Sandesh Ltd. — Annual Report 2019

May 28, 2019

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May 28, 2019

E-FILING

2. The Manager, Listing Department;

MUMBAI - 400 051

"Exchange Plaza", C-1, Block-"G", Baridra-Kurla Complex, Sandra (E),

NSE Symbol: SANDESH (EQ.)

NATIONAL STOCK EXCHANGE OF INDIA LTD.,

1. The Manager, Corporate Relationship Dept., BSE LIMITED, PhirozeJeejeebhoy Towers·, Dalal Street, MUMBAI- 400 001

Script Code : 526725

Dear Sir I Madam,

Sub: . Outcome of the Board Meeting held on May 28, 2019

This is to inform you that the Board of Directors of the Company at its meeting held today, i.e. May 28, 2019, inter alia, has approved the following:

I. Audited Financial Results

Pursuant to Regulation 30 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), we hereby inform and submit that:·

• 1. The Board of Directors-of the Company, has considered, approved and taken on record the Standalone and Consolidated .A.udited Financial Results of the Company for the Quarter and Year ended on March 31, 2019.
• · 2. The Statutory Auditors of our Company M/s. S G D G Associates & LLP·(Firm Registration no -W100188 LLPIN: AAI 3248), Chartered Accountants, have issued the Audit Reports with unmodified opinion on the Standalone and Consolidated Audited Financial Results for the Quarter and Year ended on March 31, 2019.
  • 1. The copy of the aforesaid Audited Standalone and Consolidated Financial Results for the Quarter and Year ended March 31, 2019,. along with the .Audit Reports of the Statutory Auditors, which were duly reviewed and recommended by the Audit Committee and thereby approved by the Board of Directors, are enclosed herewith alongwith the declaration pursuant to Regulation 33(3)(d) of the Listing Regulations. [Annexure 1 (Audited Standalone and Consolidated Financial Results and Audit Reports) & Annexure 2 (Declaration)].
• 1. The copy of the aforesaid financial. results alongwith the Audit Reports and the declaration are also available on the website of the Company ~vww.sandesh.com.

II. Interim Dividend considered as Final Dividend

The Bord has not recommended any final dividend for F.Y. 2018 19. The Board has considered the interim dividend [of Rs 5/ per equity share (@ 50%) declared at the Board Meeting held on February 13, 2019], as the final dividend for the F .Y 2018-19 and the same to be confirmed at the ensuing 76111 Annual Ge-neral Meeting of the Company.

Thus, the total dividend for the F.Y. 2018-19 remains Rs. 5/- per equity share qf the Company.

Ill. Re-Appointment of Mr. Yogesh Jani as the Whole Time Director:

Pursuant to sections 190, 196, 197, 203 read with Schedule V and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder and based upon the recommendation of the Nomination ciRd Remuneration Committee and subject to the approval of shareholders in the ensuing 7q1 h Annual General Meeting of the Company by the way of special resolution, the Board of Directors of the Company hereby reappoints Mr. Yogesh Jani (DIN: 06495782) as a Whole Time Director of the Company for a period of five (5) years with effect from August 11 : 2020, on account of expiry of his term on August 10, 2020 and attainment of 70 years of age on September 18, 2020, and that whose period of office is liable to retirement by rotati on"'·""-·- ,.,,.., .. Ill€ ·,

g,,·;.\ . }U1 •2: . THE SANDESH LIMITED (GIN. L22121GJ1943PLC000183) . ~;. ../.,~d

REGD. OFFICE: SANDESH BHAVAN, LAD SOCIETY ROAD, B/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABA · J PHONE: (079) 40004319, 40004175, FAX NO. 91-079-40004242 .. E-mail: secretarial@sandesh.com, cs@sandesh.com"·-y· ' VISIT US : WWW.SANDESH.COM

The details of the aforesaid Director in pursuance to Regulation 30 of Listing Regulations are enclosed herewith (Annexure 3).

