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Sambhaav Media Ltd. AGM Information 2021

Sep 27, 2021

62018_rns_2021-09-27_dfd70317-2e60-4bfe-ac3d-741454dbfdb6.pdf

AGM Information

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SML/CS/2021/109 Date: September 26, 2021

To, To, The Department of Corporate Services The Listing Department Phirozee Jeejeebhoy Towers, Exchange Plaza, Plot no. C/1, G Block, Dalal Street, Fort, Bandra-Kurla Complex,Bandra(E), Mumbai- 400 001 Mumbai - 400 051

BSE Limited National Stock Exchange of India Limited

Scrip Code: 511630 Scrip Symbol: SAMBHAAV

Dear Sir,

Sub: Proceedings of the 31st Annual General Meeting

Ref: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The 31st Annual General Meeting (AGM) of the Company was held on Saturday, September 25, 2021 at 11:00 a.m. through Video Conferencing (VC)/ Other Audio-Video Means (OAVM) to transact the businesses as set out in the Notice of the said meeting dated August 12, 2021.

In this regard please find enclosed herewith details of proceedings of the AGM of the Company and Disclosures as required under Regulation 30(2) read with Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Voting Results as per Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Report of the Scrutinizer pursuant to Section 108 of the Companies Act, 2013 and Rule 20(4)(xii) of the Companies (Management and Administration) Rules, 2014 shall be submitted in due course.

Kindly take the same on your record.

Thanking you, Yours faithfully, For, Sambhaav Media Limited

Asawa Palak Prahladbhai Digitally signed by Asawa Palak Prahladbhai DN: c=IN, o=Personal, title=4414, pseudonym=a69e317741aa1dea3a9d32d97751fb809b c48e08, 2.5.4.20=c3e5b851abbf25c2b0f912b8ab15a4a8125adc 8590571869d62363367dd09873, postalCode=380004, st=Gujarat, serialNumber=9173741d254531a836d2421e944ab65d 47ae9ed0365a93a5435f374ebe8deb6a, cn=Asawa Palak Prahladbhai Date: 2021.09.26 10:03:10 +05'30'

Palak Asawa Company Secretary Membership No. A40377

Encl: a/a

Details of the Proceedings of the 31st Annual General Meeting held on Saturday, September 25, 2021

The 31st Annual General Meeting (AGM) of the Members of Sambhaav Media Limited ("the Company") was convened at 11:00 a.m. on Saturday, September 25, 2021 through Video Conferencing (VC)/Other Audio-Visual Means (OAVM). The meeting was held in compliance with the General Circular numbers 02/2021, 20/2020, 14/2020, 17/2020 issued by the Ministry of Corporate Affairs (MCA) and Circular number SEBI/HO/CFD/CMD1/CIR/P/2020/79, SEBI/HO/ CFD/CMD2/CIR/P/2021/11 issued by the Securities and Exchange Board of lndia (SEBI) and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.

Mr. Kiran B Vadodaria, Chairman & Managing Director of the Company, chaired the Meeting at 11:00 a.m. Upon ensuring requisite quorum, the Company Secretary on behalf of the Chairman declared the meeting in order. Total 32 Members were present through VC/OAVM at the Meeting including 8 members of promoter and promoter group.

It was thereafter announced that all the members of the Board of Directors were present through VC/OAVM except Mr. O P Bhandari - Non-Executive Independent Director who has conveyed his inability to attend the meeting on account of unavoidable circumstances. It was also announced that the Chairman of the Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee was present.

Having introduced the members of Board, KMP and other invitees including auditors and the scrutinizer, the Company Secretary of the Company briefed several general instructions relevant for the participation and e-voting during the AGM through video conferencing.

Thereafter a brief speech on the operations and affairs of the Company was given to the members.

The Company Secretary then informed the members that the Notice convening the 31st AGM and Annual Report for the financial year 2020-21 was dispatched to all the Members on their registered email and with the permission of the Chairman and members was taken as read.

It was thereafter declared that the following two resolutions as set out in Notice of 31st AGM have been proposed.

