24 Apr 2017 | Livemint.com

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Sambhaav Media Ltd.

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  • BSE Code: 511630
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  • Vol: 6970
  • NSE Code: SAMBHAAV
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Sambhaav Media Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

[Pursuant to Clause 49 of the Listing Agreement]

1. COMPANY'S PHILOSOPHY ON THE CODE OF CORPORATE GOVERNANCE

The philosophy of the Board and the management of the Company are to reach for the better Corporate Governance Practices, enabling the Board to manage and control the affairs of the Company in an efficient and effective manner.

As per the Clause 49 of the Listing Agreement, the Company has implemented the Code of Corporate Governance. Further with the formation of various Sub- Committees of the Board, the Company is complying with various provisions of the Companies Act, 2013, the Securities and Exchange Board of India [SEBI] and the Listing Agreements executed with Bombay Stock Exchange and National Stock Exchange of India Ltd. [the Stock Exchanges].

2. BOARD OF DIRECTORS

2.1 Composition of the Board

The Company has an optimum combination of Executive and Non Executive Directors. At the end of the year the Board consists of eight Directors comprising of one Executive Chairman, one Non Executive Director, one Whole Time Director and five other Non Executive Independent Directors. The appointment of five Non Executive Independent Directors is in conformity with the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the stock exchanges by the Company. There are two Promoter Directors out of which one is Executive Director and the other one is Non Executive Director. There is one Woman Director out of the Non Executive Independent Directors. There is no Nominee Director on the Board.

2.2 Directors' Profile

Brief Profile of all the Board Members, Nature of their expertise in specific functional areas and the Names of Companies in which they hold Directorships and Memberships / Chairmanship of Board or Committees of Board are as under:

[1] Mr. Kiran Vadodaria is a Mechanical Engineer from L.D. Engineering College, Ahmedabad. He possesses varied experience and exposure base in corporate. He has developed unique insight and judgmental capabilities about the socio political dynamics. He is CMD of Sambhaav Media Ltd and Joint Managing Director of Nila Infrastructures Ltd. He has been elected as the President of Indian Newspaper Society [INS] during the year. He was Part Time Non Executive Director of United Bank of India during 2011-14 on nomination by Ministry of Finance. He was Chairman of Gujarat Regional Committee and Member of National Integration Council of Government of India.

[2] Mr. Manoj Vadodaria is a Commerce Graduate and self-made businessman. His induction into the business world was at a very early age. He combated harsh realities and adversities of business life successfully. This experience culminated into maturity and fervor of a rare kind. The practical school of business has made him a financial wizard backed by his sharp business instincts. This unique blend has been a tremendous source of benefit to the Group in meeting financial challenges and carving out ambitious expansion plans.

[3] Mr. Dilip D. Patel possesses vast experience of management education, training and consultancy for more than 25 years. He is the founder faculty of S.PJain Institute of Management Research, Mumbai which is one of the top 10 Business Schools in the country. He is being consulted by the number of Indian and multinational companies and has also offered training to senior managers in leading Companies. He is currently Advisor to the Board of many companies in India and Overseas.

[4] Mr. R.K. Gupta is Electrical Engineer who possesses varied experience of more than 34 years in the filed of Radio & Television Broad Casting. At present he is Director of CMAI. He is also Member of Indira Gandhi National Open University (IGNOU) and International Films & Television Club (IFTC) and Life Fellow Member of Institution of Electronics & Telecommunication Engineers (IETE), Broadcast Engineering Society of India and Institution of Engineers (India). He was head of Engineering Department in Doordarshan, New Delhi which is one of the largest broadcasting networks in the world.

5] Mr. O.P. Bhandariis having more than 25 years of varied experience in the field of auditing, taxation, merchant banking and financial matters. He is having an outstanding exposure as Practicing Chartered Accountants with various prominent Groups of Industries in Ahmedabad as well as in other parts of the States of Gujarat and Rajasthan.

[6] Mr. N.R. Mehta has about 40 years of experience and out of this, 30 years were at the Indian Express Group. Mr. Mehta is having an outstanding exposure in financial management.

