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Sahara One Media and Entertainment Ltd.

BSE: 503691 Sector: Media
NSE: N.A. ISIN Code: INE479B01016
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VOLUME 20
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P/E
Mkt Cap.(Rs cr) 23
Buy Price 11.41
Buy Qty 135.00
Sell Price 11.41
Sell Qty 1.00
OPEN 10.87
CLOSE 10.87
VOLUME 20
52-Week high 19.95
52-Week low 8.95
P/E
Mkt Cap.(Rs cr) 23
Buy Price 11.41
Buy Qty 135.00
Sell Price 11.41
Sell Qty 1.00

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

Company director report

To the Members

Your Directors are submitting the Thirty Eighth Annual Report of the Company togetherwith the Audited Statement of Accounts for the year ended 31st March 2019.

FINANCIAL / OPERATIONAL RESULTS

FOR THE YEAR ENDED Year ended Year ended
31.03.2019 31.03.2018
Rs.(000) Rs. (000)
Total Income 7175.11 30769.83
Total expenses 66648.82 303350.44
Profit Before tax (59473.71) (272581.05)

THE YEAR UNDER REVIEW:

During the year (2018-19) under review the Company has incurred Net Loss of Rs(5947371) as against loss of (27258105) during last fiscal 2017-2018.

DIVIDEND

The Company has incurred Loss during the current financial year so with a view toconserve resources with the Company the Board of Directors has decided not to recommendany dividend for the Financial Year 2018- 2019.

CAPITAL ISSUE

During the financial year 2018-2019 the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity. As on March 312019 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 :

ShriBrijendraSahay Non-Executive Independent Director is liable to retire by rotationat the ensuing Annual General Meeting pursuant to Section 152 and other applicableprovisions if any of the Companies Act 2013 read with the Companies (Appointment andQualification of Directors) Rules 2014 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) the Articles of Association of theCompany and being eligible has offered himself for re-appointment. Appropriate resolutionfor his re-appointment is being placed for the approval of the Members of the Company atthe ensuing Annual General Meeting. The brief resume of the Director and other relatedinformation has been detailed in the Notice convening the 38th Annual General Meeting ofthe Company. The Board recommends his re-appointment as Non – Executive IndependentDirector of the Company.

The members keeping in view of his regularity in attending Board Meeting and AuditCommittee has already approved his appointment as Director of the Company in the AnnualGeneral Meeting held on 27 September 2018 pursuant to provisions of Regulation 17 (1A) ofthe Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 which provides the specific approval for appointment of Director throughspecial resolution if the age exceeds 75 years.

During the year Shri O.P. Srivastava Director of the Company has resigned from thepost of Directorship of the Company w.e.f. 12.02.2019.

Shri A.K. Srivastava has been appointed as an Additional Director with effect from07.08.2019.

WOMAN DIRECTOR

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.

INDEPENDENT DIRECTORS:

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 appointed as Independent Non-Executive Directors to hold office for fiveconsecutive years by the Members of the Company in the 33rd Annual General Meeting held on26th September 2014. They are eligible for reappointment as Independent Directors foranother term of five consecutive years.

Pursuant to the provisions of the Act based on the recommendation of the Nominationand Remuneration Committee the Board recommends for the approval of the Members throughSpecial Resolution at the ensuing Annual General Meeting the re-appointment of Shri R.S.Rathore Shri Brijendra Sahay and Shri J.N. Roy as Independent Directors for another fiveconsecutive years from 1st April 2019 upto 31st March 2024.

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(Listing Obligations 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 31 March 2019 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 2019 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 30 January 2001 and furtherre-constituted the same on 29 June 2002 29 July 2006 29 April 2008 30 June 2009 2August 2011 and 8 February 2012. Shri R. S. Rathore is continuing as Chairman of the AuditCommittee since 10 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 7 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 Promoter Director. The Chairman of the Audit Committee is an independentDirector which is in Compliance with the Regulations 18 of the Listing Obligation andDisclosure Requirement Regulations as well as Section 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 26 August 2009 (pursuant to the requirementof Schedule XIII of Companies Act 1956) to deal with matters related to managerialremuneration of Company as may be required from time to time. The Committee was re-namedas "Nomination and Remuneration Committee" pursuant to Section 178 of theCompanies Act 2013 by the Board at its meeting held on 11 August 2014.

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 7 August 2019 the Committee has been re-constituted.

The Committee consists of following members at present:

Shri R. S. Rathore Chairman
Shri A.K. Srivastava Member
ShriBrijendraSahay 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 10 March2000 which was later renamed as Shareholders and Investors Grievances Committee which wasfurther renamed as Stakeholders Relationship Committee as pursuant to Section 178 of theCompanies Act 2013 and was further re-constituted on 3 April 2001 30 January 2002 29July 2006 23 October 2008 21 March 2009 24 March 2010 and 8 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 7 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
ShriBrijendraSahay 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.

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 2018-19.

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 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 be reported in FormAOC.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.

Shri Sukhmendra Kumar who was appointed as Company Secretary on November 14 2015resigned from the Company during the year with effect from November 12 2018 due to hispersonal reasons.

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.

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 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.

STATUTORY AUDITORS:

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.

AUDITORS' REPORT:

Messrs D.S. Shukla& Co Chartered Accountants Mumbai submitted their Audit Reportfor the Financial Year 2018-2019 The auditor has qualified the following points thereply of management to which is as under:

1. Amount of Rupees 694027883/- deposited by Company in Sahara –SEBI refundaccount in 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 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.

2. The company has prepared financial statements on a going concern basisnotwithstanding the fact that the major customer of the company has terminated the programpurchase agreement which was main source of income of the Company the company does nothave sufficient fund to pay its creditors recovery from debtors is pending since longadvances given for movie production has stuck with the parties as company is unable toinvest further fund and revenue from operation has reached to negligible level. Theseevents cast significant doubt on the ability of the Company to continue as a goingconcern. The financial statements do not adequately disclose these matters.

Our Reply

Due to huge amount of deposit with Security and Exchange Board of India in the matterof two group companies and termination of agreement with major customer the revenue ofthe Company has impacted badly because due to these two major events the Company is facingworking capital problem. However Management of the Company making their best effort torevive the situation and in this connection several major decision like diversify thebusiness segment by making investment in a company having earth station and Televisionbroadcasting license and approaching debtors for realization of debts and arranging fundsto revive movie/program productions etc have been taken by the Company. The Management ofthe Company is confident that situation will improve in coming years and accordinglyfinancials have been prepared considering company as going concern.

3. The bank balance confirmation of bank accounts having book balance of Rs. 3303.02Thousand as on 31-03-2019 could not be obtained as these accounts are in dormant status.Had balance confirmations been received there may have been additional adjustmentsrequired to the financial statement which are not determinable at this stage.

Our Reply

The Company is taking necessary steps to revive the aforesaid account and the balanceconfirmation shall be provided to the Auditor after the completion of procedural work.

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.

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 2018-19. The Secretarial Audit Report for the financial year ended March 31 2019 isannexed herewith marked as Annexure- 3 to this Report.

INTERNAL AUDITORS:

The Company has appointed M/s. Vimal Dixit & Associates Chartered accountantsLucknow as the Internal Auditors for the year 2019-20.

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 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.

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 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.

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 2018-19 under Section 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

A.K. Srivastava Rana Zia
(Director) (Whole Time Director)
DIN-02323304 DIN- 07083262
Date: 07.08.2019
Place: Lucknow