To the Members
Your Directors are submitting the Thirty Sixth Board Report of the Company togetherwith the Audited Statement of Accounts for the year ended 31 st March 2017.
FINANCIAL/ OPERATIONAL RESULTS
|FOR THE YEAR ENDED ||Year ended 31.03.2017 ||Year ended 31.03.2016 |
| ||(Rs.in million) ||(Rs.in million) |
|Total Income ||31.013 ||50.865 |
|Total expenses ||53.800 ||347.253 |
|Profit Before tax ||-22.787 ||-296.38 |
|Provision for taxation (Current Deferred earlier year tax and others) ||- ||- |
|Prior Period income/ (expenses) ||0.096 ||0.187 |
|Surplus after tax and extraordinary items for the Year ||-22.883 ||-296.575 |
|Surplus carried to the Balance Sheet ||- ||- |
THE YEAR UNDER REVIEW:
During the year under review the Company has incurred Net Loss of Rs 22.883 million asagainst loss of Rs. 296.575 million during lastfiscal 2015-2016.
With a view to conserve resources with the Company the Board of Directors has decidednot to recommend any dividend forthe financial year 2016- 2017.
Company has not made any issue of Shares during the reporting period; hence the EquityCapital of the Company stands the same at Rs. 215250000/-.
Shri O. P. Srivastava Director of the Company is retiring by rotation and is eligiblefor re-appointment in accordance with the provisions of Section 152 of the Companies Act2013 and Articles of Association. Hence the Board recommends name of Shri O. P. Srivastavafor re-appointment as Director of the Company in the ensuing Annual General Meeting whowill be liable to retire by rotation.
Shri R.S Rathore Shri J.N Roy and Shri Brijendra Sahay the Independent Directors ofthe Company have submitted the Declaration of Independence as required pursuant toSection 149 (7) of the Companies Act 2013 stating that they meet the criteria ofIndependence as provided in Sub -Section 149(6) and Regulation 16 of the SEBI (ListingObligations and Disclosure Requirements) Regulations2015.
The Company arranged familiarisation programmes for the Independent Directors.Independent Directors have already been informed about their duties rightsresponsibilities and Code of Conduct including various recent changes of the CompaniesAct 2013 in the Board Meeting of the Company. The details of familiarisation program forIndependent Directors are available on the website of the Company at-www.sahara-one.com.
The Board of Directors of the Company constituted a committee of Directors (inCompliance with Regulations 18 of the SEBI Listing Obligation and Disclosure RequirementRegulations) known as Audit Committee in its meeting held on 30th January 2001 and furtherre-constituted the same on 29th June 200229th July 200629th April 2008 30th June 20092nd August 2011 and 8th February 2012. Shri R.
S. Rathore is continuing as Chairman of the Audit Committee since 10th March 2008. Atpresent the Company has four Directors as members of Audit Committee viz. Shri R. S.Rathore Shri O.R Srivastava Shri Brijendra Sahay and Shri J. N. Roy and CompanySecretary acts as Secretary to the Committee. Out of four committee members three areIndependent Directors and one is Promoter Director. The Chairman of the Audit Committee isan independent Director which is in Compliance with the Regulations 18 of the ListingObligation and Disclosure Requirement Regulations as well as Section 177 of the CompaniesAct 2013.
NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors of the Company constituted a committee of Directors known asRemuneration Committee in its meeting held on 26th August 2009 (pursuant to therequirement of Schedule XIII of Companies Act 1956) to deal with matters related tomanagerial remuneration of Company as may be required from time to time. The Committee wasre-named as "Nomination and Remuneration Committee" pursuant to Section 178 ofthe Companies Act 2013 by the Board at its meeting held on 11th August 2014.
The Committee consists of following members at present:
|Shri R. S. Rathore ||Chairman |
|Shri O.P. Srivastava ||Member |
|Shri Brijendra Sahay ||Member |
|Shri J. N. Roy ||Member |
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Board of Directors of Company had constituted Share Transfer Committee on 10thMarch 2000 which was later renamed as Shareholders and Investors Grievances Committeewhich was further renamed as Stakeholders Relationship Committee as pursuant to Section178 of the Companies Act 2013 and was further re-constituted on 3rd April 200130thJanuary 200229th July 200623rd October 200821 st March 200924th March 2010 and 8thNovember2012.
Following are the members of the committee at present:
|Shri O.P. Srivastava ||Chairman |
|Shri Brijendra Sahay ||Member |
|Shri J. N. Roy ||Member |
Shri Sukhmendra Kumar Company Secretary acts as Secretary / Convener of the committee.
During the period under review the Company has not received any complaint from theShareholders/lnvestors. No Meetings of Stakeholders Relationship Committee of the Companywere held during the financial year 2016-2017.
The Stakeholders Relationship Committee Meetings are held whenever required in case thegrievances of investors stand unresolved by the Registrar and Share Transfer Agent ofCompany M/s Link Intime India Pvt. Ltd.