[7] Mr. Amit Kumar Ray has graduated in Commerce from Calcutta University. He possesses extensive experience of more than 30 years in the filed of social work, marketing, advertising, communication and broadcasting. He has worked for many reputed organizations like McCann Ericson, Lintas, Clarion, Jwt, DDB Mudra, MarCom, Reliance Infocomm, BAG Network and International Mission of Hope. He was Joint Chairman of Technical Committee at Media Research User's Council (MRUC) which is an Apex body for conducting the world's largest readership study IRS.

[8] Mrs. Raksha S Bharadia has graduated in arts from Loreto College, Calcutta University. She has worked with Star Plus for show Lakho Main Ek; as columnist for Femina, Ahmedabad Mirror and DNA Ahmedabad. She was also Professor at CEPT University Ahmedabad, Gujarat in 2011. She has authored three books which are published by Rupa & Co. namely Me: A Handbook for Parents (2006), Roots and Wings (2008), A Handbook for Parents; All and Nothing (2010). She has edited 13 titles in the Chicken soup for the Indian Soul Series for Westland. She has written several articles for Midday, Life Positive, Marie Claire, Femina India, Gurlz, India Today (Gujarat Edition) and Ahmedabad Times.

Board and Committee Meetings

The procedure with respect to the Board and the Committees meetings are in compliance with the requirements of the Companies Act, 2013, Secretarial Standards (SS-1) prescribed for the Board Meetings by the Institute of Company Secretaries of India, Listing Agreements with Stock Exchanges and other applicable laws and regulations.

Code of Conduct for the Board of Directors and Senior Management Personnel

In terms of Clause 49 of the Listing Agreement, the Board has adopted the Code of Conduct for the Board of Directors and Senior Management Personnel of the Company. This Code of Conduct is a comprehensive code which is applicable to all Directors and Senior Management Personnel. A copy of the Code has been put on the Company's website and has been circulated to all the Board Members and all Senior Management Personnel. The compliance of the said Code has been affirmed by them annually. A declaration signed by the Managing Director of the Company forms part of this Report.

Declaration by the Managing Director

This is to confirm that the Company has adopted a Code of Conduct for its Board Members and the Senior Management Personnel and the same is available on the Company's website. I confirm that the Company has in respect of the financial year ended on 31st March, 2015, received from the Senior Management Personnel of the Company and the members of the Board a declaration of compliance with Code of Conduct applicable to them.

Board Procedure

Pursuant to the Listing Agreements, Stock Exchanges are being informed about the convening of the Board Meetings at least 7 clear days in advance. The agenda is prepared by the Secretarial Department in consultation with the Chairman of the Board. The information as required under the Clause 49 of the Listing Agreement is made available to the Board. The agenda for the meeting of the Board and its Committees together with the appropriate supporting documents and papers are circulated well in advance of the meeting to enable the Board to take informed decisions. The Stock Exchanges are informed about the outcome of the Board Meeting as soon as the Meeting concludes.

The meetings of the Board and its various Committees are generally held at the Registered Office of the Company at Ahmedabad.

3. AUDIT COMMITTEE

3.1. Composition of the Audit Committee

The Audit Committee of the Board is comprised of three Directors. All the three Directors are Non Executive Independent Directors. The constitution of the Audit Committee is in line with Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreements executed with the Stock Exchanges. Mr. N.R. Mehta is the Chairman of the Audit Committee. He possesses adequate financial and accounting knowledge. Mr. O.P Bhandari and Mr. Dilip D. Patel are the other two members of the Audit Committee. The primary objective of the Audit Committee is to monitor and effectively supervise the Company's financial reporting process with a view to provide accurate, timely and proper disclosures and the integrity and quality of the financial reporting.

3.2 The terms of reference or role of the Audit Committee

The terms of reference and role of the Audit Committee is in accordance with provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement as under:

a. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

b. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

c. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

d. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

i. Matters required to be included in the Director's Responsibility Statement to be included in the Boards' report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

ii. Changes, if any, in accounting policies and practices and reasons for the same

iii. Major accounting entries involving estimates based on the exercise of judgment by management

iv. Significant adjustments made in the financial statements arising out of audit findings

v. Compliance with listing and other legal requirements relating to financial statements

vi. Disclosure of any related party transactions

vii. Qualifications in the draft audit report

e. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

f. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

g. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

h. Approval or any subsequent modification of transactions of the company with related parties;

i. Scrutiny of inter-corporate loans and investments;

j. Valuation of undertakings or assets of the company, wherever it is necessary; k. Evaluation of internal financial controls and risk management systems;

l. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; m. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and  seniority of the official heading the department, reporting structure coverage and frequency of internal audit; n. Discussion with internal auditors of any significant findings and follow up there on;

o. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

p. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

q. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

r. To review the functioning of the Whistle Blower Mechanism(Vigil Mechanism);

s. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

t. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

u. A statement of all transactions with related parties, including their basis shall be placed before the Audit Committee for formal approval / ratification with explanations where there are interested transactions.

