You are here » Home » Companies ยป Company Overview » Sahara One Media and Entertainment Ltd

Sahara One Media and Entertainment Ltd.

BSE: 503691 Sector: Media
NSE: N.A. ISIN Code: INE479B01016
BSE 00:00 | 05 Dec Sahara One Media and Entertainment Ltd
NSE 05:30 | 01 Jan Sahara One Media and Entertainment Ltd
OPEN 15.65
PREVIOUS CLOSE 15.65
VOLUME 3
52-Week high 30.80
52-Week low 15.65
P/E
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.65
CLOSE 15.65
VOLUME 3
52-Week high 30.80
52-Week low 15.65
P/E
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sahara One Media and Entertainment Ltd. (SAHARAONEMEDIA) - Director Report

Company director report

To the Members

Your Directors are submitting the Forty first Annual Report ofthe Company together with the Audited Statement of Accounts for the year ended 31stMarch 2022.

FINANCIAL / OPERATIONAL RESULTS

FOR THE YEAR ENDED Year ended 31.03.2022 Year ended 31.03.2021
Rs ('000) Rs ('000)
Total Income 1326.22 207.88
Total expenses 28947.29 62987.05
Profit Before tax (27621.07) (62779.17)

THE YEAR UNDER REVIEW:

During the year (2021-22) under review the Company has incurred NetLoss of Rs (27621.07) as against loss of (62779.17) during last fiscal 2020-2021.

DIVIDEND

With a view to conserve resources with the Company the Board ofDirectors has decided not to recommend any dividend for the Financial Year 2021-2022.

CAPITAL ISSUE

During the financial year 2021-2022 the Company has not issued shareswith differential voting rights nor granted stock options nor sweat equity. As on March312022 the paid-up Equity Share Capital of the Company is Rs. 215250000/-. Of thetotal paid up share capital of the Company 74.99 % is held by Promoters and PromoterGroup and balance of 25.01 % is held by persons other than Promoters and Promoter Groupout of which majority is in dematerialized form.

COVID IMPACT ON BUSINESS

The lockdowns and restrictions imposed on various activities due toCOVID - 19 pandemic while being a necessary measure to contain its spread have alsoposed an unprecedented challenge to all businesses and the business operations and theCompany have also been impacted.

Availability of fresh content is constrained because of stoppage of allthe shooting and other allied production activities resulting in revenue loss for theCompany. Availability of new digital content is constrained because of stoppage of freshproductions and the Company has managed to release shows that were in inventory. There wasno major impact on control environment and operating effectiveness of internal controls asthe month end / year end / other controls were operated by way of digital or e-mail sign-offs and online reviews through teleconferencing and Video Conference during the lock downperiod.

The Company sees a positive trend of content aggregators needing morecontent allowing the Company to profitably sell its produced content. The Companycontinues to evaluate alternate options to monetize its content. Even though the currentsituation is very volatile we are confident about our ability to manage the crisis andcome out of it in a strengthened position. The Company has taken various steps to mitigatethe adverse impact of Covid-19 on the business which includes reduction in employee costsacross all levels for a limited period waiver of rentals and maintenance charges for theleased properties and other cost optimization across various overheads.

DIRECTORS :

Shri A.K. Srivastava (DIN: 02323304) as Non-Executive IndependentDirector is liable to retire by rotation at the ensuing Annual General Meeting pursuantto Section 152 and other applicable provisions if any of the Companies Act 2013 readwith the Companies (Appointment and Qualification of Directors) Rules 2014 (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force) beingeligible has offered himself for re-appointment. Appropriate resolution for hisre-appointment is being placed for the approval of the Members of the Company at theensuing Annual General Meeting. The brief resume of the Director and other relatedinformation has been detailed in the Notice convening the 41st Annual GeneralMeeting of the Company. The Board recommends his re-appointment as Non - ExecutiveNon-Independent Director of the Company.

