DIRECTORS' REPORT

To,

The Members, Sambhaav Media Limited

Your Directors have pleasure in presenting herewith 25th Annual Report together with the audited statement of accounts of the Company for the year ended on 31st March, 2015.

Review of Operations

Your Company operates broadly in print media, advertising, and electronic media.

During the year under review Sambhaav Metro has been re-launched with improved contents and quality. The newspaper is well appreciated by the readers and achieving good response from the advertisers. "Abhiyaan" magazine has also witnessed increase in readership and advertisements during the year.

Considering the impact of digitization and increasing usage of social media and internet, your Company is about to launch a web portal for news, entertainment, gaming, and knowledge sharing. The web portal shall help to develop business as well as brand the Company and create platform for the stakeholders to interact with the Company.

During the year under review your Company has entered into an arrangement with M/s Gujarat New Broadcasters Pvt. Ltd. for acquiring marketing rights of VTV - Gujarati TV news channel. The arrangement shall provide platform to your Company to foray into TV Channels business.

The Public Entertainment Systems (PES), under the brand name WISE TV, installed in the buses and bus deports of GSRTC has been performing successfully. During the year under review several PESs were shifted from one bus to another on account of replacement of old buses with new by the GSRTC. This has for the time being affected the advertisements and thereby decreased the revenue. Your Company has made arrangement with competent and prestigious agencies for running of PES and advertisements to ensure the market for the WISE TV Project.

The Board of Directors of your Company foresees ample opportunities in electronic media in days to come. The Government is expected to declare tenders for licenses of FM radio stations for Tire II and Tire III cities and your Company desires to bid for the Gujarat and nearby states.

With regard to the financial performance during the year under review the turnover of your Company is decreased by 40% from Rs. 3433.26 Lacs to Rs. 2449.04 Lacs as compared to the previous financial year. The net profit after tax is increased by 54.72 % from Rs. 229.44 Lacs to Rs. 354.98 Lacs. The fall in the turnover is predominantly due to closure of OOH activities of the Company. During the year under review there is no change in the nature of business of the Company.

REPORT ON PERFORMANCE OF SUBSIDIARY COMPANY PURSUANT TO RULE 8 (1) OF THE COMPANIES (ACCOUNTS) RULES, 2014

During the year under review your Company has further infused share capital of Rs. 400 Lacs by way of subscribing to equity shares of its wholly owned subsidiary Company M/s VED Technoserve India Pvt. Ltd. The subsidiary company is engaged in the business of IT enabled services and is implementing and maintaining the Public Entertainment System of GSRTC Project of your Company. The performance of the subsidiary company is found satisfactory during the year under review.

As per Section 129 (3) of the Companies Act, 2013 and Clause 32 of the Listing Agreement your Directors have pleasure in attaching the consolidated financial statements prepared in accordance with the applicable accounting standards with this report.

In terms of proviso to Section 129(3) and rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features and financial position of the subsidiary company is mentioned in the notes to the accounts.

DIVIDEND

As a matter of sound accounting practice and management philosophy; your Directors are of the opinion to make sound economic base for the Company and in order to conserve the resources; do not recommend any dividend for the year under review.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits from the public within the meaning of provisions of Section 73 of the Companies Act, 2013.

INSURANCE

All the existing properties including plant and machinery, building, stocks, assets of Out of Home and GSRTC Project etc. are adequately insured.

DIRECTORATE

Pursuant to Section 152 of the Companies Act, 2013, Mr, Manoj B. Vadodaria, (DIN:00092053) Director of the Company retires by rotation at the ensuing annual general meeting of the company and being eligible offers himself for reappointment.

During the year under review Mr. N V Vasani has tendered resignation from the office of the Directorship due to continuous ill health and not being able to take part in the affairs of the Company. The Board of Directors place on record the contribution made by Mr. N V Vasani during his tenure of Directorship. The Board also took note of sad demise of Mr. N V Vasani.

During the year under review Mr. Ram Kumar Gupta has been appointed as an additional director of the Company on 20th September, 2014. In terms of Section 149 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, the Company has appointed Mrs. Raksha S. Bharadia as a Woman Director on 28th March, 2015.

Further during the year Ms. Chaitali B. Parikh was appointed as the Company Secretary who resigned on 31st March, 2015. During the year under review Mr. Kamalesh G Shah has resigned as the Chief Finance Officer on 29th May, 2014 and Mr. Kalpesh Pandya has been appointed as the Chief Finance Officer w.e.f. 14th November, 2014.

Pursuant to the requirement of Section 149 (7) of the Companies Act, 2013, the Independent Directors have submitted their declarations to the Board that they meet the criterion of independence as provided in Section 149 (6) of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, an annual performance evaluation of the members of the Board of its own individually and working of the various committees of the Board was carried out. The manner in which the performance evaluation was carried out has been explained in the Corporate Governance Report.

BOARD MEETINGS

During the year under review six Board Meetings and four Audit Committee Meetings were held. The details of the meetings are given in the Corporate Governance Report as a part to the Boards' Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013 your Directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgment 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 had 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 for preventing and detecting fraud and other irregularities.

d) the Directors had prepared the annual accounts on a going concern basis; and

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) systems to ensure compliance with the provisions of all applicable laws and were in place and were adequate and operating effectively.

LISTING OF SHARES

The Equity Shares of the Company are presently listed at the Bombay Stock Exchange Ltd (BSE), and National Stock Exchange of India Ltd (NSE). The Company has duly paid the annual listing fees for the year 2015-16 to BSE and NSE. Adequate care is being taken to comply with almost all the norms and guidelines as per the applicable provisions of the listing agreement.

