Executive Director Mr. Amit Kumar Ray Whole-Time Director Mr. N R Mehta Independent Director Mr. Dilip D Patel Independent Director Mr. Om Prakash Bhandari Independent Director Ms. Seema G Saxena Independent Director CHIEF FINANCE OFFICER: Mr. Kalpesh R Pandya COMPANY SECRETARY : BANKERS: Ms. Palak P Asawa DENA BANK AUDITORS: SECRETARIAL AUDITOR: M/s. Dhirubhai Shah & Doshi M/s. Umesh Ved & Associates Chartered Accountants, Practicing Company Secretaries, Ahmedabad Ahmedabad REGISTERED OFFICE AND CONTACT DETAILS: M UMBAI OFFICE: “Sambhaav House”, Opp. Judges’ Bungalows 417, Hind Rajasthan Building, Premchandnagar Road Dada Saheb Phalke Road, Satellite, Ahmedabad - 380 015 [Gujarat] Near Dadar Station, Tel No. +91 79 2687 3914/15/16/17 Dadar (East), Fax No. +91 79 2687 3922 Mumbai - 400 014 [Maharashtra] Website: www.sambhaavnews.com Email: [email protected] CORPORATE IDENTIFICATION NUMBER: CIN: L67120GJ1990PLC014094 REGISTRAR & SHARE TRANSFER AGENT: MCS Share Transfer Agent Limited 201, Shatdal Complex, Third Floor, Opp. Bata Show Room, Ashram Road, Ahmedabad - 380 009 [Gujarat] Tel No. +91 79 2658 0461/62/63 Fax No. +91 79 2658 1296 Website: www.mcsregistrars.com Email: [email protected] SAMBHAAV MEDIA LIMITED NOTICE NOTICE IS HEREBY GIVEN THAT THE 27TH ANNUAL GENERAL MEETING OF THE MEMBERS OF SAMBHAAV MEDIA LIMITED WILL BE HELD ON FRIDAY, SEPTEMBER 29,2017 AT 10:30 A.M. AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT “SAMBHAAV HOUSE”, OPP. JUDGES’ BUNGALOWS, PREMCHANDNAGAR ROAD, SATELLITE, AHMEDABAD - 380 015 TO TRANSACT THE FOLLOWING BUSINESS: ORDINARY BUSINESS: 1. To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the Financial Year ended March 31, 2017 and the Reports of the Board of Directors and the Auditors thereon. 2. To appoint a Director in place of Mr. Manoj B Vadodaria (DIN 00092053), who retires by rotation and being eligible, offers himself for re-appointment. 3. To appoint Statutory Auditors and to determine their remuneration and in this regard pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), M/s. Dhirubhai Shah & Doshi, Chartered Accountant, (Registration No. 102511W), who were appointed as Statutory Auditor of the Company at the 26th Annual General Meeting to hold office up to the conclusion of the 27th Annual General Meeting and who have confirmed their eligibility to be appointed as Auditors in terms of the provisions of section 141 of the Act and the relevant Rules and have offered themselves for re-appointment, the consent of the Company be and is hereby accorded for their continuance as Statutory Auditors to carry out Statutory Audit for Financial Year 2017-18 on such remuneration as may be mutually agreed by the Board of Directors in consultation with the Audit Committee and the said Auditors.” SPECIAL BUSINESS: 4. To appoint Ms. Seema G Saxena, as an Independent Director: To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT Ms. Seema G Saxena (DIN 07614119), who was appointed as an Additional Director of the Company by the Board of Directors in accordance with section 161(1) of the Companies Act, 2013 and Articles of Association of the Company and whose term of office th expires at the 27th Annual General Meeting and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, pursuant to section 149, 152 and Schedule IV of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors) Rules, 2014, for a term of period of 3 (Three) consecutive years w.e.f September 14, 2017, not liable to retire by rotation." Date: May 26, 2017 By order of the Board of Directors Place: Ahmedabad Palak P Asawa SAMBHAAV MEDIA LIMITED Company Secretary CIN: L67120GJ1990PLC014094 Registered Office: “Sambhaav House”, Opp. Judges’ Bungalows, Premchandnagar Road, Satellite, Ahmedabad - 380 015 Tel: +91 79 2687 3914/15/16/17 Fax: +91 79 2687 3922 Email: [email protected] Website: www.sambhaavnews.com Annual Report 2016-17 IMPORTANT NOTES: 1. The explanatory statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to special business at the meeting, is annexed hereto. 2. The Register of members and the share transfer books of the Company will remain closed from September 24, 2017 to September 29, 2017 (both days inclusive) for the purpose of the Annual General Meeting. 3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/ HERSELF PURSUANT TO SECTION 105 OF THE COMPANIES ACT, 2013. SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY. THE INSTRUMENT OF PROXY IN ORDER TO BE EFFECTIVE, SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, DULY COMPLETED AND SIGNED, NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A PROXY FORM IS SENT HEREWITH. PROXIES SUBMITTED ON BEHALF OF THE COMPANIES, SOCIETIES ETC., MUST BE SUPPORTED BY AN APPROPRIATE RESOLUTION/ AUTHORITY, AS APPLICABLE. 4. Corporate members are requested to send to the registered office of the Company, a duly certified copy of the board resolution, pursuant to Section 113 of the Companies Act, 2013, authorizing their representative (s) to attend and vote at the Annual General Meeting. 5. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified. 6. Details under Regulation 36 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards in respect of the Directors seeking appointment/ re-appointment at the Annual General Meeting, forms integral part of the notice. The Directors have furnished the requisite declarations for their appointment/ re-appointment. 7. Route-map to the venue of the Meeting is provided at the end of this Annual Report. 8. Electronic copy of the Annual Report for the financial year 2016-17 and the notice of the 27th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/ Depository Participants for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the notice of the 27th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode. 9. Members may also note that the Notice of the 27th Annual General Meeting and the Annual Report for the Financial Year 2016-17 will also be available on the Company's website at www.sambhaavnews.com for their downloading. The physical copies of the aforesaid documents will also be available at the Company's registered office at Ahmedabad for inspection during normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also send requests to the Company's investor email id: [email protected]. SAMBHAAV MEDIA LIMITED 10. Voting through electronic means I. With regard to voting through electronic means in compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended and relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote at the 27th Annual General Meeting by electronic means and the business may be transacted through remote e-voting Services provided by Central Depository Services Limited (CDSL): The instructions for shareholders voting electronically are as under: (i) The remote e- voting period begins on September 26, 2017 (9:00 a.m.) and ends on September 28, 2017 (5:00 p.m.). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of September 23, 2017 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. (ii) The shareholders should log on to the e-voting website www.evotingindia.com. (iii) Click on Shareholders. (iv) Now Enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company. (v) Next enter the Image Verification as displayed and Click on Login.
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