Shri Bibek Roy Choudhary (DIN: 07663995) has been appointed as anadditional director of the Company in the meeting of the Board of directors held on 11thof July 2022 which was originally called on 12th February 2022 but wasadjourned sine die. Shri Bibek Roy Choudhary is PhD(Management) with Five Point Scale ofUGC regulation B.Sc. (Hons) in Chemistry -Passed with1st class—1989 and MBA(Marketing Management) - 1994 - 1 st Class TEM - Test for Employability as Manager fromAIMA Delhi.

WOMAN DIRECTOR

In terms of Section 149 of Companies Act 2013 the Company is requiredto have a woman director on its Board. Mrs. Rana Zia Whole time Director is already onthe Board of the Company from November 14 2015 and hence the Company fulfills therequirements of the said section.

INDEPENDENT DIRECTORS:

Demise of Shri R.S. Rathore Independent Director (DIN-00265568) of theCompany.

The Company was informed about the sad and sudden demise of ShriR.S. Rathore Independent Director (DIN-00265568) of the Company on Wednesday 19thJanuary 2022 due to ill health. He was appointed on the Board of the Company on29.07.2006 and the Company immensely benefitted from his vision during his tenure. All thedirectors and employees of the Company convey deep sympathy sorrow and condolences to hisfamily. The Disclosure regarding demise of Shri J.N. Roy was duly intimated underRegulation 30 and 68(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 to Bombay Stock Exchange on the same day.

Pursuant to the provisions of the Companies Act 2013 ("theAct") and Clause 49 of the erstwhile Listing Agreement Shri R.S. Rathore ShriBrijendra Sahay were re-appointed as Independent Non-Executive Directors to hold officefor five consecutive years from 1st April 2019 upto 31st March 2024 by the Members ofthe Company in the 38th Annual General Meeting held on 30th September 2019.

Shri Brijendra Sahay the Independent Directors of the Company havesubmitted the Declaration of Independence as required pursuant to Section 149 (7) of theCompanies Act 2013 stating that they meet the criteria of Independence as provided inSub -Section 149(6) and Regulation 16 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Company arranged familiarisation programmes for the IndependentDirectors. 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.

SUBSIDIARIES:

As on 31st March 2022 your Company has one subsidiary i.eSahara Sanchaar Limited.

SAHARA SANCHAAR LIMITED

Sahara Sanchaar Limited is a Public Limited Company incorporated on11/12/1997 registered under jurisdiction of Registrar of Companies Kolkata having itsregistered office at Sahara India Sadan 2A Shakespeare Sarani Kolkata 700071. SaharaSanchaar Limited has telecasting and broadcasting licence.

AUDITED FINANCIAL STATEMENTS OF THE SUBSIDIARY

The Audited Financial Statements the Auditors Report thereon and theBoard's Report with applicable annexure for the year ended March 312022 for theSubsidiary Companies are annexed along with the Annual Report.

Further a statement containing the salient features of our subsidiaryin the prescribed format AOC-1 is appended as Annexure-4 to the Board Report.

The Company has adopted a Policy for determining Material Subsidiariesin terms of Regulation 16(1)(c) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ('Listing Regulations'). ThePolicy as approved by the Board is uploaded on the Company's website.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company is prepared inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Companies Act 2013 read with Rule7 of the Companies (Accounts) Rules 2014 form part of the Annual Report and arereflected in the Consolidated Financial Statements of the Company.

The Annual Financial Statements of the subsidiary and related detailedinformation will be kept at the Registered Office of the Company as also at theregistered offices of the respective subsidiary company and will be available to investorsseeking information at any time.

AUDIT COMMITTEE:

The Board of Directors of the Company constituted a committee ofDirectors (in Compliance with Regulations 18 of the SEBI Listing Obligation and DisclosureRequirement Regulations) known as Audit Committee in its meeting held on 30thJanuary 2001 and further re-constituted the same on 29th June 2002 29thJuly 2006 29th April 2008 30th June 2009 2nd August2011 and 8th February 2012. Shri R. S. Rathore is continuing as Chairman of theAudit Committee since 10th March 2008.

