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Sahara One Media and Entertainment Ltd.

BSE: 503691 Sector: Media
NSE: N.A. ISIN Code: INE479B01016
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NSE 05:30 | 01 Jan Sahara One Media and Entertainment Ltd
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VOLUME 3
52-Week high 50.15
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P/E
Mkt Cap.(Rs cr) 40
Buy Price 18.55
Buy Qty 7.00
Sell Price 0.00
Sell Qty 0.00
OPEN 18.55
CLOSE 18.55
VOLUME 3
52-Week high 50.15
52-Week low 17.65
P/E
Mkt Cap.(Rs cr) 40
Buy Price 18.55
Buy Qty 7.00
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 Thirty Seventh Annual Report of the Company togetherwith the Audited

Statement of Accounts for the year ended 31st March 2018.

FINANCIAL / OPERATIONAL RESULTS

FOR THE YEAR ENDED Year ended Year ended
31.03.2018 31.03.2017
Rs.(000) Rs. (000)
Total Income 30769.83 32463.62
Total expenses 303350.44 54000.59
Profit Before tax (272580.61) (21536.97)

THE YEAR UNDER REVIEW:

During the year under review the Company has incurred Net Loss of Rs (272580610) asagainst loss of

(21536970) during last fiscal 2016-2017.

DIVIDEND

With a view to conserve resources with the Company the Board of Directors has decidednot to

recommend any dividend for the Financial Year 2017- 2018.

CAPITAL ISSUE

During the financial year 2017-2018 the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity. As on March 312018 the paid-upEquity Share Capital of the Company is Rs. 215250000/-. Of the total paid up sharecapital of the Company 74.99 % is held by Promoters and Promoter Group and balance of25.01 % is held by persons other than Promoters and Promoter Group out of which majorityis in dematerialized form.

DIRECTORS:

SHRI R.S. Rathore

Shri R.S. Rathore Non-Executive Director is liable to retire by rotation at theensuing AGM pursuant to Section 152 and other applicable provisions if any of theCompanies Act 2013 read with the Companies (Appointment and Qualification of Directors)Rules 2014 (including any statutory modification(s) or reenactment(s) thereof for thetime being in force) the Articles of Association of the Company and being eligible hasoffered himself for re-appointment. Appropriate resolution for his re-appointment is beingplaced for the approval of the Members of the Company at the ensuing AGM. The brief resumeof the Director and other related information has been detailed in the Notice conveningthe 37th Annual General Meeting of the Company. The Board recommends his re-appointment asNon - Executive Independent Director of the Company.

Further the Board of Directors at their meeting held on August 14 2018 onrecommendation of Nomination and Remuneration Committee pursuant to Regulation 17(1A) ofthe Listing Regulations as amended on May 09 2018 and the applicable provisions of theCompanies Act 2013 if any read with Rules made there under (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) and subject to hisre-appointment at the ensuing Annual General Meeting considered and approved thecontinuation of Shri R.S. Rathore (DIN: 00265568) aged 82 years as Non- ExecutiveIndependent Director of the Company.

Appropriate resolution for the continuation of Shri R.S. Rathore as Non-ExecutiveIndependent Director is being placed for the approval of the Members of the Company at theensuing Annual General Meeting. The Board recommends his continuation as Non- ExecutiveIndependent Director of the Company.

SHRI BRIJENDRA SAHAY

The Board of Directors at their meeting held on August 14 2018 on recommendation ofNomination and Remuneration Committee pursuant to Regulation 17(1A) of the ListingRegulations as amended on May 09 2018 and the applicable provisions of the CompaniesAct 2013 if any read with Rules made there under (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) considered andapproved the continuation of Shri Brijendra Sahay (DIN: 00017600) aged 79 years as Non-Executive Independent Director of the Company.

Appropriate resolution for the continuation of Shri Brijendra Sahay as Non-ExecutiveIndependent Director is being placed for the approval of the Members of the Company at theensuing Annual General Meeting. The Board recommends his continuation as Non- ExecutiveIndependent Director of the Company.

