Sandesh Ltd Directors Report.

To the Members,

THE SANDESH LIMITED

The Directors have pleasure in presenting the 78th Annual Report and the Audited Standalone and Consolidated Financial Statements for the Financial Year (F.Y.) ended March 31, 2021. Consolidated performance of the Company and its subsidiary has been referred to wherever required.

1. Financial Highlights:

(Rs. In Lacs)

Particulars Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Revenue from Operations 27184.37 34107.21 27372.07 34321.30
Other Income 4702.60 1151.09 4721.51 1168.39
Total Revenue 31886.97 35258.30 32093.58 35489.69
Expenditure 19666.91 27136.87 19783.15 27260.82
EBIDTA 12220.06 8121.43 12310.43 8228.87
EBIDTA Margin 38.32% 23.03% 38.36% 23.19%
Finance Cost 46.10 41.70 46.10 41.70
Depreciation & Amortization 693.61 785.92 693.61 785.92
Total Expenditure 20406.62 27964.49 20522.86 28088.44
Exceptional Item 152.80 94.23 152.80 94.23
Profit Before Tax 11633.15 7388.04 11723.52 7692.38
Provision for Current Tax, Deferred Tax & Other Tax Expenses 2702.46 1551.73 2725.23 1582.40
Profit After Tax 8930.69 5836.31 8998.29 6109.98
PAT Margin 28.02% 16.55% 28.04% 17.22%
Dividend as % of Paid –up share Capital 50% 50% N.A. N.A.

2. Review of Operations and the state of the Companys affairs:

The Financial Year 2020-21 was an extremely challenging year affecting the entire strata of the society including Media and Entertainment Industry. Nationwide lockdown to contain the COVID-19 pandemic was a major hit to the Indian economy.

Imposition of the lockdown also affected the business of the Company. Company witnessed lower revenues due to the lockdown imposed during the beginning of the Financial Year. With the relaxation of the restrictions, the Company witnessed gradual increase in the revenues; however, the overall revenues differed significantly in comparison to pre-covid levels. Financial Year 2020-21 being the outlier, the comparison of the Financial Results with the previous Financial Year would not provide reasonable comparison. During the year under review, on Standalone basis, the revenue from operations has decreased by 20.30% from Rs. 34107.21 Lacs in F.Y. 2019-20 to Rs. 27184.37 Lacs in F.Y. 2020-21.

The Company has prepared the Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 of the Companies Act, 2013 ("the Act").

3. Material changes affecting the financial position of the Company:

The Board reports that no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year ending March 31, 2021 and the date of this Report, other than continuing impact of pandemic COVID-19. For detailed analysis kindly refer the Management Discussion and Analysis Report, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("Listing Regulations"), forming part of the Annual Report.

4. Dividend:

The Directors, in their meeting held on February 09, 2021, declared an Interim Dividend at the rate of 50% i.e. Rs. 5/- per Equity Share of Face Value of Rs. 10/- each, during the Financial Year ended March 31, 2021. The interim dividend payment had an outflow of Rs. 378.47 Lacs. The Directors did not recommend a final dividend for F.Y. 2020-21 and further recommended the resolution, to be placed before the members for their approval at the ensuing Annual General Meeting (AGM), for confirmation of interim Dividend, declared and paid at the rate of 50% i.e. Rs. 5/- per Equity Share of Face Value of Rs.10/- each, as a Final Dividend for the F.Y. 2020-21.

5. Dividend Distribution Policy

In terms of the Regulation 43A of the Listing Regulations the Board of Directors has formulated and approved Dividend Distribution Policy, which is available on the website of the Company and can be accessed at: http://images.sandesh.com/2021/08/Dividend-Distribution-Policy.pdf.

6. Transfer to Reserves:

The Board of Directors of the Company does not propose to transfer any amount to the Reserves for the year under review.

7. Change in the nature of the business:

During the Financial Year 2020-21, there was no change in the nature of Business of the Company.