In view of the demise of Shri J. N. Roy (DIN-02132227) and Shri R.S.Rathore (DIN-02132227) Independent Director on 12th May 2021 and 19thJanuary 2022 respectively. The Audit Committee has been re-constituted presentlyconsisting three Directors as members of Audit Committee viz. Shri Brijendra Sahay ShriBibek roy Choudhary Shri A.K. Srivastava and Company Secretary acts as Secretary to theCommittee. Out of three committee members two are Independent Directors and one isNon-executive and Non- Independent Director. The Chairman of the Audit Committee is anindependent 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 ofDirectors known as Remuneration Committee in its meeting held on 26th August2009 (pursuant to the requirement of Schedule XIII of Companies Act 1956) to deal withmatters related to managerial remuneration of Company as may be required from time totime. The Committee was re-named as "Nomination and Remuneration Committee"pursuant to Section 178 of the Companies Act 2013 by the Board at its meeting held on 11thAugust 2014.

The Committee consists of following members at present:

Shri Brijendra Sahay Chairman
Shri A.K. Srivastava Member
Shri Bibek Roy Choudhary Member
Smt Rana Zia Member

Ms. Shivani Singh Yadav Company Secretary acts as Secretary / Convenerof the committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors of Company had constituted Share TransferCommittee on 10th March 2000 which was later renamed as Shareholders andInvestors Grievances Committee which was further renamed as Stakeholders RelationshipCommittee as pursuant to Section 178 of the Companies Act 2013 and was furtherre-constituted on 3rd April 200130th January 2002 29thJuly 2006 23rd October 2008 21st March 2009 24thMarch 2010 and 8th November 2012.

In view of the demise of Shri J.N. Roy and Shri R.S. RathoreIndependent Director appointment of Shri Bibek Roy Choudhary in the meeting held on11.07.2022 and the Committee has been re-constituted.

Following are the members of the committee at present:

Shri A.K. Srivastava Chairman
Shri Bibek Roy Choudhary Member
Shri Brijendra Sahay Member
Smt Rana Zia Member

Ms. Shivani Singh Yadav Company Secretary acts as Secretary / Convenerof the committee.

During the period under review the Company has not received anycomplaint from the Shareholders/Investors.

The Stakeholders Relationship Committee Meetings are held wheneverrequired in case the grievances of investors stand unresolved by the Registrar and ShareTransfer Agent of Company M/s Link Intime India Pvt. Ltd.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance Requirements asstipulated under the various regulations of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Companies Act 2013. A report on CorporateGovernance along with Certificate 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 CorporateGovernance Report and also available at www.sahara-one.com.

CORPORATE SOCIAL RESPONSIBILITY:

As required under Companies Act 2013 Corporate Social Responsibilityhas been formed and constituted. However no amount has been transferred in view of lossincurred by the Company for the Financial Year 2021-22.

EXTRACT OF ANNUAL RETURN:

The information required under Section 134 of the Companies Act 2013read with Rule 12 of the Companies (Management and Administration) Rules 2014 theextracts of Annual Return of the Company in prescribed format is annexed herewith markedas Annexure-1 to this Report.

PERSONNEL:

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the prescribed formatand annexed herewith marked as Annexure-2 to this Report.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee of the Company review thecomposition of the Board to ensure that there is an appropriate mix of abilitiesexperience and diversity to serve the interests of the shareholders of the Company.

In accordance to Section 178 of Companies Act 2013 the Nomination andRemuneration Policy was formulated to govern the terms of nomination appointment andremuneration of Directors Key Managerial and Senior Management Personnel of the Company.

The Policy ensures that (a) the level and composition of remunerationis reasonable and sufficient to attract retain and motivate directors of the qualityrequired to run the Company successfully; (b) relationship of remuneration to performanceis clear and meets appropriate performance benchmarks; and (c) remuneration to directorskey managerial personnel and senior management involves a balance between fixed andincentive pay reflecting short and long term performance objectives appropriate to theworking of the Company and its goals. The Policy has been approved by the Nomination andRemuneration Committee and the Board.

The document as approved by the Board is available on the CompanyWebsite www.sahara-one.com.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during thefinancial year were on an arm's length basis in the ordinary course of business and werein compliance with the applicable provisions of the Act and the Listing Regulations(erstwhile Listing Agreement entered into with the Stock Exchanges). There were nomaterially significant Related Party Transactions made by the Company during the year thatwould have required Shareholder approval under the Listing Regulations.

