Annual Report 2019-20
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CORPORATE INFORMATION BOARD OF DIRECTORS: AUDIT COMMITTEE MEMBERS: CORPORATE IDENTIFICATION NUMBER: Mr. Kiran B Vadodaria Mr. N R Mehta (Chairman) CIN: L67120GJ1990PLC014094 Chairman & Managing Director Mr. O P Bhandari (Member) DIN: 00092067 Mr. Dilip D Patel (Member) LISTED ON STOCK EXCHANGES: BSE Limited Mr. Manoj B Vadodaria NOMINATION AND REMUNERATION National Stock Exchange of India Limited Non-Executive Director COMMITTEE MEMBERS: DIN: 00092053 Mr. N R Mehta (Chairman) RESIGTRAR & SHARE TRANSFER AGENT: Mr. O P Bhandari (Member) M/s. MCS Share Transfer Agent Limited Mr. Amit Kumar Ray Whole-Time Director Mr. Dilip D Patel (Member) 201, Shatdal Complex, 2nd Floor, DIN: 06468634 Opp. Bata Show Room, Ashram Road STAKEHOLDERS’ RELATIONSHIP Ahmedabad - 380 009 [Gujarat] Mr. N R Mehta COMMITTEE: Tel No. +91 79 2658 0461/62/63, Non-Executive Independent Director Mr. N R Mehta (Chairman) Fax No. +91 79 2658 1296 DIN: 00092386 Mr. Kiran B Vadodaria (Member) Website: www.mcsregistrars.com Mr. Manoj B Vadodaria (Member) Email: [email protected] Mr. Dilip D Patel Non-Executive Independent Director STATUTORY AUDITOR: REGISTERED OFFICE: DIN: 01523277 M/s. R K Doshi & Co LLP “Sambhaav House”, Chartered Accountants Opp. Judges’ Bungalows, Mr. O P Bhandari Non-Executive Independent Director Doshi Corporate Park, Premchandnagar Road, DIN: 00056458 Nr. Utkarsh School, Satellite, Ahmedabad - 380 015 [Gujarat] Akshar Marg, Tel No. +91 79 2687 3914/15/16/17 Mrs. Gouri P Popat Rajkot - 360 001[Gujarat] Fax No. +91 79 2687 3922 Non-Executive Independent Woman Director Website: www.sambhaav.com DIN: 08356151 SECRETARIAL AUDITOR: Email: [email protected] M/s. Umesh Ved & Associates CHIEF FINANCIAL OFFICER: MUMBAI OFFICE: Practicing Company Secretaries Mr. Sachin Kotak A - 714, 7th Floor, Crystal Plaza, (Resignation w.e.f. 26.07.2019) 304, Shoppers Plaza-V, New Link Road, Opp. Infinity Mall, Opp. Municipal Market, C. G. Road, Mr. Renil Shah Andheri (West), Navrangpura, (Appointed w.e.f. 21.01.2020) Mumbai - 400 053 [Maharashtra] Ahmedabad - 380 009 [Gujarat] DELHI OFFICE: COMPANY SECRETARY AND COMPLIANCE OFFICER: BANKERS: 3/ 9, 3rd Floor, INS Building, Ms. Palak Asawa Bank of Baroda Rafi Marg, Membership No. A40377 Relief Road Branch, Ahmedabad New Delhi - 110 001 015 NOTICE NOTICE IS HEREBY GIVEN THAT THE 30TH ANNUAL GENERAL MEETING OF THE MEMBERS OF SAMBHAAV MEDIA LIMITED WILL BE HELD ON TUESDAY, SEPTEMBER 29, 2020 AT 11:00 A.M. THROUGH VIDEO CONFERENCING (“VC”)/ OTHER AUDIO- VISUAL MEANS (“OAVM”) TO TRANSACT THE FOLLOWING BUSINESSES: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements of the Company on standalone and consolidated basis for the financial year ended on March 31, 2020 including the balance sheet as at March 31, 2020, the statement of profit & loss for the financial year ended on that date, and the reports of the Auditors and Directors thereon. 2. To appoint a Director in place of Mr. Manoj B Vadodaria (DIN 00092053), who retires by rotation at this Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 and being eligible, offers himself for re-appointment. SPECIAL BUSINESS: 3. Approval of payment of remuneration to Mr. Kiran B Vadodaria (DIN: 00092067), Chairman & Managing Director of the Company: To consider and, if thought fit, to pass with or without modification(s), the following Resolution as Speciala Resolution: “RESOLVED THAT pursuant to the provisions of Sections 197 and 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, rules made thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company, the consent of the Members of the Company be and is hereby accorded for the payment of remuneration as mentioned herein below, within the maximum permissible remuneration as specified in Section II of Part II of Schedule V to the Companies Act, 2013 to Mr. Kiran B Vadodaria (DIN: 00092067) Chairman & Managing Director of the Company for a period of 3 (three) years, during the currency of his existing tenure of appointment i.e. from April 01, 2020 to March 31, 2023, is to be paid on the terms and conditions as set out below notwithstanding that the remuneration may exceed the limits prescribed in the provisions of Section 197, 198 and within the limits prescribed under Schedule V to the Companies Act, 2013 in case of no profits/ inadequate profits: a) Basic salary payable monthly: ` 1,00,000/- (Rupees One Lakh Only) per month. b) In the event of there being loss or inadequacy of profit for any financial year, the aforesaid remuneration payable to Mr. Kiran B Vadodaria (DIN: 