Sandesh Ltd

To the Members,

The Sandesh Limited

Your Directors have pleasure in presenting the 72^nd Annual Report and the Audited Financial Statement for the Financial Year ended March 31, 2015.

2. Review of Operation and the state of the Company’s affairs:

During the year under review, the income from operations has increased by 10.12% i.e. from Rs. 31318.22 Lacs to Rs. 34488.84 Lacs, as compared to the previous Financial Year. Circulation revenue increased by 14.41% i.e. Rs. 1114.11 Lacs during the year from Rs. 7730.73 Lacs to Rs. 8844.84 Lacs. Advertisement Revenue increased by 11.21% i.e. Rs. 2100.13 Lacs during the year from 18735.10 Lacs to Rs. 20835.23 Lacs.

There are no material changes and commitments have occurred after the close of the financial year till the date of this Report, which affect the financial position of the Company. The State of Affairs of the Company is presented as part of Management Discussion and Analysis Report forming part of this Report.

3. Dividend & transfer to reserve:

Your Directors are pleased to recommend dividend of 40% (Rs. 4.00 per equity share of 10/- each), for the Financial Year ended March 31, 2015 (In previous Financial Year dividend was declared @ 40% i.e. Rs. 4.00 per equity share of Rs. 10/- each). The proposed dividend payment would entail an outflow of Rs. 364.41 Lacs including Dividend Tax. Further, the Board has recommended a transfer of Rs. 7000.00 Lacs to the general reserve and an amount of Rs. 668.72 Lacs is retained as surplus in the Statement of Profit and Loss.

4. Transfer of Amounts to Investor Education and Protection Fund:

The Company had declared dividend for the Financial Year 2006-07 and amount became due was transferred to the Investor Education and Protection Fund. The unpaid/unclaimed dividend for the financial year 2007-2008 will be due for transfer to the "Investor Education & Protection Fund" established by the Central Government.

5. Directors’ Responsibility Statement:

Your Company’s Directors make the following statement pursuant to Section 134(3)(c) and in terms of sub-section (5) of Section 134 of the Companies Act, 2013 (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 in the adoption of the applicable Accounting Standards;

(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 and loss 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; and

(e) The Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

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

6. Board independence:

The provisions of section 149(6) of the Act and the clause 49 of the Listing Agreement with Stock Exchanges, provides the definition of ‘independent director’ and based on the confirmations received from the Independent Directors under the provisions of section 149(7) of the Act and on evaluation of the relationships disclosed, the following Non-Executive Directors are considered as Independent Directors:

7. Board Meetings, Board of Directors, Key Managerial Personnel & Committees of Directors: a) Board meetings:

The Board of Directors of the Company met four (4) times during the Financial Year 2014-15 and the gap intervening between two (2) meetings of the Board of Directors is as prescribed in the applicable provisions of the Act. The Corporate Governance Report contains the details of the Board Meetings held during the Financial Year under review. b) Appointment & Re-appointment

Smt. Pannaben F. Patel (DIN 00050222) retires by rotation and being eligible, offer herself for re-appointment at the ensuing Annual General Meeting of the Company.

Your Directors recommend that the resolutions relating to the appointment of Smt. Pannaben F. Patel (who is liable to retire by rotation), as Director and appointment of Shri Yogesh Jani as Whole Time Director, liable to retirement by rotation, be passed. Pursuant to the provisions of Clause 49 of the Listing Agreement, brief resumes of both the Directors are furnished along with the Explanatory Statement to the Notice to the Annual General Meeting of the Company.

Pursuant to the provisions of section 161(1) of the Act and the Articles of Association of the Company, the Board of Directors of your Company, based on the recommendation of the Nomination & Remuneration Committee, appointed Shri Yogesh Jani as an Additional Director (designated as Whole Time Director) of the Company effective August 11, 2015 and he shall hold office up to the date of the ensuing Annual General Meeting. Accordingly, his candidature for appointment as a Whole Time Director of the Company is included at Item No. 5 and Item No. 6 of the Notice to the Annual General Meeting. Shri Yogesh Jani is designated as the Key Managerial Personnel pursuant to the provisions of section 203 of the Act.