v. Details of material individual transactions with related parties which are not in the normal course of business shall be placed before the audit committee.

w. Details of material individual transactions with related parties or others, which are not an arm's length basis should be placed before the Audit Committee, together with Manager's justification for the same.

3.3 Attendance at the Audit Committee Meetings

Four Audit Committee meetings were held during the year on 29th May, 2014, 12th August, 2014, 14th November, 2014 and 31st January, 2015. The time gap between the two Audit Committee meetings was not more than four months. The names of the members of the Audit Committee, and its Chairman and details of meetings attended by them are stated hereunder.

4. NOMINATION AND REMUNERATION COMMITTEE

4.1 Composition of the Committee

The Nomination and Remuneration Committee of the Company comprises of three members and all are Non-Executive Independent Directors. Mr. N R Mehta is the Chairman and Mr. O P Bhandari and Mr. Dilip D. Patel are the other two members of the committee. The committee has been constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

4.2 Terms of reference or role of the Committee

The terms of reference and role of the Nomination and Remuneration committee is in accordance with provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement as under.

a. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

b. Formulate criteria for evaluation of Independent Directors and the Board;

c. Devising a policy on Board diversity;

d. Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal, and shall carry out evaluation of every director's performance.

e. The company shall disclose the remuneration policy and the evaluation criteria in its Boards' Report.

4.3 Attendance at the Nomination and Remuneration Committee meetings

Two Nomination and Remuneration Committee meetings were held during the year on 12th August, 2014 and 28th March, 2015.The names of the members of the Nomination and Remuneration Committee and its Chairman and details of meetings attended by them are stated hereunder

4.4. Remuneration Policy

The gist of the Nomination and Remuneration Policy of the Company constituted in terms of the provisions of the Companies Act, 2013 and as per the requirements of the Listing Agreement as amended from time to time is as under:

The Nomination and Remuneration Policy of the Company Policy is divided in three parts:

Part - A covers the matters to be dealt with and recommended by the Committee to the Board; Part - B covers the appointment and nomination and Part - C covers remuneration and perquisites etc.

PART - A: Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee

The Committee shall:

(a) Formulate the criteria for determining qualifications, positive attributes and independence of a Director.

(b) Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial Personnel and Senior Management positions in accordance with the criteria laid down in this policy.

(c) Recommend to the Board, appointment and removal of Director, KMP and Senior Management.

PART - B: Policy for appointment and removal of Director, KMP and Senior Management

(a) Appointment Criteria and Qualifications

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Managing Director or Whole-time Director or Manager who has attained the age of seventy years.

Provided that where any person has attend the age of seventy years and where his appointment or reappointment is approved by passing a special resolution in the General Meeting based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years. In any other case the same shall be approved by Central Government.

(b) Term or Tenure

1. Managing Director, Whole-time Director

The Company shall appoint or re-appoint any person as its Managing Director or Whole-time Director or Manager for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director

i. An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for reappointment on passing of a Special Resolution by the Company and disclosure of such appointment in the Boards' report.

ii. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years from cessation of Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

iii. At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and in case he is serving as a Whole-time Director of a listed company then he shall serve as Independent Director in three listed companies.

(c) Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly

(d) Removal

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made there under or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

(e) Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

PART - C: Policy relating to the remuneration for the Whole-Time Director, KMP and Senior Management

(a) General

1. The committee will determine and recommend to Board the remuneration / compensation / commission etc. to the Managing Director, Whole-time Director, KMP and Senior Management Personnel for approval. The remuneration/compensation/ commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

2. The remuneration and commission to be paid to the Managing Director or Whole-time Director shall be in accordance with the limits or conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the rules made there under as amended from time to time.