SHRI J.N. ROY

The Board of Directors at their meeting held on August 14 2018 on recommendation ofNomination and Remuneration Committee pursuant to Regulation 17(1A) of the ListingRegulations as amended on May 09 2018 and the applicable provisions of the CompaniesAct 2013 if any read with Rules made there under (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) considered andapproved the continuation of Shri J.N. Roy (DIN:02132227) aged 82 years as Non-Executive Independent Director of the Company.

Appropriate resolution for the continuation of Shri J.N. Roy as Non-ExecutiveIndependent Director is being placed for the approval of the Members of the Company at theensuing Annual General Meeting. The Board recommends his continuation as Non- ExecutiveIndependent Director of the Company.

INDEPENDENT DIRECTORS:

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.

SUBSIDIARIES:

As on 31st March 2018 your Company has one subsidiary i.e Sahara Sanchaar Limited.

SAHARA SANCHAAR LIMITED

Sahara Sanchaar Limited is a Public Limited Company incorporated on 11/12/1997registered under jurisdiction of Registrar of Companies Kolkata having its registeredoffice at Sahara India Sadan 2A Shakespeare Sarani Kolkata 700071. Sahara SanchaarLimited has telecasting and broadcasting licence.

AUDITED FINANCIAL STATEMENTS OF THE SUBSIDIARY

The Audited Financial Statements the Auditors Report thereon and the Board's Reportwith applicable annexure for the year ended March 31 2018 for the Subsidiary Companiesare annexed along with the Annual Report.

Further a statement containing the salient features of our subsidiary in the prescribedformat AOC-1 is appended as Annexure-4 to the Board Report.

The Company has adopted a Policy for determining Material Subsidiaries in terms ofRegulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ('Listing Regulations'). The Policy asapproved by the Board is uploaded on the Company's website.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company is prepared in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Companies Act 2013 read with Rule 7 of the Companies(Accounts) Rules 2014 form part of the Annual Report and are reflected in theConsolidated Financial Statements of the Company.

The Annual Financial Statements of the subsidiary and related detailed information willbe kept at the Registered Office of the Company as also at the registered offices of therespective subsidiary company and will be available to investors seeking information atany time.

AUDIT COMMITTEE:

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 2002 29th July 2006 29th April 2008 30th June2009 2nd August 2011 and 8th February 2012. Shri R. S. Rathore is continuing as Chairmanof the Audit Committee since 10th March 2008. At present the Company has four Directors asmembers of Audit Committee viz. Shri R. S. Rathore Shri O.P. Srivastava Shri BrijendraSahay and Shri J. N. Roy and Company Secretary acts as Secretary to the Committee. Out offour committee members three are Independent Directors and one is Promoter Director. TheChairman of the Audit Committee is an independent Director which is in Compliance with theRegulations 18 of the Listing Obligation and Disclosure Requirement Regulations as well asSection 177 of the Companies Act 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. TheCommittee 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 2001 30thJanuary 2002 29th July 2006 23rd October 2008 21st March 2009 24th March 2010 and8th November 2012.

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/Investors. No Meetings of Stakeholders Relationship Committee of the Companywere held during the financial year 2017-2018.

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.

CORPORATE GOVERNANCE

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

at www.sahara-one.com.

CORPORATE SOCIAL RESPONSIBILITY:

As required under Companies Act 2013 Corporate Social Responsibility has been formedand constituted. However no amount has been transferred in view of loss incurred by theCompany for the Financial Year 2017-18.

EXTRACT OF ANNUAL 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

PERSONNEL:

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 marked as Annexure-2 to this Report.

NOMINATION & REMUNERATION POLICY:

The current policy is to have an appropriate mix of Executive Non-Executive andIndependent Directors to maintain the independence of the Board and separate its functionsof governance and management. As on March 31 2018 the Board comprised of Five Directorsof whom two are Non-Executive Non-Independent Directors and three Independent Directors.The policy of the Company on Directors appointment and remuneration including the criteriafor determining qualifications positive attributes independence of a Director and othermatters as required under Section 178(3) of the Companies Act 2013 is available on ourwebsite at www.sahara-one.com.