Pursuant to the provisions of sections 149, 150 and 152 of the Act, read with the Companies (Appointment and qualification of Directors) Rules, 2014 along with Schedule IV of the Act and the approval of the Members in 71^st Annual General Meeting, the following Non-executive & Independent Directors can hold office for a term of five consecutive years on the Board of Directors of your Company:

The above Non-executive & Independent Directors shall not be liable to retire by rotation.

c) Declarations from Independent Directors

The Company has received necessary declaration from each Independent Director of the Company under the provisions of section 149(7) of the Act, that they meet the criteria of independence as laid down in section 149(6) of the Act.

d) Familiarization Program

In terms of the provisions of clause 49 of the Listing Agreement with the Stock Exchanges, the Independent Directors have been familiarized on the Board of 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 Non-executive & Independent Directors are also disclosed on the Company website from time to time at http://www.sandesh.com/Footer/pdf/board_of_directord/ Familiarization%20Program.pdf.

e) Resignation, Cessations and Changes in Directors and Key Managerial Personnel

Shri Falgunbhai C. Patel, Chairman & Managing Director, Shri Parthiv F. Patel, Managing Director Mr. Sanjay Kumar Tandon, Chief Financial Officer and Mr. Dhaval Pandya, Company Secretary of the Company were designated as "Key Managerial Personnel" of the Company pursuant to section 2(51) and section 203 of the Act read with applicable rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. None of the Directors and Key Managerial Personnel of the Company has resigned during the financial year under review.

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.

g) Board Committees

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

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Corporate Social Responsibility Committee; and

4. Nomination and Remuneration Committee

The Report of Corporate Governance 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 provisions of section 178(4) of the Act, the Board of your Company has, on recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of directors, senior management and their remuneration. The contents of the said policy are provided in the Corporate Governance Report.

i) Annual Performance Evaluation by the Board

Pursuant to the provisions of the Act and clause 49 of the Listing Agreement with the stock exchanges, the Board has carried out an annual evaluation of its performance, the Directors individually as well as the evaluation of the working of its Committees and the findings were shared individually with the Board Members as well as the Chairman of the Company. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

8. Corporate Governance:

Your Company has been practicing the principles of good corporate governance. A detailed report on corporate governance is available as a separate section in this Annual Report. Certificate of M/s. Jignesh A. Maniar & Associates, Practicing Company Secretaries, Ahmedabad, regarding compliance with the conditions stipulated in the provisions of clause 49 of the Listing Agreement with the stock exchanges is provided separately under this Annual Report.

9. Audit Committee and its Recommendations:

The Audit Committee has been constituted in accordance with the provision of the Act and the Rules made thereunder and also in compliance with the provisions of clause 49 of the Listing Agreement and more details on the Committee are provided in the Corporate Governance Report. During the year 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 Corporate Governance Report.

10. Auditors and Audit Reports: a) Statutory Auditors:

The Company’s statutory auditors M/s. Manubhai & Shah (Formerly known as Manubhai & Co.), (Firm Registration No.106041W) Chartered Accountants, Ahmedabad who retire at the ensuing Annual General Meeting, have confirmed their eligibility and willingness to accept office, if their appointment is ratified. The Company has received a certificate from M/s. Manubhai & Shah, the Statutory Auditors to the effect that their appointment, if made, would be in accordance with the limits specified under the Act and that, they meet the criteria of independence. The proposal for their re-appointment is included in the notice for Annual General Meeting sent herewith. The Auditors’ Report for the Financial Year 2014-15 does not contain any qualification, reservation or adverse remarks.

The Audit Committee and the Board of Directors recommend the appointment of M/s. Manubhai & Shah, the Statutory Auditors, subject to annual ratification by the shareholders at every Annual General Meeting and at such remuneration as may be fixed by the Board of Directors of the Company on the recommendation of the Audit Committee.

b) Auditors’ Report:

There are no qualifications, reservations or adverse remarks made by M/s. Manubhai & Shah, the Statutory Auditors in their report for the Financial Year ended March 31, 2015 and the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the Financial Year under review. c) Secretarial Auditors:

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit has been carried out by M/s. Jignesh A. Maniar & Associates, Practicing Company Secretaries, Ahmedabad. The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended March 31, 2015 is annexed as

Annexure A to the Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

11. 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.

12. 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 C.

13. Management Discussion and Analysis Report:

A detailed chapter on ‘Management Discussion and Analysis’; pursuant to the provisions of clause 49 of the Listing Agreement, is annexed and forms part of this Annual Report. (Within the limits set by the Company’s competitive position)

14. Material changes and commitments affecting the financial position of the Company:

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

15. Corporate Social Responsibility Initiatives:

Your Company has constituted a Corporate Social Responsibility Committee. The Committee is constituted to manage and overview the Corporate Social Responsibility program of the Company. The Corporate Social Responsibility Policy approved by the Board which is available at the website of the Company at the link: http://www.sandesh.com/Footer/pdf/CSR%20Policy.pdf. The Annual Report on Corporate Social Responsibility activities is annexed herewith as Annexure B.

