To the Members
Your Directors are submitting the Thirty Ninth Annual Report of the Company togetherwith the Audited Statement of Accounts for the year ended 31st March 2020.
FINANCIAL / OPERATIONAL RESULTS
|FOR THE YEAR ENDED ||Year ended 31.03.2020 ||Year ended 31.03.2019 |
| ||Rs.(000) ||Rs. (000) |
|Total Income ||4956.02 ||7175.11 |
|Total expenses ||63566.99 ||66648.82 |
|Profit Before tax ||(58610.97) ||(59473.71) |
THE YEAR UNDER REVIEW:
During the year (2019-20) under review the Company has incurred Net Loss of Rs(58610.97) as against loss of (5947371) during last fiscal 2018-2019.
With a view to conserve resources with the Company the Board of Directors has decidednot to recommend any dividend for the Financial Year 2019-2020.
During the financial year 2019-2020 the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity. As on March 312020 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.
Shri A.K. Srivastava Non-Executive Non-Independent Director is liable to retire byrotation at the ensuing Annual General Meeting pursuant to Section 152 and otherapplicable provisions if any of the Companies Act 2013 read with the Companies(Appointment and Qualification of Directors) Rules 2014 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) the Articles ofAssociation of the Company and being eligible has offered himself for re-appointment.Appropriate resolution for his re-appointment is being placed for the approval of theMembers of the Company at the ensuing Annual General Meeting. The brief resume of theDirector and other related information has been detailed in the Notice convening the 39thAnnual General Meeting of the Company. The Board recommends his re-appointment as Non -Executive Non-Independent Director of the Company.
In terms of Section 149 of Companies Act 2013 the Company is required to have a womandirector on its Board. Mrs. Rana Zia Whole time Director is already on the Board of theCompany from November 14 2015 and hence the Company fulfills the requirements of the saidsection.
Pursuant to the provisions of the Companies Act 2013 ("the Act") and Clause49 of the erstwhile Listing Agreement Shri R.S. Rathore Shri Brijendra Sahay and ShriJ.N. Roy were re-appointed as Independent Non-Executive Directors to hold office for fiveconsecutive years from 1st April 2019 upto 31st March 2024 by the Members of the Companyin the 38th Annual General Meeting held on 30th September 2019.
Shri R.S Rathore Shri J.N Roy andShriBrijendraSahay the Independent Directors of theCompany have submitted the Declaration of Independence as required pursuant to Section149 (7) of the Companies Act 2013 stating that they meet the criteria of Independence asprovided in Sub -Section 149(6) and Regulation 16 of the SEBI (Listing Obligations andDisclosure 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.
As on 31st March 2020 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 312020 for the Subsidiary Companies areannexed 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) 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.
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.
In view of the resignation of Shri O.P. Srivastava Non Executive Non- IndependentDirector and appointment of Shri A.K. Srivastava as an Additional Director in the BoardMeeting held on 7th August 2019. The Audit Committee has been re-constituted presentlyconsisting four Directors as members of Audit Committee viz. Shri R. S. Rathore Shri A.K.Srivastava Shri Brijendra Sahay and Shri J. N. Roy and Company Secretary acts asSecretary to the Committee. Out of four committee members three are Independent Directorsand one is Non-executive and Non- Independent Director. The Chairman of the AuditCommittee is an independent Director which is in Compliance with the Regulations 18 of theListing Obligation and Disclosure Requirement Regulations as well as Section 177 of theCompanies 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.
The Committee consists of following members at present:
|Shri Brijendra Sahay ||Chairman |
|Shri A.K. Srivastava ||Member |
|Shri R.S. Rathore ||Member |
|Shri J. N. Roy ||Member |
Ms. Shivani Singh Yadav Company Secretary acts as Secretary / Convener of thecommittee.
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 2002 29th July 2006 23rd October 2008 21st March 2009 24th March 2010 and8th November 2012.
In view of the resignation of Shri O.P. Srivastava Non Executive Non- IndependentDirector and appointment of Shri A.K. Srivastava as an Additional Director in the BoardMeeting held on 7th August 2019 the Committee has been re-constituted.
