Sambhaav Media Limited "Sambhaav House", Opp
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Sambhaav Media Limited "Sambhaav House", Opp. Judges' Bungalows, Premchandnagar Road, Satellite, Ahmedabad- 380 015. SAMBHAAV Tel: +91-79-2687 3914115/ 16/ 17 1Fax: +91-79-2687 3922 GROUP E-mail: [email protected] I Website: www.sambhaavnews.com CIN: L67120GJ1990PLCO 14094 SML/CS/2019 /94 Date: September 02, 2019 To, To, The Department of Corporate Services The Listing Department BSE Limited National Stock Exchange oflndia Limited Phirozee Jeejeebhoy Towers, Exchange Plaza, Plot no. C/1, G Block, Dalal Street, Fort, Bandra-Kurla Complex,Bandra (E), Mumbai- 400 001 Mumbai- 400 051 Scrip Code: 511630 Scrip Symbol: SAMBHAAV Dear Sir, Sub: Submission of 29th Annual Report of the Company for the Financial Year 2018-19 Pursuant to the Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, we are hereby submitting 29th Annual Report of the Company for the financial year 2018-19. The 29th Annual General Mee.ting shall be held on Friday, September 27,2019 and the intimation and Notice thereof has been submitted to the exchange separately. 29th AnnuaJ Report and Notice of the AGM are also available at the website of the Company in the investor segment at www.sambhaav.com. ~: Company Secretary Encl: aja WISE 02 Corporate Overview 03 Corporate DNA And Vision And Mission Statement 06 CMD’s Message 08 Financial Highlights 09 Product Basket 15 Corporate Information 16 Notice 30 Directors’ Report 38 Secretarial Auditors’ Report 49 Management Discussion And Analysis 59 Report On Corporate Governance 80 Auditors’ Report On Standalone Financial Statement 88 Standalone Statement of Assets And Liabilities 89 Standalone Statement of Prot And Loss 90 Standalone Cash Flow Statement 92 Standalone Statement of Changes in Equity 93 Notes To Consolidated Financial Statements 119 Auditors’ Report On Consolidated Financial Statement 125 Consolidated Statement of Assets And Liabilities 126 Consolidated Statement of Prot And Loss 127 Consolidated Cash Flow Statement 129 Consolidated Statement of Changes in Equity 130 Notes To Consolidated Financial Statements 159 Attendance Slip and Proxy Form 160 Route Map To The Annual General Meeting Venue 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 26580461/62/63, Independent Director Mr. N R Mehta (Chairman) Fax No. +91 79 26581296 DIN: 00092386 Mr. Kiran B Vadodaria (Member) Website: www.mcsregistrars.com Mr. Manoj B Vadodaria (Member) Email: [email protected] Mr. Dilip D Patel Independent Director STATUTORY AUDITOR: REGISTERED OFFICE: DIN: 01523277 M/s. Dhirubhai Shah & Co LLP “Sambhaav House”, Chartered Accountants Opp. Judges’ Bungalows, Mr. O P Bhandari th Independent Director 4 Floor, Aditya Building, Premchandnagar Road, DIN: 00056458 Nr. Sardar Patel Seva Samaj, Satellite, Ahmedabad - 380 015 [Gujarat] Mithakali Six Roads, Ellisbridge, Tel No. +91 79 26873914/15/16/17 Ms. Seema G Saxena Ahmedabad - 380 006 [Gujarat] Fax No. +91 79 26873922 Independent Woman Director Website: www.sambhaav.com DIN: 07614119 SECRETARIAL AUDITOR: Email: [email protected] (Resignation w.e.f. 14.11.2018) M/s. Umesh Ved & Associates MUMBAI OFFICE: Practicing Company Secretaries th Mrs. Gouri P Popat A-714, 7 Floor, Crystal Plaza, 304, Shoppers Plaza-V, Independent Woman Director New Link Road, Opp. Infinity Mall, DIN: 08356151 Opp. Municipal Market, C. G. Road, Andheri (West), (Appointment w.e.f. 12.02.2019) Navrangpura, Mumbai - 400 053 [Maharashtra] Ahmedabad - 380 009 [Gujarat] CHIEF FINANCIAL OFFICER: Mr. Sachin Kotak BANKERS: Bank of Baroda (Formerly known as Dena COMPANY SECRETARY AND Bank), Relief Road Branch, Ahmedabad COMPLIANCE OFFICER: Ms. Palak Asawa Membership No. A40377 015 NOTICE NOTICE IS HEREBY GIVEN THAT THE 29TH ANNUAL GENERAL MEETING OF THE MEMBERS OF SAMBHAAV MEDIA LIMITED WILL BE HELD ON