8. Directors Responsibility Statement:

The Companys Directors make the following statement pursuant to Sections 134(3)(c) and 134(5) of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed to the extent applicable to the Company and there are no 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 internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f) The Directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. Board Meetings, Board of Directors, Key Managerial Personnel & Committees of Directors:

a) Board meetings:

The Board of Directors of the Company met four times during the Financial Year 2020-21. For the details of the Board Meetings kindly refer the relevant section of the Corporate Governance Report annexed with this Report.

b) Appointment & Re-appointment of Directors:

Pursuant to provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Parthiv F. Patel (DIN 00050211) retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the Company. The Directors recommend the resolution relating to the re-appointment of Mr. Parthiv F. Patel (who is liable to retire by rotation), as Director of the Company.

Shri Falgunbhai C. Patel (DIN: 00050174) was re-appointed as Chairman and Managing Director for the term of five (5) years with effect from April 01, 2017 to March 31, 2022 in the 73rd Annual General Meeting of the Members of the Company. As the term of Shri Falgunbhai C. Patel will expire on March 31, 2022, the Board of Directors of the Company has recommended the re-appointment of Shri Falgunbhai C. Patel for the period of five (5) years with effect from April 01, 2022.

Shri Sudhirbhai Nanavati (DIN: 00050236), Independent Director of the Company will attain the age of 75 years on September 29, 2022 and pursuant to provisions of the Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five (75) years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person. The Board of Directors, therefore, recommends the passing of a special resolution to continue the directorship of Shri Sudhirbhai Nanavati in the Company and justification for continuation of directorship of Shri Sudhirbhai Nanavati is furnished in the Explanatory Statement to the notice of the Annual General Meeting.

Pursuant to the provisions of Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meetings, the requisite details of Mr. Parthiv F. Patel, Shri Falgunbhai C. Patel and Shri Sudhirbhai Nanavati are furnished in the Explanatory Statement to the Notice of the AGM.

c) Independent Directors:

The provisions of Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations provide for the definition of Independent Director. The following are the Independent Directors of the Company:

a) Mr. Mukeshbhai Patel (DIN 00053892)
b) Mr. Sandeepbhai Singhi (DIN 01211070)
c) Mr. Sudhirbhai Nanavati (DIN 00050236)
d) Dr. Gauri Trivedi (DIN 06502788)

Dr. Gauri Trivedi (DIN: 06502788) was appointed as an Additional Independent Director of the Company with effect from September 15, 2020. Appointment of Dr. Gauri Trivedi as an Independent Director of the Company for the period of five years with effect from September 15, 2020 was regularized in the 77th Annual General Meeting of the Shareholders of the Company. Shri Shreyasbhai Pandya (DIN: 00050244) has tendered his resignation from the post of Independent Director of the Company with effect from January 19, 2021 on account of his health issues. The Board placed on record its appreciation for his invaluable contribution and guidance during his tenure as Director of the Company.

The Company has received necessary declaration from each Independent Director of the Company under the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The Board of Directors has taken on record the declarations of the Independent Directors, after undertaking due assessment of the veracity of the same.

d) Familiarization Program for Independent Directors:

In compliance with the requirements of the Listing Regulations, the Independent Directors have been familiarized about the Company by the functional heads of various departments of the Company which includes detailed presentations on the vision and mission of the Company, its operations, business plans, technologies and also future outlook of the entire industry. Details of familiarization programs extended to the Independent Directors are also disclosed on the Company website from time to time at: https://sandesh.com/ir/Details-of-familiarization-programmes.pdf.

e) Resignation, Cessation and Changes in Key Managerial Personnel:

Mr. Yogesh Jani has tendered his resignation from the post of Whole-time Director of the Company with effect from September 15, 2020. The Board placed on record its appreciation for his invaluable contribution and guidance during his tenure as Director of the Company. Mr. Sanjay Kumar Tandon was appointed as an Additional and Whole-time Director of the Company by the Board of Directors in their meeting dated September 15, 2020. Appointment of Mr. Sanjay Kumar Tandon as Whole-time Director for the period of five years with effect from September 15, 2020 was regularized at the 77th Annual General Meeting of the Shareholders of the Company.