All Related Party Transactions are placed before the Audit Committeefor approval. A statement of all Related Party Transactions is placed before the AuditCommittee for its review on a quarterly basis specifying the nature value and terms andconditions of the transactions.

The Company has adopted a Related Party Transactions Policy. ThePolicy as approved by the Board is uploaded on the Company's website.

Details of the transactions with Related Parties are provided in theaccompanying financial statements. There were no transactions during the year which wouldrequire to be reported in Form AOC.2.

KEY MANAGERIAL PERSONNEL (KMPS)

In terms of Section 2(51) and Section 203 of the Companies Act 2013Smt. Rana Zia Whole time Director Shri Prakash Chandra Tripathy Chief Financial Officerand Ms. Shivani Singh Yadav Company Secretary are the key managerial personnel of theCompany as on date of this report.

PARTICULARS OF LOANS. INVESTMENTS. GUARANTEES AND SECURITY PROVIDED

Details of loans guarantees investments and security providedpursuant to the provisions of Section 186 of the Companies Act 2013 are provided innotes forming part of the financial statements.

MECHANISM FOR EVALUATING BOARD MEMBERS

One of the key functions of the Board is to monitor and review theBoard evaluation framework. The Board in consultation with the Nomination and RemunerationCommittee lays down the evaluation criteria for the performance evaluation ofExecutive/Non-Executive/ Independent Directors. The questionnaire of the survey is a keypart of the process of reviewing the functioning and effectiveness of the Board and foridentifying possible paths for improvement.

The following are the criteria on the basis of which the Directors areevaluated:

1) Knowledge to perform the role.

2) Time and Level of Participation.

3) Performance of Duties and Level of Oversight.

4) Professional Conduct and Independence. Feedback on each Director isencouraged to be provided as a part of the survey.

BOARD EVALUATION

Schedule IV of Companies Act 2013 mandates that annual performanceevaluation of Directors should be carried out by Independent Directors and annualperformance evaluation of Independent Directors should be carried out by other Directorsto the exclusion of Director being evaluated.

The evaluation of all the Directors and the Board as a whole wasconducted based on the criteria and framework adopted by the Board. The evaluation processhas been explained in the Corporate Governance Report which forms part of the AnnualReport. The Board approved the evaluation process results as collated by the Nomination& Remuneration Committee of the Company

ADEQUACY OF INTERNAL FINANCIAL CONTROL

Your Company Internal Financial Control System are Commensurate withthe nature size and complexity of the Business and Operations. They are routinely testedand certified by Internal Auditors. Significant Audit Observation and the Follow upactions are reported to the Audit Committee.

STATUTORY AUDITORS:

Messrs D.S. Shukla & Co Chartered Accountants Mumbai (FirmRegistration No.000773C) were appointed as Statutory Auditors of the Company for a periodof five consecutive years at the ("AGM") of the Members held on September29 2018 on a remuneration mutually agreed upon by the Board of Directors and theStatutory Auditors.

Their appointment was subject to ratification by the Members at everysubsequent AGM held after the AGM held on September 29 2018. Pursuant to the amendmentsmade to Section 139 of the Act by the Companies (Amendment) Act 2017 effective from May7 2018 the requirement of seeking ratification of the Members for the appointment of theStatutory Auditors has been withdrawn from the Statute.

In view of the above ratification by the Members for continuance oftheir appointment at this AGM is not being sought. The Statutory Auditors have given aconfirmation to the effect that they are eligible to continue with their appointment andthat they have not been disqualified in any manner from continuing as Statutory Auditors.

AUDITORS' REPORT:

Messrs D.S. Shukla & Co Chartered Accountants Mumbai submittedtheir Audit Report for the Financial Year 2021-22 The auditor has qualified thefollowing points the reply of management to which is as under:

1. Amount of Rupees 694027883/- deposited by Company in Sahara -SEBI refund account in the matter of dispute in respect of repayment of Optionally FullyConvertible Debentures (OFCDs) by two group companies namely M/s Sahara India RealCorporation Limited & Sahara Housing Investment Corporation Limited. The management isconfident that 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.