IV. Re-appointment of Mr. Parthiv F. Patel, liable to retire by rotation:

Pursuant to section 152 of the Companies Act, 2013 and the Rules made thereunder and pursuant to provisions of Regulation 30 of the Listing Regulations, Mr. Parthiv F. Patel (DIN: 00050211 ), who retires by rotation and being eligible offers himself for reappointment In the ensuing Annual General Meeting of the Company, be re-appointed as Director of the Company, subject to approval of members at the ensuing Annual General Meeting, who shall be liable to retire by mtation. The details of the aforesaid Director in pursuance to Regulation 30 of Listing Regulations are enclosed herewith·(Annexure 4).

Further pursuant to BSE Circular (LIST/COMP/14/2018-19) and NSE Circular (NSE/CMU2018/24) both dated June 20, 2018, we hereby affirm that Mr. Yogesh Jani the Whole Time Director of the Company and Mr. Parthiv F. Patel, the Managing Director, of the Company are not debarred from accessing the capital markets and/or restrained from holding the office of the Director by virtue of any order of the Securities and Exchange Board of India (SEB.I) or any other such authority . .

We shall inform you in due course the date on which the Company will hold Annual General Meeting for the financial year ended March 31, 2019.

The Board Meeting commenced at 05:30p.m. and concluded at 6:55p.m.

Kindly take the same on your records.

Thanking you,

Encl.: As Above

GD OFFICE : SANDESH BHAVAN , LAD SOCIETY ROAD, 8/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD-380 054 RE PHONE : ( 079) 4ooo4319, 40004175, FAX NO. 91-079-40004242. E-mail: secretanal@sandesh.com, cs@sandesh .com ,.J VISIT US : WWW.~ANDESH COM

S G D G & ASSOCIATES LLP

Chartered Accountants

Auditor's Report on Quarterly and Year to Date Standalone Financial Results of The Sandesh Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To

The Board of Directors of The Sandesh Limited

• 1. We have audited the quarterly standalone financial results of The Sandesh Limited ("the Company") for the quarter ended on March 31, 2019 and the year to date financial results for the period from April 01, 2018 to March 31, 2019, attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These quarterly financial results as well as the year to date financial results have been prepared on the basis of interim financial statements, which are the responsibility of the company's management. Our responsibility is to express an opinion on these financial results based on our audit of such interim financial statements, which have been prepared in accordance with the recognition and measurement principles laid down in lnd AS 34, Interim Financial Reporting, prescribed under section 133 of the Companies Act, 2013 read with relevant rules issued there under.
• 1. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and the significant estimates made by the management. We believe that our audit provides a reasonable basis for our opinion.
• 1. In our opinion and to the best of our information and according to the explanations given to us these quarterly as well as the year to date financial results:
  • i. are presented in accordance with the requirements Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in this regard; and
  • ii. give a true and fair view of the net profit and other financial information for the quarter ended March 31, 2019 as well as the year to date results for the period from April 01, 2018 to March 31, 2019.
• 1. The financial results of the Company for the quarter and year ended on March 31, 2018 included in this Statement are audited by the predecessor auditor. The report of the predecessor auditor on the financial results of such period expressed unmodified audit report.

Place: Ahmedabad

Date : May 28, 2019

For, S G D G & Associates LLP Chartered Accountants ICAI Firm Registration No. W100188

-y~d?

(Devansh Gandhi) Partner Membership No.129255

S G D G & Associates LLP, a Limited Liability Partnership with LLP Identity No. AAI-3248

5-6. Shivalik Plaza, Opp. A.M.A., ATIRA, Polytechnic, Ambawadi, Ahmedabad- 380 015 Contact No. : +91-9974940700, 9820851518 • Email : info@sgdg.co.in

THE SANDESH LIMITED

CIN-L22121GJ1943PLC000183

REGD. OFFICE: "SANDESH BHAVAN", LAD SOCIETY ROAD, B/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD- 380 054.(GUJ.) Email: lnvestorsgrlevance@sandesh.com, Contact No. (079) 4000 4000,4000 4319, Fax No. (079) 4000 4242, Website: www.sandesh.com

AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2019

		(Rs. in Lacs, except earning per share data)For thl! ye'lir ended
		For tne Quarter ended
Particulars	March 31, 2019	Decernber31,2018	March 31, 2018	March 31, 2019	March 31, 2018
	Audited	Unaudited	Audited	Audited	Audited
1 !revenue From OperationsII Other Income	10 873.32692.59	9 767.75534.05	8 983.03326.40	41687.951975.37	37 480.071377.44
Ill Total Revenue (I +II)	11565.91	10301.80	9309.43	43663.32	38857.51
IV h penses ::a Cost of material consumed	3 902.92	4 082.06	3109.02	15 618.63	12 349.13
b Changes in inventories I Cost of goods sold	10.58	9.19	226 27	2 921.51	226.18
c Employee Benefits Expense	941.69	779.64	742.79	3 323.92	3 459 60
d Finance Cost	9.08	1150	11.03	41.36	40 25
e D~predatlon and Amortisation Expenses	228.73	223.72	227.00	885.50	850.50
I Other expenses	3 066.13	3138 20	2 438.02	11128.55	9 664.67
Total Expenses	8159.13	8 244.31	6754.13	33919.47	26 590.33
v Profit before exceptional items and tax (Ill- IV)	3 406.78	2 057.49	2 555.30	9 743.85	12 267.18
VI Exceptional Items	( 18.64)	( .03)	( 26.141	( 18.86)	29.71
VII Profit Before Tax (V- VI)	3 388.14	2 057.46	2 529.16	9 724.99	12 296.89
VIII Tax Expenses::aCurrent Tax	1030.00	509.51	860.00	2 905 00	4 230 00
Deferred Taxb	228.22	173.28	54.25	508.64	94.78
Total Tax Expense	1258.22	682.79	914.25	3 413.64	4 324.78
IX Profit for the period (VII -VIII)	2129.92	1374.67	1614.91	6311.35	7 972.11
)( Other Comprehensive Income	19.03	.00	29.40	19.03	29.40
XI Total Comprehensive Income (IX+ X) (Comprising Profrt and	2148.95	1374.67	1644.31	6 330.38	8 001.51
Other Comprehensive Income for the Period)
XII Paid up Equity Share Capital (Face value of Rs. 10/· each)	756 94	756 94	756.94	756.94	756.94
XIII Other equity				71587.52	65 713.41
XIV Earnings per Equity Share:
Basic- Rs. Per Share	28.14	18.16	21.33	83.38	105 32
Diluted· Rs. Per Share	28.14	18.16	21.33	83.38	lOS 32
NOTES:
i) The aforesaid financial results were subject to the statutory aud1t by the statutory auditors of the company and reviewed and recommended by the Audit Committee and thereafter
approved by the Board of the Directors at their meeting held on May 28, 2019.
11 ) The Figure for the quarter ended 31st March, 2019 are balancing figures between the audited figures for the full financial year and unaudited figures for the nine months ended 31stDecember 2018
ill) Duri ng the period under audit, Finance segment no longer meets the criteria as per lnd AS and there Is only one reportable segment namely Media. In view of this, the company has notgiven segment information.
IV)The Board of Directors had declared interim dividend@ Rs. 5/- per equity share of Rs. 10/· each (I.e. SO%) for the flnanc1al yea1 2018-191n their meeting held on February 13, 2019.
v) Figures for the previous periods have been regrouped Ire· arranged, wherever considered necessary