Following are the members of the committee at present:
|Shri A.K. Srivastava ||Chairman |
|Shri R.S. Rathore ||Member |
|Shri Brijendra Sahay ||Member |
|Shri J. N. Roy ||Member |
Ms. Shivani Singh Yadav Company Secretary acts as Secretary / Convener of thecommittee.
During the period under review the Company has not received any complaint from theShareholders/Investors.
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 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 2019-20.
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
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 AND REMUNERATION POLICY
The Nomination and Remuneration Committee of the Company review the composition of theBoard to ensure that there is an appropriate mix of abilities experience and diversityto serve the interests of the shareholders of the Company.
In accordance to Section 178 of Companies Act 2013 the Nomination and RemunerationPolicy was formulated to govern the terms of nomination appointment and remuneration ofDirectors Key Managerial and Senior Management Personnel of the Company.
The Policy ensures that (a) the level and composition of remuneration is reasonable andsufficient to attract retain and motivate directors of the quality required to run theCompany successfully; (b) relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and (c) remuneration to directors key managerialpersonnel and senior management involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of theCompany and its goals. The Policy has been approved by the Nomination and RemunerationCommittee and the Board.
The document as approved by the Board is available on the Company Websitewww.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). There were no materially significant Related PartyTransactions made by the Company during the year that would have required Shareholderapproval under the 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 (KMPS)
In terms of Section 2(51) and Section 203 of the Companies Act 2013 Smt. Rana ZiaWhole time Director Shri Prakash Chandra Tripathy Chief Financial Officer and Ms.Shivani Singh Yadav Company Secretary are the key managerial personnel of the Company ason date of this report.
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 partof the financial statements.
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 Directors are 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.
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 was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe Corporate Governance Report which forms part of the Annual Report. The Board approvedthe evaluation process results as collated by the Nomination & Remuneration Committeeof 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.
Messrs D.S. Shukla& Co Chartered Accountants Mumbai (Firm RegistrationNo.000773C) were appointed as Statutory Auditors of the Company for a period of fiveconsecutive years at the ("AGM") of the Members held on September 29 2018 on aremuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.
Their appointment was subject to ratification by the Members at every subsequent AGMheld after the AGM held on September 29 2018. Pursuant to the amendments made to Section139 of the Act by the Companies (Amendment) Act 2017 effective from May 7 2018 therequirement of seeking ratification of the Members for the appointment of the StatutoryAuditors has been withdrawn from the Statute.
In view of the above ratification by the Members for continuance of their appointmentat this AGM is not being sought. The Statutory Auditors have given a confirmation to theeffect that they are eligible to continue with their appointment and that they have notbeen disqualified in any manner from continuing as Statutory Auditors.
Messrs D.S. Shukla & Co Chartered Accountants Mumbai submitted their AuditReport for the Financial Year 2019-2020 The auditor has qualified the following pointsthe reply of management to which is 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.
Pursuant to the order of Hon'ble Supreme Court of India Rs.694027883/- has beentransferred to Sahara-SEBI Refund account though the Company is not related in any waywith the dispute. The matter is sub judice in the Hon'ble Supreme Court of India andManagement is fully confident that amount is fully recoverable hence no provisioningrequired. As the Company is not in any way involved in litigations the management is fullyconfident that amount transferred by order of Hon'ble Supreme Court of India will berefunded back once the final order is being passed by Hon'ble Supreme Court of India.
DETAILS OF BOARD MEETINGS
During the financial year under review Four 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 2019-20. The Secretarial Audit Report for the financial year ended March 312020 isannexed herewith marked as Annexure- 3 to this Report.
The Company has appointed M/s Harish Tibrewal & Associates Chartered accountantsMumbai and M/s. Vimal Dixit & Associates Chartered accountants Lucknow as theInternal Auditors for the year 2019-20.
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 SexualHarassment 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 Harassment. 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 (ACCOUNTS) RULES 2014:
Information required to be provided under Section 134(3) of the Companies Act 2013read with Companies (Accounts) Rules 2014. 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. 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 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.
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 2018-19 under Section 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 for their valuablepatronage.