Friday, SEPTEMBER 27, 2019 AT 10:30 A.M. AT REGISTERED OFFICE OF THE COMPANY SITUATED AT “SAMBHAAV HOUSE”, OPP. JUDGES’ BUNGALOWS, PREMCHANDNAGAR ROAD, SATELLITE, AHMEDABAD - 380 015 TO TRANSACT THE FOLLOWING BUSINESSES: ORDINARY BUSINESS: 1. To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended on March 31, 2019 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. R K Doshi & Co, LLP Chartered Accountants, (Registration No. 102745W/W100242), be and is hereby appointed as the Statutory Auditor of the Company for a term of 5 (Five) years to hold office from conclusion of 29th Annual General Meeting till conclusion of 34th Annual General Meeting on such remuneration as may be decided by the Managing Director in consultation with Audit Committee and the said Auditors.” “RESOLVED FURTHER THAT the Board of Directors of the Company (including its Audit Committee), be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary to give effect to this Resolution.” SPECIAL BUSINESS: 4. To appoint Mrs. Gouri P Popat as an Independent Woman Director of the Company: To consider and if thought fit, to pass with or without modification(s), the following resolution as a ORDINARY RESOLUTION: “RESOLVED THAT pursuant to the provisions of Sections 149(6), 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mrs. Gouri Popat (DIN: 08356151), who was appointed as an Additional Director of the Company and holds office up to the date of this Annual General Meeting and is eligible for appointment with approval of the Ministry of Information & Broadcasting and in respect of whom the Company has received a notice in writing from the Member of the Company under the provisions of Section 160 of the Act, proposing her candidature for the office of Director be and is hereby appointed as an Independent Woman Director of the Company to hold office for a term of 5 (Five) consecutive years w.e.f. February 12, 2019 to February 11, 2024, not liable to retire by rotation.” 5. To re-appoint Mr. N R Mehta as an Independent Director of the Company for further period of 5 (Five) years: To consider and if thought fit, to pass with or without modification(s), the following resolution as a SPECIAL RESOLUTION: “RESOLVED THAT pursuant to the provisions of Sections 149(6), 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. N R Mehta (DIN: 00092386), who was appointed as an Independent Director and in respect of whom the Company has received a notice in writing from the Member of the Company under Section 160 of the Act, proposing his candidature for the office of Director be and is hereby re-appointed as an Independent Director of the Company to hold office for a second term of 5 (Five) consecutive years w.e.f. September 20, 2019 to September 19, 2024, not liable to retire by rotation notwithstanding the fact that he may attain the age of 75 (Seventy Five) years during his term of appointment.” 016 Sambhaav Media Limited Annual Report - 2018-19 6. To re-appoint Mr. O P Bhandari as an Independent director of the Company for further period of 5 (Five) years: To consider and if thought fit, to pass with or without modification(s), the following resolution as a SPECIAL RESOLUTION: “RESOLVED THAT pursuant to the provisions of Sections 149(6), 150, 152 read withSchedule IV and all other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutorymodification(s) or re-enactment thereof for the time being in force), and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. O P Bhandari (DIN: 00056458), who was appointed as an Independent Director and in respect of whom the Company has received a notice in writing from the Member of the Company under Section 160 of the Act, proposing his candidature for the office of Director be and is hereby re-appointed as an Independent Director of the Company to hold office for a second term of 5 (Five) consecutive years w.e.f.