Place: Ahmedabad ·<: :2~:·~ :.· · {DIN : 00050174

The Sandesh Limited

Audited Statement of Standalone Assets and Liabilities

		(Rs in Lacs)
	Particulars	As atMarch 31 2019	As atMarch 31 2018
	A ASSETS
	( 1) Non~cur ent Assets
	(a) Property, Plant and Equipment	7 685.46	8182.22
	(b) capital work ln~progress	25.22	21.55
	(c) Investment Property	5 276.20	5 276.20
	(d) Intangible assets	259.91	298.69
	(e) Financial Assets
(I)	Investments	23 263.96	23 263.96
(II)	Others	1468.56	679.36
		37 979.31	37 721.98
	( Z) Current Assets
	(a) Inventories	2 465.29	4 408.13
	( b ) Financial Assets
(i)	Investments	26 468.12	15 474.25
(II)	Trade receivables	7 339.72	7 053.75
(Ill)	Cash and cash equivalents	2 409.69	8 250.35
(tv)	Bank balances other than (iii) above	20.92	27.54
(v)	Loans	78.58	1243.90
(c)	Current tax asset (net)	249.28.	80.30
(d)	OlhN current Assets	2 316.63	985.00
		41348.23	37 523.22
	Total	79 327.54	75 245.20
	B EQUITY AND LIABIUTIESEQUITY
	(a) Equity Share Capital	756.94	756.94
		71587.52	65 713.41
	( b) Other Equity	72 344.46	66 470.35
	liABILITIES
	( 1) Non-current liabilities
	(a) Financial liabilities
	Trade payables
	(a) total outstanding dues of micro
	enterprises and small enterprises
	(b) total outstanding dues of creditors
	other than m•cro enterprises and small
	enterpnses	12.79	28.41
	(b) Provisions	271.64	245.08
	(c) Deferred tax liablllties (net)	925.07	416 .44
		1209.50	689.93
	( 2 ) Current Liabilities
	(a) Rnancial L•ablllties
(I)	Borrowings	37.09	37.32
(ii)	Trade payables(a) total out:standing dues of micro
	enterprises and sma ll enterpnses(b) total outstanding dues of creditors
	other than micro enterprises and small
	enterprises	1212.61	1734.79
(Iii)	Other tlnancialllabillties	2 946.00	4 637.11
	(b) Other current liabilities	1545.58	1 576.23
	(c) Provisions	32.30	29.47
	( d J Current tax !labilities (net)	.00	70.00
		5 773.58	8 084.92
	Total	79 327.S4	75 245.20

For and on behalf of the Board

.. ,~! .. 9 - · ' ,

-;~~ . The San~esh ~Lim td ;; ... .: ..

:'::L. "[:.2!":'l: <:;, ~ ... // . : "~"11t". ·-: .,:· Falgun hal Patel .. ::-.<> · (DIN: 00050174 Chairman & Managing Director

Place : Ahmedabad Date : May 28, 2019

· S G 0 G & ASSOCIATES LLP

Chartered Accountants

Auditor's Report On Year to Date Consolidated Financial Results of The Sandesh Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To Board of Directors of The Sandesh limited

• 1. We have audited the consolidated financial results of The Sandesh limited ("the Holding Company") and its subsidiary (the Holding company and its subsidiary together referred to as "the Group"), its associates, for the year to date period from April 01, 2018 to March 31, 2019 attached herewith, being submitted by the holding company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These consolidated year to date financial results have been prepared from consolidated financial statements, which are the responsibility of the Holding company's management. Our responsibility is to express an opinion on these consolidated financial results based on our audit of such consolidated financial statements, which have been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standards (lnd AS), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules there under.
• 1. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion.
• 1. In our opinion and to the best of our information and according to the explanations given to us these consolidated year to date financial results:
  • (i) include the year to date financial results of the following entities:
    • (a) The Sandesh Limited (Holding company)- on standalone basis
    • (b) Sandesh Digital Private Limited (Subsidiary company)- on standalone basis
    • (c) Applewoods Estate Private Limited (Associate company) on consolidated basis
  • (ii) have been presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in this regard; and

s G D G & Associates LLP, a Limited Liability Partnership with LLP Identity No. AAI-3248 5-6 Shivalik Plaza, Opp. A.M.A., ATIRA. Polytechnic, Ambawadi, Ahmedabad- 380 015 ' Contact No. : +91-9974940700, 9820851518 • Email : info@sgdg.co.m

.. S G D G & ASSOCIATES LLP Chartered Accountants

• (iii) give a true and fair view of the consolidated net profit and other financial information for the year to date results for the period from April 01, 2018 to March 31, 2019.
• 1. Other matter
  • (i) The financial results ofthe Company for the year ended on March 31, 2018 included in this Statement are audited by the predecessor auditor. The report of the predecessor auditor on the financial results of such period expressed unmodified audit report.
  • (ii) The accompanying statements includes financial results I statements and other information of subsidiary listed in para 3 (i) (b) above whose financial information includes total assets of Rs. 291.15 lakhs as at March 31, 2019 and total revenue of Rs. 246.63 lakhs for the year ended on that date and the financial results I statements of an associate which reflect Group's share of net profit (including other comprehensive income) of Rs. 83.55 lakhs for the year ended on March 31, 2019, which have been audited by another auditor.