The Company has complied with the Corporate Governance Requirements as stipulatedunder the various regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the Companies Act 2013. A report on Corporate Governance along withCertificate on its Compliance forms a part of the Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The details of the vigil mechanism are mentioned in the Corporate Governance Report andalso available atwww.sahara-one.com
CORPORATE SOCIAL RESPONSIBILITY:
As required under Companies Act 2013 Corporate Social Responsibility Committee hasbeen formed and constituted. However no amount has been transferred in view of lossincurred by the Company during the Financial Year 2016-17.
NOMINATION AND REMUNERATION POLICY
The Company has adopted a Nomination & Remuneration Policy for determiningqualifications positive attributes and independence of a Director and criteria forDirectors appointment and remuneration. The features of this policy are as follows:
1. The Company while constituting the Board shall draw members from diverse fieldssuch as finance law management technical marketing manufacturing or other disciplinesrelated to the Company's business. There shall be no discrimination on the basis ofgender while determining the Board Composition.
2. A Director shall be a person of integrity who possesses relevant expertise andexperience. He shall uphold ethical standards of integrity and probity and act objectivelyand constructively. He shall exercise his responsibilities in a bona-fide manner in theinterest of the Company devote sufficient time and attention to his professionalobligations for informed and balance decision making and assist the Company inimplementing the best corporate governance practices.
3. An Independent Director should meet the requirements of the Companies Act 2013 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 concerningindependence of Directors. The Companies shall also obtain certification of independencefrom the Independent Director in accordance with the Companies Act 2013.
4. The objective of policy is to have a compensation framework that will reward andretain talent.
5. The remuneration will be such as to ensure that the correlation of remuneration toperformance is clear and meet appropriate performance benchmarks.
6. Remuneration to Key Mangerial Personnel Senior Management and other employees willinvolve a balance between fixed and variable pay reflecting short and long termperformance objectives of the employees in line with the working of the Company and itsgoals.
7. The above will take into consideration industry performance customer performanceand overall economic environment.
EXTRACT OF AN N UAL RETURN:
The information required under Section 134 of the Companies Act 2013 read with Rule 12of the Companies (Management and Administration) Rules 2014 the extracts of AnnualReturn of the Company in prescribed format is annexed herewith marked as Annexure-1 tothis Report
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 Are Provided In The Prescribed Format And AnnexedHerewith MarkedAsAnnexure-2 To This Report.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Regulations (erstwhile Listing Agreemententered into with the Stock Exchanges). There were no materially significant Related PartyTransactions made by the Company during the year that would have required Shareholderapproval underthe Listing Regulations.
All Related Party Transactions are placed before the Audit Committee for approval. Astatement of all Related Party Transactions is placed before the Audit Committee for itsreview on a quarterly basis specifying the nature value and terms and conditions of thetransactions.
The Company has adopted a Related Party Transactions Policy. The Policy as approved bythe Board is uploaded on the Company's website.
Details of the transactions with Related Parties are provided in the accompanyingfinancial statements. There were no transactions during the year which would require to bereported in Form AOC.2.
KEY MANAGERIAL PERSONNEL
As required under Section 2(51) and Section 203 of the Companies Act 2013 read withSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has noted that Mrs Rana Zia Whole Time Director Mr PrakashChandra Tripathy as Chief Financial Officer Mr Sanjay Garg as Head Finance and MrSukhmendra Kumar are the Key Managerial Personnel of the Company.
PARTICULARS OF LOANS INVESTMENTS GUARANTEES ANDSECURITYPROVIDED
Details of loans guarantees investments and security provided pursuant to theprovisions of Section 186 of the Companies Act 2013 are provided in notes forming partof the financial statements.
Pursuant to the provisions of the Companies Act 2013 and Regulation of the ListingAgreement the Board has carried out the annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of its committees. Theperformance of individual directors was evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders time devoted etc.
ADEQUACY OF INTERNAL FINANCIAL CONTROL
Your Company Internal Financial Control System are Commensurate with the nature sizeand complexity of the Business and Operations. They are routinely tested and certified byInternal Auditors. Significant Audit Observation and the Follow up actions are reported tothe Audit Committee.
M/s D. S. Shukla & Co. Chartered Accountants Mumbai were appointed as theStatutory Auditors of the Company for a period of five years since end of the AnnualGeneral Meeting of the Company held on 26th September 2014 subject to ratification byShareholders at each Annual General Meeting to be held hereafter.
In view of this the matter is being placed before the members to consider theratification of appointment of M/s D. S. Shukla & Co. as Statutory Auditors of theCompany as per recommendation of the Board of Directors of the Company.
M/s D. S. Shukla & Co. Statutory Auditors submitted their Audit Report for theFinancial Year 2016- 2017 The auditor has qualified the following points the reply ofmanagement to which is as under:
1. Amount of Rupees 700672166/- is outstanding as recoverable from debtors andcontinuing beyond stipulated period of recovery. The management have represented thatthese debtors amount are fully recoverable and no provision is necessary. However inabsence of any convincing evidence we are of the opinion that this amount should beconsidered as doubtful and requires appropriate provisioning.