The Company's equity shares are under 'compulsory demat '. The ISIN allotted to the Company is INE699B01027. As required by the SEBI's circular, the Company has appointed M/s MCS Ltd. as its registrar and share transfer agent also to undertake transfer of physical share certificates besides acting as Electronic Registrars.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Company has generally implemented the procedure and adopted practices in conformity with the Code of Corporate Governance as enumerated in Clause 49 of the Listing Agreement with the stock exchanges. The Management Discussion and Analysis and Corporate Governance Report are made a part of this report. A certificate from the company secretary in practice regarding compliance of the conditions of corporate governance is given in annexure, which is attached hereto and forms part of the Directors' report.

Disclosure in terms of Schedule V (Part II) (Section II) (B) (iv) (IV) of the Companies Act, 2013 are mentioned in Corporate Governance Report as a part of this report.

STATUTORY AUDITORS

M/s. Dhirubhai Shah & Doshi, Chartered Accountants, Ahmedabad retires at the ensuing annual general meeting and is eligible for reappointment. The Company has received a certificate from them that their re-appointment if approved by the shareholders would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The members are requested to appoint statutory auditors to hold office until the conclusion of the next annual general meeting of the Company

AUDITORS' REPORT

The auditors' report for the year ended 31st March, 2015 and the notes forming part of the accounts referred to in the auditors' report are self-explanatory and give complete information.

SECRETARIAL AUDITOR'S REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s R S Sharma & Associates, Company Secretaries to undertake the secretarial audit of the Company. The report of the secretarial auditor is annexed herewith. The report of the secretarial auditor is self explanatory. The delay in filing ROC forms and VAT returns are procedural delay due to administrative reasons.

AUDIT COMMITTEE

The audit committee constituted in accordance with Clause 49 of the Listing Agreement reviewed the financial results and financial statements, audit process, internal control system, scope of internal audit and compliance of related regulations as prescribed under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Composition and terms of reference of the audit committee is given in the Corporate Governance Report as a part of the Boards' Report.

VIGIL MECHANISAM (WHISTLE BLOWER POLICY)

The Company has established Vigil Mechanism (Whistle Blower Policy) in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement for the employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct. The details of the Vigil Mechanism is explained in the Corporate Governance Report and policy is available on the Company's website.

DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti sexual harassment policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is no such instance reported during the year under review.

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

Detail of foreign exchange earnings and outgo form part of the financial statement for the year under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT MADE BY THE COMPANY DURING THE YEAR

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

In terms of Clause 49 of the Listing Agreement the Company has adopted policy on dealing with related party transactions. All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and were at arm's length basis. There are no material significant related party transactions made by the Company with its Directors, Promoters, Key Managerial Personnel or their relative exceeding the limit prescribed under Section 188 (1) of the Companies Act, 2013 read with Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014.

BUSINESS RISK MANAGEMENT

In terms of the requirement of Clause 49 of the Listing Agreement; the Company has constituted Business Risk Management Committee. The details of the Committee and terms of reference are given in the Corporate Governance Report forming part of the Board of Directors' Report.

The Company has adopted a policy indentifying and evaluating various business risks and mechanism to mitigate the risk. The policy aims to provide framework for the evaluation of various risk and entire risk management. The key business risks identified by the Company are as under:

TECHNOLOGICAL CHANGES

Your Company operates in media, communication and advertising business which is largely impacted by the technological changes. Technology and increasing usage of social media make the business of the Company capricious. To mitigate this risk, technological management team and business head continuously research the new avenues, opportunities, technological updating, access impact of technology on society, and suggest changes whenever required. Your Company has adopted technological governance framework to further strengthen its activities. COMPETITION RISK

Competition in business is inevitable. The business in which your Company operates is highly competitive in nature with foray of new entrances and some of the existing players.

To mitigate this risk your Company has developed unique business model of diversified products of press and publication, transit TV Channel, Out of Home Advertising, TV Channel and Online Portal. The Company is leveraging on its expertise, experience and creating capacities to increase market share, enhanced branding and enlarge product portfolio for diversification of competition risk. Further your Company also focuses on improving its infrastructure, product quality and sales team to offer value to the customers.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has voluntarily started a campaign "My Own Street" as a part of Clean India Campaign. The campaign envisages to spread awareness of environmental protection and cleanliness by encouraging people to participate and make habit to keep the society clean. The initiative of your Company is being well appreciated by all.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted Nomination and Remuneration Committee and adopted policy on appointment and remuneration of Directors and Key Managerial Personnel. The composition, terms of reference of the Committee and policy on appointment and remuneration of Directors and KMPs are given in the Corporate Governance Report as a part to the Boards' Report.

BORROWING

Your Company has made arrangement for various financial facilities with the bankers to meet its day to day working capital and other long and medium term fund requirement and its outstanding balance is Rs. 1698.66 Lacs as on 31st March, 2015.

MATERIAL CHANGES

No material changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance, or the statement of the Company.

EMPLOYEES

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURES IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

EXTRACT OF THE ANNUAL RETURN

The extract of annual return in the prescribed Form MGT-9 for the financial year 31st March, 2015 is attached with the Directors' Report as 'Annexure'.

ACKNOWLEDGMENT

Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company by the shareholders, investors, customers, corporations and government authorities. Directors of your Company specifically express their gratitude to the sole banker of the Company, Dena Bank who has extended immense support to the Company for implementation of all the projects in time. Further, your Directors also keenly appreciate the dedicated commitment of the employees without which the sustained progress of the Company would not have been the realty.

For and on behalf of Board of Directors

Kiran B. Vadodaria

Chairman

(DIN: 00092067)

 Place: Ahmedabad

Date: May 09, 2015