Our report is not modified in respect of above stated matter.

For, S G D G & Associates LLP Chartered Accountants ICAI Firm Registration No. W100188

~1¢' (Devansh Gandhi) Partner Membership No.129255

Place: Ahmedabad

Date: May 28, 2019

THE SANDESH LIMITED CIN-L22121GJ1943PLC000183

REGD. OFFICE: "SANDESH BHAVAN", LAD SOCIETY ROAD, B/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD- 380 054.(GUJ.)

Email: lnvestorssrlevance@sandesh.com, Contact No. (079) 4000 4000,4000 4319, Fax No. (079) 4000 4242, Website: www.sandesh.com

AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE YEAR ENDED MARCH 31, 2019

Sr.No.ParticularsIncome1a)Net Sales/Income from Operationsb)Other IncomeTotal Income from Operations2ExpenditureCost of Material consumeda)Changes in inventories / Cost of goods soldb)d)Employee benefits expenseFinance costsc)e).Depreciationf)Other ExpensesTotalProfit before Share of Profit of Associate, Exceptional Items and taxз$(1-2)$Share of Profit of Associate4Profit before Exceptional Items and tax (3+4)s6Exceptional ItemsProfit from ordinary activities before tax (5+6)78Tax ExpenseIncome Taxa)b)Deferred TaxTotal Provision for TaxationNet Profit for the period (7-8)9Other Comprehensive Income10Share in Other Comprehensive Income of Associate11Total Other Comprehensive Income (10+11)1213Total Income (Including other comprehensive income) (9+12)Net Profit attributable to14Owners of the companya)Non Controlling Interestb)Other Comprehensive Income attributable to15Owners of the companya)Non Controlling Interestb)Total Comprehensive Income attributable to16Owners of the companya)Non Controlling Interestb)17Paid-up Equity Share Capital (Face value of Rs.10/- each)Other equity18Earning Per Share - Basic for the periodThe aforesaid financial results were subjected to statutory audit by the auditor of the company and reviewed and recommended by the$\mathfrak{h}$Audit Committee and approved by the Board of the Directors at their meeting held on May 28, 2019.During the period under audit, Finance segment no longer meets the criteria as per Ind AS and there is only one reportable segmentii)namely Media. In view of this, the company has not given segment information.而We declare that audit report of company is with unmodified opinion.iv)Figures for the previous periods have been regrouped / re- arranged, wherever considered necessary.	Year EndedMarch 31, 2019Audited	March 31, 2018
PART I19(i)19 (ii) Earning Per Share - Diluted for the periodNOTES:		Audited
	41 895.69	37732.88
	1990.94	1383.15
	43 886.63	39 116.03
	15 618.63	12 349.13
	2921.51	226.18
	3 378.06	3510.33
	41.37	40.31
	885.50	850.50
	11 186.81	9725.27
	34 031.88	26 701.72
	9854.75	12 414.31
	84.02	203.11
	9938.77	12 617.42
	18.86	29.71
	9919.91	12 647.13
	2930.45	4 2 68, 12
	508.58	94.83
	3439.03	4 3 6 2.95
	6480.88	8 2 8 4 . 1 8
	19.29	30.25
	(0.47)	0.59
	18.82	30.84
	6499.70	8315.02
	6480.88	8 2 8 4 1 8
	18.82	30.84
	6 499,70	8 3 1 5 . 0 2
	756.94	756.94
	72 283.03	66 239.60
	85.62	109.44
	85.62	109.44
Place: Ahmedabad		For and on behalf of the BoardThe Sandesh Limitedai Patel(DIN: 00050174