16. Insider Trading Regulations:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, your Company has formulated a Code of Conduct for regulating, monitoring and reporting of trading in shares of the Company by the insiders. The Company has adopted a Code of Conduct for Prohibition of Insider Trading in order to regulate trading in the shares of the Company by the Directors and designated employees of the Company.

Further, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 were notified by the Securities and Exchange Board of India on January 15, 2015 which became effective from May 15, 2015. The new Regulations regulate trading by insiders and also seek to prohibit insider trading. With the coming into force of the said Regulations, a revised Code was adopted by the Company. The Company has also prescribed a Code of practices and procedures of fair disclosures of unpublished price sensitive information and both Codes are in accordance with the said Regulations. The said Codes have been uploaded on the website of the Company.

17. 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.

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

Your Company has an adequate system of the internal controls to ensure that all its assets are protected against loss from unauthorised use or disposition and further that those transactions are authorised, promptly recorded and reported correctly. 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.

19. Vigil Mechanism / Whistle Blower Policy

The Board has approved and established a Whistle Blower Policy for the Directors and employees of the Company to report their genuine concerns and its details are explained in the Report of the Corporate Governance. The Whistle Blower Policy is available on the website of the Company to report any genuine concerns about unethical behavior, any actual or suspected fraud or violation of Company’s Code of Conduct.

20. Code of Conduct

The Board has 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.

21. Extract of Annual Return:

Pursuant to the provisions of section 92(3) of the Act, the extract of the Annual Return (MGT-9) is annexed herewith as Annexure E as a part of this Report.

22. Litigation:

There was no material litigation outstanding as on March 31, 2015 and the details of pending litigation including tax matters are disclosed in the Financial Statements.

23. Particulars of Loans, Guarantees and Investments u/s 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.

24. Particulars of loans, advances, investments outstanding during the financial year:

The Company is not required to make disclosure on particulars relating to loans, advances and investments outstanding during the Financial Year under the provisions of clause 32 of the Listing Agreement as it has not made any such loans, advances, investments during the financial year under review.

25. 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 arm’s length basis and were in the ordinary course of business. All related party transactions are placed before the Audit Committee as also the Board for review and approval. In line with the provisions of the Act and the Listing Agreement, the Company has formulated a Policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions and abridged Related Party Transactions Policy is uploaded on the Company’s website and can be accessed at http://www.sandesh.com/Footer/pdf/RPT%20Policy.pdf.During the year, there were no material related party transactions. The Register under section 189 of the Act is maintained and particulars of transactions are entered in the Register, wherever applicable. Further, suitable disclosure as required by the Accounting Standards (AS18) has been given in the Notes to the Financial Statements. As there were no materially significant related party transactions entered into by the Company with the related parties during the financial year under review, the details of the related party transactions as required under section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as prescribed in Form AOC-2 of the said Rules is not applicable to the Company.

26. Listing Fees:

The Company confirms that it has paid the annual listing fees for the Financial Year 2015-16 to BSE Limited, Mumbai and National Stock Exchange of India Limited, Mumbai.

27. Statutory Disclosures:

The Company has made disclosures in this Report for the items prescribed in section 134(3) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 to the extent the transactions took place on those items during the financial year under review. Further, no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the Financial Year under review:

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 balance sheet.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise: The Authorised Share Capital of the Company comprises of 1500000 equity shares of Rs. 10/- each. The paid up equity share capital of the Company as on March 31, 2015 was Rs. 756.94 Lacs comprising of 7569421 equity shares of Rs. 10/- each. During the Financial Year under review, the Company has not issued shares with 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: Your Company has not

issued any shares including sweat equity shares to employees of the company under any scheme during the Financial Year under

review.

d) Neither the Managing Director(s) nor the Whole-time Director(s) of the Company receive any remuneration or commission from any of its subsidiaries: Your Company does not have any subsidiary and hence, requirement as to disclosure of receipt of remuneration or commission by the Managing Director(s) / Whole Time Director(s) from any of subsidiaries of the Company does not arise.

e) Details of significant and material orders passed by the Regulators / Courts / Tribunals impacting the going concern status and the Company’s operations in future: There are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

f) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (SHWWA): During the Financial Year under review, there were no cases filed pursuant to the SHWWA and rules made thereof.

28. Acknowledgments:

Your Directors place on record their sincere appreciation of all the employees of the Company for their valuable contribution and dedicated service. Your Directors express their sincere thanks to the esteemed readers, viewers and customers of the Company for their continued patronage. Your Directors also immensely thanks 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.