00092067) shall be the minimum remuneration payable to him in terms of the provisions of Schedule V of the Companies Act, 2013. c) Mr. Kiran B Vadodaria (DIN: 00092067) shall also be entitled for the reimbursement of actual entertainment, travelling, boarding, and lodging expenses, telephone and mobile expenses, conveyance incurred by him in connection with the Company’s business and such other benefit, amenities and other privileges as may be, from time to time, available to the other Senior Executives of the Company. d) Tenure of Remuneration: April 01, 2020 to March 31, 2023 “RESOLVED FURTHER THAT the tenure of Mr. Kiran B Vadodaria (DIN: 00092067) as a Chairman & Managing Director of the Company for a period of 5 (five) years w.e.f. June 01, 2018, as appointed by the members at the Annual General Meeting held on September 29, 2018, shall remain unchanged.” “RESOLVED FURTHER THAT so long as Mr. Kiran B Vadodaria (DIN: 00092067) as a Chairman & Managing Director of the Company and draws the remuneration mentioned in the foregoing resolution, he will not be entitled to any fee for attending meetings of the Board of Directors or any Committee thereof.” “RESOLVED FURTHER THAT the Board of Directors/ Company Secretary of the Company or a Committee thereof be and are hereby authorised to do all acts, deeds, matters and things, as may be deem necessary and/ or expedient in connection therewith or incidental thereto, to give effect to the aforesaid resolution.” 4. Approval of payment of remuneration to Mr. Amit Kumar Ray (DIN: 06468634), Whole-Time Director of the Company: To consider and, if thought fit, to pass with or without modification(s), the following Resolution as Speciala Resolution: “RESOLVED THAT pursuant to the provisions of Sections 197 and 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, rules made thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company, the consent of the Members of the Company be and is hereby accorded for the payment of remuneration as mentioned herein below, within the maximum permissible remuneration as specified in Section II of Part II of Schedule V to the Companies Act, 2013 to Mr. Amit Kumar Ray (DIN: 06468634), Whole-Time Director of the Company (who was re-appointed at the Annual General Meeting of the Company held 016 Sambhaav Media Limited Annual Report - 2019-20 on September 27, 2019 for a period of 3 years w.e.f. February 12, 2019), from April 01, 2020 to the balance period of his tenure till February 11, 2022, is to be paid on the terms and conditions as set out below notwithstanding that the remuneration may exceed the limits prescribed in the provisions of Section 197, 198 and within the limits prescribed under Schedule V to the Companies Act, 2013 in case of no profits/ inadequate profits: a) Basic salary payable monthly: ` 50,000/- (Rupees Fifty Thousand Only) per month. b) In the event of there being loss or inadequacy of profit for any financial year, the aforesaid remuneration payable to Mr. Amit Kumar Ray (DIN: 06468634) shall be the minimum remuneration payable to him in terms of the provisions of Schedule V of the Companies Act, 2013. c) Mr. Amit Kumar Ray (DIN: 06468634) shall also be entitled for the reimbursement of actual entertainment, travelling, boarding, and lodging expenses, telephone and mobile expenses, conveyance incurred by him in connection with the Company’s business and such other benefit, amenities and other privileges as may be, from time to time, available to the other Senior Executives of the Company. d) Tenure of Remuneration: April 01, 2020 to February 11, 2022 “RESOLVED FURTHER THAT the tenure of Mr. Amit Kumar Ray (DIN: 06468634) as a Whole-Time Director of the Company for a period of 3 (three) years w.e.f. February 12, 2019, as appointed by the members at the Annual General Meeting held on September 27, 2019, shall remain unchanged.” “RESOLVED FURTHER THAT so long as Mr. Amit Kumar Ray (DIN: 06468634) as a Whole-Time Director of the Company and draws the remuneration mentioned in the foregoing resolution, he will not be entitled to any fee for attending meetings of the Board of Directors or any Committee thereof.” “RESOLVED FURTHER THAT the Board of Directors/ Company Secretary of the Company or a Committee thereof be and are hereby authorised to do all acts, deeds, matters and things, as may be deem necessary and/ or expedient in connection therewith or incidental thereto, to give effect to the aforesaid resolution.” Date: August 08, 2020 By order of the Board of Directors Place: Ahmedabad For, Sambhaav Media Limited Palak Asawa Company Secretary Membership No.