ORDINARY BUSINESS:

    1. To receive, consider and adopt the Audited Financial Statements on standalone and consolidated basis for the financial year ended on March 31, 2021 including the balance sheet as at March 31, 2021, the statement of profit & loss for the financial year ended on that date, Cash Flow Statement of the Company for the financial year ended on that day and the reports of the Auditors and Directors thereon.
    1. To appoint a Director in place of Mr. Manoj B Vadodaria (DIN:00092053), who retires by rotation pursuant to the provisions of section 152 of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

Asawa Palak Prahladbhai Digitally signed by Asawa Palak Prahladbhai DN: c=IN, o=Personal, title=4414, pseudonym=a69e317741aa1dea3a9d32d97751fb809bc 48e08, 2.5.4.20=c3e5b851abbf25c2b0f912b8ab15a4a8125adc8 590571869d62363367dd09873, postalCode=380004, st=Gujarat, serialNumber=9173741d254531a836d2421e944ab65d4 7ae9ed0365a93a5435f374ebe8deb6a, cn=Asawa Palak Prahladbhai Date: 2021.09.26 10:03:46 +05'30'

The Company Secretary then informed the members that with respect to the independent auditor's reports on the Company's consolidated and standalone financial statements and the secretarial auditor's report for the financial year 2020-21 are self-explanatory. Therefore, same were taken as read with the permission of members present in the meeting.

It was thereafter announced that the Company had provided remote e-voting facility, on CDSL platform, from September 22, 2021 (from 09:00 a.m.) to September 24, 2021 (up to 05:00 p.m.) to the members to cast their votes on the resolutions setout in the notice convening this AGM. Then she requested the shareholders who were attending this AGM through VC and not voted earlier, to cast their votes on the resolutions by using e-voting facility provided by CDSL during the proceedings of the AGM. It was further stated that the e-voting facility would remain open for 15 minutes after the conclusion of the AGM.

It was thereafter informed that the Company had appointed Mr. Umesh Ved, Practicing Company Secretary, as the Scrutinizer for the purpose of scrutinizing the remote e-voting and e-voting during the Meeting. He further stated that the results of remote e-voting and e-voting during the proceedings of the AGM would be announced within 48 hours of the conclusion of AGM through the stock exchanges and same would also be available on the website of Company as well as of CDSL.

Thereafter the Company Secretary informed the members to drop their question in the chat box and all such queries shall be responded through email separately within the prescribed time.

The Company Secretary on behalf of the Chairman thanked all the shareholders, members of the board of directors, auditors, scrutinizers, entire support team of CDSL and concluded the meeting. The meeting was declared concluded at 11:35 a.m.

The details of the Voting and resolutions passed at the 31st AGM, as required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Particulars DetailsofAGM
Date of the AGM September 25, 2021*
Total number of shareholders on cut-off date 9829
No. of shareholders attended the meeting through Video Conferencing
(VC)/ Other Audio-Visual Means (OAVM):
1.Promoter and Promoter Group 08
2.Public 24

*Cut off date for the purpose of determining the shareholder eligible for e‐Voting was September 18, 2021

The Consolidated Result declared on the basis of the Report of the Scrutinizer for Remote e‐voting and at Annual General Meeting is as follows:

Sr.No Particulars ModeofVoting Result
1 AdoptionofAuditedFinancial Remote e-voting and e OrdinaryResolution
Statementstogetherwiththe voting at AGM passedwithrequisite
Directors and Auditors Report for the majority
financial year ended on March 31,
2021.
2 Re-appointmentofMr.ManojB Remote e-voting and e OrdinaryResolution
Vadodaria(DIN:00092053),as voting at AGM passedwithrequisite
Director retiring by rotation. majority

Asawa Palak Prahladbhai Digitally signed by Asawa Palak Prahladbhai DN: c=IN, o=Personal, title=4414, pseudonym=a69e317741aa1dea3a9d32d9775 1fb809bc48e08, 2.5.4.20=c3e5b851abbf25c2b0f912b8ab15a4a 8125adc8590571869d62363367dd09873, postalCode=380004, st=Gujarat, serialNumber=9173741d254531a836d2421e9 44ab65d47ae9ed0365a93a5435f374ebe8deb6 a, cn=Asawa Palak Prahladbhai Date: 2021.09.26 10:04:47 +05'30'