The Company has extended credit from time to time as per the market practice andregular follow up is being done to recover the same and the management is confident torecover the same. Hence no provision made by the management.
2. Amount of Rupees 136889361/- is outstanding which comprises of advances towardspurchase/production of films. The management has explained that such advances have beengiven in the normal course of business and are fully recoverable. However in our opinionamount is doubtful of recovery as these are outstanding/remained unadjusted for longperiod of time.
For Amount of Rupees 136889361/- which comprises of advances towardspurchase/production of films given to Rising Star Enterprises a demand notice has beenissued for the same on 28th Sep 2016 and regular follow up of the same is being done bythe Management officials and Company is confident of recovering the same amount withinterest hence no provisioning required.
3. Amount of Rupees 694027883/- deposited by company in Sahara -SEBI refund accountin the matter of dispute in respect of repayment of Optionally Fully ConvertibleDebentures (OFCDs) by two group companies namely M/s Sahara India Real CorporationLimited & Sahara Housing Investment Corporation Limited. The management is confidentthat company will get back this amount with interest. However in absence of anyconvincing evidence we are unable to ascertain whether this amount is fully recoverable ornot and its further impact if any that may arise in case if this amount is subsequentlydetermined to be doubtful of recovery.
Pursuant to the order of Hon'ble Supreme Court of India Rupees. 694027883/- has beentransferred to Sahara-SEBI Refund account though the Company is not related in any waywith the dispute. The matter is subjudice in Supreme Court and Management is fullyconfident that amount is fully recoverable hence no provisioning required. As the Companyis not in any way involved in litigations the management is fully confident that amounttransferred by order of Hon'ble Supreme Court of India will be refunded back once thefinal order is being passed by Hon'ble Supreme Court of India.
DETAILS OF BOARD MEETINGS
During the financial year under review Five meetings of the Board of Directors wereheld details of which have been provided in the Corporate Governance Report.
Pursuant to the provisions of Section 204 of the Companies Act 2013 the Board hasappointed M/s C.P Shukla & Co. Company Secretaries Lucknow a firm of CompanySecretaries in Practice to conduct Secretarial Audit of the Company for the financialyear 2016-17. The Secretarial Audit Report for the financial yearended March 312017 isannexed herewith marked as Annexure 3 to this Report.
The Company has not accepted any public deposit during the year under review.
POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place Policy on Prevention Prohibition and Redressal of SexualHarrasement for women at workplace in accordance with the requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. AnInternal Complain Committee (ICC) has been in place to redress complaints receivedregarding Sexual Harrasement. The policy has set guidelines on the redressal and enquiryprocess that is to be followed by the complainants and ICC while dealing with issuesrelated to Sexual Harassment at workplace.
PARTICULARS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THEBOARD OF DIRECTORS) RULES 1988:
Information required to be provided under Section 134(3) of the Companies Act 2013read with the Companies (Disclosure of Particulars in the Report of the Board ofDirectors) Rules 1988 in relation to Conservation of energy and technology absorption arecurrently not applicable to the Company. Particulars of foreign currency earnings andoutgo during the year are given as hereunder:
|Foreign Currency Earnings (Accrual Basis) ||- Rs. 3878254 |
|Foreign Currency Expenditures (Accrual Basis) ||- Rs. Nil |
Corporate Governance Guidelines as specified in the Listing Agreement with StockExchanges is applicable to the Company from the Financial Year 2001-02. The Company hascomplied with the Guidelines of Corporate Governance and as required by Schedule V (C) ofthe SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 a separatereport on the Corporate Governance is forming part of this Annual Report. A Certificate byPracticing Company Secretary on the Compliance with the guidelines of the ListingAgreement on the Corporate Governance is forming part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3) (c) of the Companies Act 2013 the Directors based on therepresentation received from the operating management confirm that:-
(a) in the preparation of the Annual Accounts the applicable accounting standards hadbeen followed alongwith proper explanation relating to material departures if any andthere is no material departure from following the accounting Standards.
(b) they have in selection of accounting policies consulted the Statutory Auditorsand have applied them consistently and made judgment and estimates that are reasonable andprudent so as to give true and fair view of the state of affairs of the Company as at theend of the Financial Year and of the Profit or Loss of the Company for that period.
(c) they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company andpreventing and detecting fraud and other irregularities.
(d) they have prepared the Annual Accounts on a Going Concern basis and
(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively.
(f) They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
There have been no material changes and commitments which can affect the financialposition of the Company between the end of the financial year and the date of this Report.
Statutory Auditors of the Company have not reported any incident related to fraudduring the financial year 2016-17 to the Audit Committee or Board of Directors underSection 143(12) of the Companies Act 2013.
Your Directors acknowledge with thanks the support and co-operation extended by theInvestors Bankers Business Associates and employees at all levels fortheir valuablepatronage.
For and on behalf of the Board of Directors of Sahara One Media and EntertainmentLimited
|O. P. Srivastava ||RanaZia |
|(Director) ||(Whole Time Director) |
|DIN-00144000 ||DIN-07083262 |
|Place: Lucknow || |
|Date: 11th August 2017 || |