Further, none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Director of Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other statutory authority. Pursuant to the provisions of Listing Regulations the Company has received a certificate to that effect, issued by M/s. Jignesh A. Maniar & Associates, Practicing Company Secretaries and the same forms the part of Corporate Governance Report.

f) Details of remuneration to directors:

The information relating to remuneration of the Directors as required under the provisions of Section 197(12) of the Act, is given in Annexure D annexed with this report.

g) Board Committees:

The Company has constituted the following Committees of the Board of Directors:

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Corporate Social Responsibility Committee;

4. Nomination and Remuneration Committee;

5. Executive Committee; and

6. Risk Management Committee

The Corporate Governance Report contains the details of the composition of each of the above Committees, their respective role and responsibilities.

h) Nomination and Remuneration Policy:

In terms of the of Sections 178(3) and 178(4) of the Act and Regulation 19(4) read with Part D of Schedule II of the Listing Regulations, the Directors of the Company have, on recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for appointment and remuneration of directors, key managerial personnel and senior management. The salient features of the policy are provided in the Corporate Governance Report. The said policy is also available on the website of the Company at: http://sandesh.com/ir/Nomination-Remuneration-Policy.pdf.

i) Annual Performance evaluation by the Board:

Pursuant to the provisions of the Act read with Rules made thereunder and as provided in Schedule IV to the Act and applicable regulations of Listing Regulations, the Nomination and Remuneration Committee has carried out an annual evaluation of the performance of the Board and its Committees and of the Directors individually and the findings were thereafter shared with the Board Members as well as the Chairman of the Company.

In terms of the provisions of Regulation 17(10) of the Listing Regulations, the Board has carried out an evaluation of the performance of the Independent Directors without the presence of the Director being evaluated and evaluation of the fulfillment of the independence criteria as specified in the Act and the Listing Regulations and their independence from the Management. The Independent Directors have also evaluated the performance of the Chairman and other Non-Independent Directors. The Directors express their satisfaction with the evaluation process. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report, which is forming part of this Report.

j) Pecuniary relationships or transactions of Non-executive Directors with the Company:

None of the Non-executive Directors of the Company had any pecuniary relationships or transactions with the Company during the Financial Year under review which may have potential conflict with the interests of the Company at large.

k) Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2021 are as under:

Shri Falgunbhai C. Patel Chairman and Managing Director
Mr. Parthiv F. Patel Managing Director
Mr. Sanjay Kumar Tandon Whole-time Director & Chief Financial Officer
Mr. Dhaval Pandya Company Secretary

10. Subsidiary Company, joint ventures and associate companies:

The Company has one wholly-owned subsidiary as on March 31, 2021. There were no joint venture Companies during the Financial Year under review. M/s. Applewoods Estate Private Limited ceased to be the Associate Company of the Company with effect from January 29, 2021.

There has been no material change in the nature of the business of the Subsidiary Company and further, pursuant to the provisions of Section 129(3) of the Act, read with applicable rules of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Companys Subsidiary in Form AOC-1 is attached to the Boards Report of the Company as Annexure-A. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company including consolidated financial statements along with relevant documents and separate audited accounts in respect of Subsidiary Company are available on the website of the Company. The Company Secretary will make these documents available for inspection, electronically up to the date of ensuing AGM, upon receipt of a request from any Member of the Company interested in obtaining the same.

The Company has also framed a policy for determining material subsidiaries, which has been posted on the Companys website at the following link: http://sandesh.com/ir/Policy_Material-Subsidiary.pdf. The performance and business highlights of the Subsidiary Company of the Company during the Financial Year 2020-21 are as mentioned hereunder:

Sandesh Digital Private Limited (‘SDPL, Wholly-owned Subsidiary company):

SDPL is into the digital media business and recorded a total income of Rs. 229.74 Lacs and EBIDTA Profit of Rs. 90.37 Lacs for the Financial Year under review. The subsidiary is engaged in aggregating and providing news, videos and advertisements on multiple digital platforms.

11. Corporate Governance:

A Report on Corporate Governance along with a certificate regarding the compliance of conditions of corporate governance, issued by M/s. Jignesh A. Maniar & Associates, Practicing Company Secretaries, as stipulated under Schedule V of the Listing Regulations, forms a part of this Annual Report.