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) except investment made by the Company in SaharaSanchaar Limited by purchase of 18043478 (One Crore

Eighty Lakh Forty Three Thousand Four Hundred Seventy Eight) Equity Shares of facevalue of Rs. 10/- each (Rupees Ten Only) each at a consideration of Rs. 46/- considered tobe material significant related party transaction approval of which was sought byshareholders of the Company through postal ballot notice dated 08.11.2017. Companyreceived consent of shareholders dated 20.12.2017 intimation of which was duly made to BSELimited regarding completion of the aforesaid transaction. Details of the aforesaidtransaction are provided in AOC-2 in the prescribed format and annexed herewith marked asAnnexure-5 to this Report.

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. Details of the transactions with Related Parties are provided in theaccompanying financial statements.

The Company has adopted a Related Party Transactions Policy. The Policy as approved bythe Board is

uploaded on the Company's website.

KEY MANAGERIAL PERSONNEL

As required under Section 2(51) and Section 203 of the Companies Act 2013 the Companyhas noted that Mrs Rana Zia Whole Time Director Mr Prakash Chandra Tripathy as ChiefFinancial Officer Mr Sanjay Garg as Head Finance and Mr Sukhmendra Kumar are the KeyManagerial Personnel of the Company.

PARTICULARS OF LOANS INVESTMENTS GUARANTEES AND SECURITY PROVIDED

Details of loans guarantees investments and security provided pursuant to theprovisions of Section 186

of the Companies Act 2013 are provided in notes forming part of the financialstatements.

MECHANISM FOR EVALUATING BOARD MEMBERS

One of the key functions of the Board is to monitor and review the Board evaluationframework. The Board in consultation with the Nomination and Remuneration Committee laysdown the evaluation criteria for the performance evaluation of Executive/Non-Executive/Independent Directors. The questionnaire of the survey is a key part of the process ofreviewing the functioning and effectiveness of the Board and for identifying possiblepaths for improvement. The following are the criteria on the basis of which the Directorsare evaluated:

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 is encouraged to beprovided as a part of the survey.

BOARD EVALUATION

Schedule IV of Companies Act 2013 mandates that annual performance evaluation ofDirectors should be carried out by Independent Directors and annual performance evaluationof Independent Directors should be carried out by other Directors to the exclusion ofDirector 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 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.

STATUTORY AUDITORS:

Pursuant to Sections 139 142 and other applicable provisions if any of the CompaniesAct 2013 (the Act) and the Companies (Audit and Auditors) Rules 2014 (the Rules)(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce) M/s D.S Shukla & Co Chartered Accountants Mumbai having ICAI FirmRegistration No.000773C have offered themselves for appointment and have confirmed theireligibility to be appointed as Statutory Auditors in terms of provisions of Section 141of the Act to hold office from the conclusion of this Annual General Meeting until theconclusion of the 42nd Annual General Meeting of the Company i.e. Financial Year 2022-23.

In view of this the matter is being placed before the members to consider theappointment of M/s D. S. Shukla & Co. as Statutory Auditors of the Company as perrecommendation of the Board of Directors of the Company.

AUDITORS' REPORT:

M/s D. S. Shukla & Co. Statutory Auditors submitted their Audit Report for theFinancial Year 2017-

2018 The auditor has qualified the following points the reply of management to whichis as under:

1. 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.

Our Reply

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.

SECRETARIAL AUDITOR:

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 2017-18. The Secretarial Audit Report for the financial year ended March 31 2018 isannexed herewith marked as Annexure- 3 to this Report.

PUBLIC DEPOSITS:

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. Nil

Foreign Currency Expenditures (Accrual Basis) - Rs. 2535080

CORPORATE GOVERNANCE:

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 along with 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.

GENERAL

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 2017-18 to the Audit Committee or Board of Directors underSection 143(12) of the Companies Act 2013.

ACKNOWLEDGEMENTS:

Your Directors acknowledge with thanks the support and co-operation extended by theInvestors Bankers Business Associates and employees at all levels for their valuablepatronage.

For and on behalf of the Board of Directors of

Sahara One Media and Entertainment Limited

O. P. Srivastava Rana Zia
(Director) (Whole Time Director)
DIN- 00144000 DIN- 07083262
Place: Delhi
Date: 14.08.2018