Our Reply

Pursuant to the order of Hon'ble Supreme Court of IndiaRs.694027883/- has been transferred to Sahara-SEBI Refund account though the Companyis not related in any way with the dispute. The matter is sub judice in the Hon'bleSupreme Court of India and Management is fully confident that amount is fully recoverablehence no provisioning required. As the Company is not in any way involved in litigationsthe management is fully confident that amount transferred by order of Hon'ble SupremeCourt of India will be refunded back once the final order is being passed by Hon'bleSupreme Court of India.

DETAILS OF BOARD MEETINGS

During the financial year under review Four meetings of the Board ofDirectors were held details of which have been provided in the Corporate GovernanceReport.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act 2013the Board has appointed M/s C.P Shukla & Co. Company Secretaries Lucknow a firm ofCompany Secretaries in Practice to conduct Secretarial Audit of the Company for thefinancial year 2021-22. The Secretarial Audit Report for the financial year ended March312022 is annexed herewith marked as Annexure- 3 to this Report.

INTERNAL AUDITORS:

The Company has appointed M/s Harish Tibrewal & AssociatesChartered accountants Mumbai and M/s. Vimal Dixit & Associates Chartered accountantsLucknow as the Internal Auditors for the year 2021-22.

PUBLIC DEPOSITS:

The Company has not accepted any public deposit during the year underreview.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place Policy on Prevention Prohibition andRedressal of Sexual Harassment for women at workplace in accordance with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complain Committee (ICC) has been in place to redress complaintsreceived regarding Sexual Harassment. The policy has set guidelines on the redressal andenquiry process that is to be followed by the complainants and ICC while dealing withissues related to Sexual Harassment at workplace.

PARTICULARS REQUIRED UNDER COMPANIES (ACCOUNTS) RULES 2014:

Information required to be provided under Section 134(3) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014. Particulars of foreigncurrency earnings and outgo during the year are given as hereunder:

Foreign Currency Earnings (Accrual Basis) - Rs. Nil
Foreign Currency Expenditures (Accrual Basis) - Rs. Nil

CORPORATE GOVERNANCE:

Corporate Governance Guidelines as specified in the Listing Agreementwith Stock Exchanges is applicable to the Company from the Financial Year 2001-02. TheCompany has complied with the Guidelines of Corporate Governance and as required bySchedule V (C) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 a separate report on the Corporate Governance is forming part of this Annual Report.A Certificate by Practicing Company Secretary on the Compliance with the guidelines of theListing Agreement 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 theDirectors based on the representation received from the operating management confirmthat:-

(a) in the preparation of the Annual Accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures if any and there is no material departure from following the accountingStandards.

(b) they have in selection of accounting policies consulted theStatutory Auditors and have applied them consistently and made judgment and estimates thatare reasonable and prudent so as to give true and fair view of the state of affairs ofthe Company as at the end of the Financial Year and of the Profit or Loss of the Companyfor that period.

(c) they have taken proper and sufficient care to the best of theirknowledge and ability for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act 2013 for safeguarding the assets of the Companyand preventing and detecting fraud and other irregularities.

(d) they have prepared the Annual Accounts on a Going Concern basisand

(e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively.

(f) they had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

GENERAL

There have been no material changes and commitments which can affectthe financial position of the Company between the end of the financial year and the dateof this Report.

Statutory Auditors of the Company have not reported any incidentrelated to fraud during the financial year 2021-22 under Section 143(12) of the CompaniesAct 2013.

ACKNOWLEDGEMENTS:

Your Directors acknowledge with thanks the support and co-operationextended by the Investors

Bankers Business Associates and employees at all levels for theirvaluable patronage.

For and on behalf of the Board of Directors of

Sahara One Media and Entertainment Limited

A.K. Srivastava Rana Zia
(Director) (Whole Time Director)
DIN-02323304 DIN-07083262
Date: 13.08.2022
Place: Mumbai

.