3. Increments to the existing remuneration/compensation structure may be recommended by the Committee to the Board which should be within the limits approved by the Shareholders in the case of Managing Director or Whole-time Director. Increments will be effective from the date mentioned in the respective resolutions in case of a Managing Director and Whole-time Director and 1st April in respect of other employees of the Company or such other date as may be determined from time to time

4. Where any insurance is taken by the Company on behalf of its Managing Director, Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

(b) Remuneration to Whole-time Director, Managing Director/ Manager, KMP and Senior Management

1. Fixed pay

The Managing Director/Manager, Whole-time Director, KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The break up of the pay scale and quantum of perquisites including, employer's contribution to provident fund, superannuation or annuity fund, gratuity, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

2. Minimum Remuneration

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing Director and Whole-time Director in accordance with the provisions of Section II of Part II of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

3. Provisions for excess remuneration

If any Managing Director and Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

4. Stock Options

In case, Managing Director, Whole-time Director, Company Secretary and Chief Financial Officer, are not being Promoter Director or Independent Director, they shall be entitled to any stock option of the Company as qualified by the normal employees of the Company. Provided the same shall be subject to the Companies Act, 2013 and rules made there under read with Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and any amendment or modification thereof.

Senior Management Personnel shall be eligible for stock options as normal employees of the Company.

(c) Remuneration to Non Executive / Independent Director

1. Remuneration / Commission

The remuneration / commission shall be fixed as per the limits and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013 and the rules made there under.

2. Sitting Fees

The Non Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. The sitting fees shall be decided by the Board of Directors of the Company at its meeting where quorum consists of disinterested Directors. In case all the Directors are interested, the same shall be decided by the Resolution passed by the Members of the Company.

Provided that the amount of such fees shall not exceed Rupees One lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

3. Commission

Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

4. Stock Options

An Independent Director shall not be entitled to any stock option of the Company. 4.5 The details of the remuneration and the sitting fees paid to the Directors during 2014 -2015:

Details are provided under extract of Annual Report in Form MGT 9 duly annexed with the Board Report.

5. STAKEHOLDERS' RELATIONSHIP COMMITTEE

In terms of the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted Stakeholders' Relationship Committee to consider and resolve grievances of the investors of the Company. Mr. N R Mehta is the Chairman of the Committee and also designated as the Compliance Officer w.e.f April 01, 2015 consequent upon resignation of the Company Secretary of the Company. Ms. Chaitali B. Parikh has acted as the Compliance Officer upto March 31, 2015 and ceased to be so upon resignation.

5.1 Details of investors' complaints

Number of shareholders' complaints received during the year: NIL

Number of complaints not resolved to the satisfaction of shareholders: NIL

Number of pending Complain: NIL

6. RISK MANAGEMENT COMMITTEE

Business risk management and management of affairs is an ongoing process within the Company. The Company has robust risk management framework to identify, monitor and minimize various internal and external risks. The Audit Committee, Risk Management Team and the Board of Directors regularly review the risk management policy and procedures. The Company is in the process of setting up a system to appraise the Board of Directors of the Company on the key risk assessment areas and suggestive risk mitigation mechanism.

6.1 Composition of the Committee

In terms of Clause 49 of the listing Agreement, the Company has constituted Risk Management Committee and framed a policy for risk management. The Risk Management Committee of the Board is comprised of three Directors. Mr. Kiran B Vadodaria, Mr. Manoj B Vadodaria and Mr. N R Mehta are the member of the Risk Management Committee.

6.2 Terms of reference or role of the Committee

The broad terms of reference of the Risk Management Committee are as under:

a) The Risk Management Committee evaluates risk exposure of the company and prepare action plan to eliminate such risk in timely manner.

b) The Risk Management Committee ensures that the company is maintaining proper balance between growth of activities and risk for both ongoing and new projects.

c) The Risk Management Committee annually reviews this policy and recommend modification to the Board to meet the continuous evolving business environment.

d) The Risk Management Committee, if required, appraises the audit committee for any potential risk for the company and endeavor to eliminate in timely manner.

6.3 Risk Management Committee Meeting

During the year under review one meeting of the Risk Management Committee was held 28th March, 2015 where at all the members of the committee were present.

7. DETAILS OF WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or policy or any misconduct. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

DISCLOSURES

9.1 Materially Significant Related Party Transaction

The transaction between the Company and the Directors and Companies in which the Directors are interested are disclosed in Note No. 32 to the notes forming part of accounts are in compliance with the Accounting Standards relating to "Related Party Disclosures". There is no materially significant Related Party Transaction that may have potential conflict with the interest of the Company at large.