The Sandesh Limited

Audited Statement of Consolidated Assets and Liabilities

		(Rs. in Lacs
	Particulars	As at	Asat
		March 31 2019	March 31 2018
	A ASSETS
	I 1 I Non-current Assets
	(a I Property, plant and equipment	7 685.46	8182.22
	I b I Capital work- in- progress	25.22	21.55
	I c I Investment property	5 276.20	5 276.20
	(d) Intangible assets	259.91	298.69'
	( e I Financial assets
(i)	Investments	23 683.98	23 600.41
(ii)	Other financial assets	1468.66	679.36
		38 399.43	38058.0
	I 2 I Current Assets
	(a) Inventories	2 465.29	4 408.13
	(b) Financial Assets
(i)	Current investments	26 708.90	15 638.84
(ii)	Trade receivables	7 383.69	7 086.36
(iii)	Cash and cash equivalents	2 412.01	8 253.17'
( iv)	Other balances with banks	20.92	27.54
( v)	Loans	78.73	1244.23
(c)	Current tax asset (net)	250.22	80.31
(d)	Other current assets	2 316.63	985 .00
		41636.39	37 723.58
	Total	80035.82	75 782.0ll
	B EQUITY AND LIABILITIES
	EQUITY
	(a) Equity Share Capital	756.94	756.94
	(b) Other Equity
		72 283.03	66 239.60
	LIABILITIES	73 039.97	66 996.5:1
	I 1 I Non-current Liabilities(a) Financial Liabilities
	(i) Trade Payables
	(a) total outstanding dues of micro
	enterprises and small enterprises(b) total outstanding dues of creditors
	other than micro enterprises and small
	enterprises(b) Provisions	12.79	28.41
	(c) Deferred tax liabilities ( net )	272.47	245.6£)
		924.84	416.13
		1 210.10	690.15
	I 2 I Current Liabilities(a) Financial Liabilities
(i)
(ii)	Borrowings	37.09	37.32
	Trade payabies
	(a) total outstanding dues of micro
	enterprises and small enterprises
	(b) total outstanding dues of creditors
	other than micro enterprises and small
	enterprises	1222.54	1 745.95
(iii)	Other financial liabilities	2 946.48	4 637.81
	(b) Other current liabilities	1547.34	1574.23
	(c) Provisions	32.30	29.47
	(d) Current tax liabilities (net)	.oo	70.55
		5 785.75	8095.331
	Total	80035.82	75 782.01

For and on behalf of the Board

-~~

Place :Ahmedabad Date : May 28, 2019

Falgunbhal Patel (DIN: 00050174 Chairman & Managing Director

Annexure- 2

May 28, 2019

To

1'. The Manager, Corporate Relationship Dept., BSE LIMITED, Phiroze Jeej~ebhoy Towers, Dalal Street, MUMBAI- 400 001

Script Code : 526725

· 2. The Manager, Listing Department, NATIONAL STOCK EXCHANGE OF INDIA L TO., "Exchange Plaza", C-1 , Slock-"G", Sandra Kurla Complex, Sandra (E), MUMBAI- 400 051

NSE Symbol: SANDESH (EQ.)

Dear Sir I Madam,

Sub.: Declar.ation under Regulation 33(3)(d) of the Securi'ties and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended {"Listing Regulations" for short)

In compliance with the provisions of Regulation 33(3)(d) of Listing Regulations, we hereby declare that M/s. S G D G Associates & LLP (Firm Registration no -W100188 LLPIN: AAI-3248), Chartered Accountants, Statutory Auditors of the Company have issued the Audit Reports with the unmodified opinion on the Standalone and Consolidated Audited Financial Results of the Company for the Quarter and Financial Year ended on March 31 , 2019.

This is for your information and record.

Thanking you,

Yours sincerely, FOR, THE SANDESH LIMITED ·-· ,. .o:'/t:l ....

. C/? (. ,'/..,~~ \ ·r: .... / ~'"

. . . ~ ~ t::l -..olt."'tl --- " -':J· l' . SanJay Kumar Tandon 1 CHIEF FINANCIAL OFFICER ~'tm,.-c ... ___ .. ""' !