12. Audit Committee and its Recommendations:

The Audit Committee has been constituted in accordance with the provisions of the Act and the Rules made thereunder and also in compliance with the provisions of Listing Regulations and more details on the Committee are provided in the Report on Corporate Governance. During the financial year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors of the Company. The Composition of the Audit Committee is as described in the Report on Corporate Governance.

13. Auditors and Audit Reports:

a) Statutory Auditors:

At the 75th AGM held on September 28, 2018 the Members approved appointment of M/s. S G D G Associates & LLP, (Firm Registration No. W100188 LLPIN: AAI-3248), Chartered Accountants as Statutory Auditors of the Company, in place of retiring Auditors M/s. Manubhai Shah & LLP (Firm Registration No. 106041W / W100136 LLPIN: AAG-0878), Chartered Accountants, to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 80th AGM.

M/s. S G D G Associates & LLP, have consented to their appointment as Statutory Auditors and have confirmed that their appointment will be in accordance with provisions of Sections 139 and 141 of the Act read with the rules made thereunder. The Members may note that the requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 07, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the AGM.

b) Auditors Report:

The notes of the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report for the Financial Year 2020-21 does not contain any qualification, reservation or adverse remarks. The Statutory Auditors, M/s. S G D G Associates & LLP, have not reported any incident of fraud to the Audit Committee of the Company in the Financial Year under review. Further, the Directors have reviewed the Auditors Report.

c) Secretarial Audit Report:

Secretarial Audit Report in Form MR-3 pursuant to the provisions of Section 204 of the Act read with applicable rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Secretarial Audit and Secretarial Compliance Report pursuant to the provisions of Regulation 24A of the Listing Regulations for the Financial Year ended on March 31, 2021, issued by M/s. Jignesh A. Maniar & Associates, Practicing Company Secretaries, Ahmedabad are annexed as Annexure B and Annexure C, respectively, to this Report.

With regard to the qualifications of the Secretarial Auditor, that the appointment of Independent Woman Director pursuant to the provisions of Regulation 17(1)(a) of the Listing Regulations, was done on September 15, 2020, the Board of Directors submits that the Company had approached various candidates for the appointment of Independent Woman Director. However, the Company wasnt able to find any interested candidate having requisite experience for the Company which is part of media industry and further due to lockdown imposed to contain Covid-19 Pandemic aggravated the delay.

14. Cost Records:

The Company is not required to comply with the requirements of maintaining the cost records, specified by the Central Government, under provisions of Section 148(1) of the Act and accordingly no such records are made or maintained by the Company.

15. Human resource initiatives and industrial relations:

The Company treats its employees as most valuable assets as it knows that without good employees the best of the business plans and ideas will fail. In todays dynamic and continuously changing business world, it is the human assets and not the fixed or tangible assets that differentiate an organization from its competitors. Improving employee efficiency and performance has always been the top most priority for the Company. The Company also aims to align human resource practices with its business goals. The performance management system enables a holistic approach to the issue of managing performance and does not limit to only an appraisal. The total number of employees on the rolls of the Company is 449 on March 31, 2021.

16. Particulars of Employees:

The information required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure D to this Report.

17. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outflow:

The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure E to this report.

18. Management Discussion and Analysis Report & Cautionary Statement:

A detailed chapter on ‘Management Discussion and Analysis pursuant to the Regulation 34 of Listing Regulations, is annexed and forms part of this Annual Report. The statements in this Annual Report, especially those with respect to Management Discussion and Analysis, describing the objectives of the Company, expectations, estimates and projections, may constitute ‘forward looking statements within the meaning of applicable law. Actual results might differ, though the expectations, estimates and projections are based on reasonable assumptions. The details and information used in the said report have been taken from publicly available sources. Any discrepancies in the details or information are incidental and unintentional. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of date. The discussion and analysis as provided in the said report should be read in conjunction with the Companys financial statements included herein and the notes thereto.

19. Business Responsibility Report:

A detailed Chapter on ‘Business Responsibility Report pursuant to Regulation 34 of Listing Regulation for the year ended March 31, 2021 is annexed and forming part of this Report.