The Directors regularly make full disclosures to the Board of Directors regarding nature of their interest in the Companies in which they are Directors or members.

9.2 Statutory Compliances, Penalties and Strictures

There were no instances of non compliances nor have any penalties, strictures been imposed by Stock Exchanges or SEBI or any other statutory authority during the last years on any matter related to the capital market.

9.3 Code of Conduct

The Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel of the Company and all have affirmed their adherence to the Code of Conduct. The Code of Conduct has been posted on the Company's website.

9.4 Listing Agreement Compliances

The Company complies with all the requirements of the Listing Agreement including the mandatory requirements of Clause 49 of the Agreement.

10 MEANS OF COMMUNICATIONS:

10.1 Quarterly Results: Normally quarterly results of the Company are published in Business Standard (English) and Jansatta Loksatta (Gujarati).

10.2 Website of the Company: www.sambhaavmetro.com  

10.3 Whether it also displays official news release and presentation made to institutional investors or to the analyst: No

10.4 Half yearly reports: Half yearly report have not been sent to shareholders

10.5 The presentations made to the institutional investors or to the analysts: No 11. GENERAL SHAREHOLDERS INFORMATION

11.1 Day, Date, Time and Venue of the 25th Annual General Meeting:

Day: Friday Date: 28th August, 2015 Time: 10:30 am

Venue: First floor, "Sambhaav House", Opp: Judges' Bungalows, Premchandnagar Road, Satellite, Ahmedabad-380015

11.2 Financial Year: 1st April to 31st March

11.3 Financial Calendar: Tentative and subject to change for the financial year 2015-2016

Quarter Ending Release of Results

30th June, 2015 : Mid of August, 2015

30th Sept, 2015 :Mid of November, 2015

31st Dec, 2015 : Mid of February, 2016

31st March, 2016 : Mid of May, 2016

11.4. Date of Book Closure: from 25th August, 2015 to 28th August, 2015 [both days inclusive]

11.5 Dividend Payment Date: Not Applicable

11.6 Listing on stock exchanges and payment of listing fees

Shares of the Company are listed on Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE). Listing Fees required to be paid has been paid in time to both the Stock Exchanges.

11.7 a) Stock Code: BSE: 511630, NSE: SAMBHAAV

b) ISIN in National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL]: INE699B01027

11.11 Registrar and Share Transfer Agent

M/s MCS Limited

Address: 201, Third Floor Shatdal Complex, Opp. Bata Show Room, Ashram Road, Ahmedabad-380009 Email : mcsahmd@gmail.com; Phone No: 079- 26582878/79/80; Fax No. : 079- 26581296

11.12 Share Transfer System

The powers of Transfer and transmission of shares of the company has been delegated to the RTA of the Company M/s MCS Limited, Ahmedabad. The RTA approves the transfers within the time limit prescribed under the law.

11.13 Dematerialization of Shares and Liquidity

Trading in the Company's shares is permitted only in dematerialization form for all investors. The Company has established connectivity with CDSL and NSDL through the Registrar, M/s MCS Ltd, whereby the investors have the option to dematerialize their shares with either of the depositories. As on 31st March, 2015, 96.36 % of the paid up share capital has been dematerialized.

11.14 The Company has no outstanding GDR/ADR, Warrants or any convertible instrument.

11.15 Address for Correspondence

All enquires; clarifications and correspondence should be addressed at the following address: The Compliance Officer Sambhaav Media Ltd., "Sambhaav House" Opp: Judges' Bungalows, Premchandnagar Road, Satellite, Ahmedabad-380015 E mail: secretarial@sambhaav.com Fax No: 079-26873922, Phone: 079-26873914/15/16/17

12. SECRETARIAL AUDIT FOR CAPITAL RECONCILIATION

As stipulated by SEBI, a Secretarial Audit is carried out by an Independent Practicing Company Secretary on quarterly basis to confirm reconciliation of the issued and listed capital, shares held in dematerialized and physical mode and the status of the register of members.

13. SECRETARIAL AUDIT REPORT FOR COMPLIANCES

Secretarial Audit has been carried out by an Independent Practicing Company Secretary at the end of the financial year to ensure timely compliances of all applicable acts, laws, guidelines, rules and regulations.