• .;· ~

REGD. OFFICE : SANDESH BHAVAN, LAD SOCIETY ROAD, 8/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD-380 054 PHONE: (079) 40004319,40004175, FAX NO. 91-079-40004242. E-mail : secretarial@sandesh.com, cs@sandesh com ,J VISIT US • WWVV.SANDESH .COM

Annexure- 3

Details of Mr. Yogesh Jani (DIN 06495782)

	Particulars	--Information------- ----- ---- - -
	Reason for changev1z., appointment·	Re-appointment of Mr. Yogesh Jani (DIN 06495782) as a Whole TimeDirector of the Company for a period of five (5) years with effect from August11, 2020, on account bf expiry of his term on August 10, 2020 and attainmentof 70 years of age on September 18, 2020, and that whose period of office isliable to retirement by rotation, in accordance with the provisions of sections190, 196, 197, 203 read with Schedule V and any other applicable provisionsof the Companies Act, 2013 and the Rules made thereunder.
2	Date ofappointment & termof appointment	-- ---- -- ~Based upon the recommendation of the. Nomination and RemunerationCommittee and subject to the approval of shareholders at the ensuing 76Annual General. Meeting of the Company, by the way of special resolution, theBoard of Directors has recommended re-appointment of Mr. Yogesh Jani as aWhole Time Director for a period of five (5) years with effect from August 11,2020.
3	Brief Profile	---·- ----- - --------- - -----------Mr. Yogesh Jani, has a vast experience of over 39 years in the fields of thenews paper industry which includi s rich experience in the matters of excise,administration, human resource, land acquisition, production, machineryerection, establishment of printing press facilities and its upgradation,purchase, stores, ·circulation, Government liasoning, etc. He also takes keeninterest in social activities.
4	Disclosure ofRelationshipsbetween Directors	- -- -- - ------ --Mr. Yogesh Jani is ~ot related to~y Director of the Company

THE SANDESH LIMITED (CIN : L22121GJ1943PLC00018.3)

REGD. OFFICE: SANDESH BHAVAN, LAD SOCIETY ROAD, B/H. VA.STRA~UR GAM, P.O. BODAKOEV, AHMEDABAD-380 054 PHONE : (079) 40004319,40004175, FAX NO. 91-079-40004242. E-ma1l: secretanal@sandesh.com, cs@sandesh.com .. ~ VISIT US : WWW SANi;)ESH.COM

Details of Mr." Parthiv F. Patel (DIN: 00050211 ):

	Particulars	•~ Information
	Reason for changeviz., appointment	Pursuant to provisions of Section 152(6) of the Companies Act, 2013, Mr.Parthiv F. Patel, the Managing Director of the Company, liable to retirement byrotation and being eligible offers himself for re-appointment.
2 .	Date ofappointment &term ofappointment	--------------- - --------- -·----- ------- -Mr. Parthiv F. Patel, the Managing Director of the Company was originallyappointed on 14.03.2002 and who shall be liable to retire by rotation.
3	Brief Profile	- - -----Mr. Parthiv F. Patel is the Managing Director of the Company. He has pursuedB. A. with Business finance from United Kingdom. He has been associated withthe Company for more than 15 years. He was appointed as Director of theCompany ·in the year 2002 and has been handling the management andcontrol of the organization, remarkably since then. He has gained a rich·experience in the field of management of newspaper, journals and magazinesbesides investments, finance, treasury and general administrative functions ofthe Company. He shoulders the whole gamut of new projects & up-gradation ofall departments of the Company. Under his dynamic leadership and industriousnature, the Company is the proud. owner of latest technology in printing withzero-error. He also is the champion of all new projects of the Company, whichis on a very promising upward trajectory.
4	Disclosure ofRelationshipsbetween Directors	-Mr. Parthiv F. Patel is the son of Mr. Falgunbhai C. Patel, the Chairman andManaging Director and Ms. Pannaben F Patel, the Director of the Company.

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THE SANDESH LIMITED (GIN . L22121GJ1943PLC000183)

REGD·. OFFICE • SANDESH BHAVAN , LAD SOCIETY ROAD , B/H. VASTRAPUR GAM , P.O. BODAKDEV, AHMEDABAD-380 054 PHONE • (079) 40004319,.40004175, FAX NO. 91-079-40004242. E-mail ··secretarial@sandesh .com , cs@sandesh.com ~~ VISIT US • \NWW.SANDESH COM