20. Corporate Social Responsibility Initiatives:

The Company has constituted a Corporate Social Responsibility Committee. The Committee is constituted to manage and overview the Corporate Social Responsibility programs of the Company. The Corporate Social Responsibility Policy as approved and amended from time to time by the Board is available at the website of the Company at the link: http://sandesh.com/ir/CSR-Policy.pdf. The Annual Report on Corporate Social Responsibility activities is annexed herewith as Annexure F.

21. Insider Trading Regulations:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, and the amendments thereof, the Company has formulated and amended from time to time, a "Code of Conduct for Prevention of Insider Trading" and "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" for regulating, monitoring and reporting of trading in shares of the Company by the Promoters, Designated Persons, Key Managerial Personnel, Directors, Employees, Connected Persons and Insiders of the Company. The said codes are in accordance with the said Regulations and are also available on the website of the Company. The Company has also adopted the Policy for the determination of Legitimate Purposes as a part of "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" and "Policy for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information".

22. Borrowing:

Particulars of borrowing are given in the financial statements of the Company read with notes to financial statements which may be read in conjunction with this report.

23. Credit Rating:

For the Financial Year 2020-21 under review, the credit rating agency "Credit Analysis and Research Limited" has granted rating of CARE AA (Double A) assigned to the long term bank facilities. Further, it has granted the CARE A1+ (A one Plus) rating assigned to short term facilities.

24. Insurance:

All the significant properties and insurable interest of the Company, including buildings, plant and machineries and stocks are insured.

25. Risk Management:

The Board of Directors of the Company has framed and adopted a policy on Risk Management of the Company. The Company has identified various risks and also has mitigation plans for each risk identified and it has a comprehensive Risk Management system which ensures that all risks are timely defined and mitigated in accordance with the Risk Management Policy. Pursuant to the Regulation 21 of the Listing Regulations, the Company has constituted Risk Management Committee. Composition of the Committee is more particularly described in the Corporate Governance Report which forms a part of this Annual Report.

26. Internal Control Systems and adequacy of Internal Financial Controls:

The Company has an adequate system of the internal controls to ensure that all its assets are protected against loss from unauthorized use or disposition and further that those transactions are authorised, promptly recorded and reported correctly. The Company has implemented an effective framework for Internal Financial Controls in terms of the provisions stipulated under the explanation to Section 134(5)(e) of the Act for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Board is of the opinion that the Company has an effective Internal Financial Controls which is commensurate with the size and scale of the business operations of the Company for the Financial Year under review. Adequate internal financial controls with respect to financial statements are in place. The Company has documented policies and guidelines for this purpose. Its Internal Control System has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

The internal audit and the management review supplement the process implementation of effective internal control. The Audit Committee of the Board deals with accounting matters, financial reporting and internal controls and regularly interacts with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. No reportable material weakness in the design or implementation was observed during the financial year under review.

27. Vigil Mechanism and Whistle Blower Policy:

The Board has approved and established a Vigil Mechanism and Whistle Blower Policy for the Directors and employees of the Company to report their genuine concerns and its details are explained in the Corporate Governance Report. The Companys Vigil Mechanism and Whistle Blower Policy entitle its Directors and employees to also report the instances of leak or suspected leak of Unpublished Price Sensitive Information. The aforesaid Policy is also available on the website of the Company.

28. Code of Conduct:

The Directors have laid down the Code of Conduct for all Board Members and the members of the senior management of the Company. The said Code is also placed on the website of the Company. All Board Members and the members of the senior management of the Company have affirmed compliance with the said Code for the Financial Year under review. The Certificate from the Chairman & Managing Director affirming compliance of the said Code by all the Board Members and the members of senior management of the Company, to whom the Code is applicable, is attached to the Corporate Governance Report.

29. Extract of Annual Return:

Pursuant to the provisions of Section 92(3) of the Act, the annual return of the Company as on March 31, 2021 is available on the website of the Company at http://images.sandesh.com/2021/09/Form_MGT-7.pdf.

30. Litigation:

There was no material litigation outstanding as on March 31, 2021 and the details of pending litigation including tax matters are disclosed in the Financial Statements.

31. Particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act:

The particulars of loans and guarantees given and the investments made under the provisions of Section 186 of the Act are given separately in the Financial Statements of the Company read with the Notes to Accounts which may be read in conjunction with this Report.

32. Particulars of contracts or arrangements with related parties referred to in Section 188(1) in the prescribed form:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business and were placed before the Audit Committee and also before the Board for their review and approval. As there were no material related party transactions entered into by the Company with the related parties during the financial year under review, the requirement of disclosing the details of the related party transactions under Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, in Form AOC-2 is not applicable to the Company.

In line with the provisions of the Act and Listing Regulations, the Company has formulated a Related Party Transactions Policy for determining materiality of Related Party Transactions and also the manner for dealing with Related Party Transactions. The Related Party Transactions Policy is uploaded on the Companys website and can be accessed at: http://sandesh.com/ir/RPT-Policy. pdf. The Company has maintained a register under Section 189 of the Act and particulars of Related Party Transactions are entered in the Register, whenever applicable. Further, pursuant to the Listing Regulations, Related Party disclosures in compliance with the applicable Accounting Standards have been given in the Notes to the Financial Statements. Disclosure of the transactions of the Company with the person or entity belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the listed entity, in the format prescribed in the relevant accounting standards for annual results have also been given in the Notes to the Financial Statements.

33. Listing Fees:

The Company confirms that it has paid the annual listing fees for the Financial Year 2021-22 to BSE Limited and National Stock Exchange of India Limited.

34. Other Statutory Disclosures:

a) Public Deposits (Deposit from the public falling within the ambit of Section 73 of the Act and the Rules made thereof):

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the financial statements.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise:

The Authorised Share Capital of the Company is Rs. 15 Crores comprising of 1,50,00,000 equity shares of Rs. 10/- each. The paid up equity share capital of the Company as on March 31, 2021 was Rs. 7.57 Crores comprising of 75,69,421 equity shares of Rs.10/- each. During the Financial Year under review, the Company has not issued shares with or without differential voting rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme:

The Company has not issued any shares including sweat equity shares to any of the employees of the Company under any scheme during the Financial Year under review.

d) Receipt of Remuneration or Commission by Managing Director(s) / Whole Time Director from subsidiary of the Company:

No Remuneration or Commission was paid to the Managing Director(s) / Whole Time Director from the subsidiary of the Company for the Financial Year under review. Hence, there is no disclosure required as to the receipt of the remuneration or commission by the Managing Director(s)/ Whole Time Director from the subsidiary of the Company.

e) Transfer of Amounts to Investor Education and Protection Fund:

During the year under review the Unpaid / Unclaimed Dividend for the Financial Year 2012-13 amounting to Rs. 2,79,780/-, became due and was transferred to the Investor Education and Protection Fund in compliance with the provisions of Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended. For further details kindly refer the relevant section of Corporate Governance Report.

f) Details of significant and material orders passed by the Regulators / Courts / Tribunals impacting the going concern status and the Companys operations in future:

During the year under review, there were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

g) Disclosure under Section 67(3) of the Companies Act, 2013:

The Company does not have any scheme of provision of money or the Company does not provide any loan or financial arrangement to its employees, for the purchase of its own shares. Accordingly, no disclosure is required under Section 67(3)(c) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

h) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (SHWWA):

The Company has in place a Policy for prevention of Sexual Harassment at the workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All the employees of the Company are covered under the said policy. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. For the summary of sexual harassment complaints received and disposed during the year under review, kindly refer the relevant section of Corporate Governance Report.

35. Secretarial Standards:

Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India during the year under review.

36. Acknowledgment:

The Directors place on record their sincere appreciation for the valuable contribution and dedicated services by all the employees of the Company. The Directors express their sincere thanks to the esteemed readers, viewers and customers of the Company for their continued patronage. The Directors also immensely thank all the shareholders, bankers, investors, agents, business associates, service providers, vendors and all other stakeholders for their continued and consistent support to the Company during the Financial Year.

For and on behalf of the Board of Directors,
Falgunbhai C. Patel
Date : August 13, 2021 Chairman & Managing Director
Place : Ahmedabad (DIN 00050174)
Encl.: Annexure A to Annexure F