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The Directors are submitting the Thirty Seventh Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2018.
FINANCIAL / OPERATIONAL RESULTS
FOR THE YEAR ENDED
Year ended 31.03.2018 Rs.(000)
Year ended 31.03.2017 Rs. (000)
Profit Before tax
THE YEAR UNDER REVIEW:
During the year under review, the Company has incurred Net Loss of Rs (27,25,80,610) as against loss of (2,15,36,970) during last fiscal 2016-2017.
With a view to conserve resources with the Company, the Board of Directors has decided not to recommend any dividend for the Financial Year 2017- 2018.
During the financial year 2017-2018 the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31,2018 the paid-up Equity Share Capital of the Company is Rs. 21,52,50,000/-. Of the total paid up share capital of the Company, 74.99 % is held by Promoters and Promoter Group, and balance of 25.01 % is held by persons other than Promoters and Promoter Group out of which majority is in dematerialized form.
SHRI R.S. Rathore
Shri R.S. Rathore, Non-Executive Director, is liable to retire by rotation at the ensuing AGM, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force), the Articles of Association 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 the Members of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the 37th Annual General Meeting of the Company. The Board recommends his re-appointment as Non - Executive Independent Director of the Company.
Further, the Board of Directors at their meeting held on August 14, 2018, on recommendation of Nomination and Remuneration Committee pursuant to Regulation 17(1A) of the Listing Regulations, as amended on May 09, 2018 and the applicable provisions of the Companies Act, 2013, if any, read with Rules made there under (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and subject to his re-appointment at the ensuing Annual General Meeting, considered and approved the continuation of Shri R.S. Rathore (DIN: 00265568), aged 82 years as, Non- Executive Independent Director of the Company.
Appropriate resolution for the continuation of Shri R.S. Rathore, as Non-Executive Independent Director is being placed for the approval of the Members of the Company at the ensuing Annual General Meeting. The Board recommends his continuation as Non- Executive Independent Director of the Company.
SHRI BRIJENDRA SAHAY
The Board of Directors at their meeting held on August 14, 2018, on recommendation of Nomination and Remuneration Committee pursuant to Regulation 17(1A) of the Listing Regulations, as amended on May 09, 2018 and the applicable provisions of the Companies Act, 2013, if any, read with Rules made there under (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) considered and approved 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-Executive Independent Director is being placed for the approval of the Members of the Company at the ensuing Annual General Meeting. The Board recommends his continuation as Non- Executive Independent Director of the Company.
SHRI J.N. ROY
The Board of Directors at their meeting held on August 14, 2018, on recommendation of Nomination and Remuneration Committee pursuant to Regulation 17(1A) of the Listing Regulations, as amended on May 09, 2018 and the applicable provisions of the Companies Act, 2013, if any, read with Rules made there under (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) considered and approved 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-Executive Independent Director is being placed for the approval of the Members of the Company at the ensuing Annual General Meeting. The Board recommends his continuation as Non- Executive Independent Director of the Company.
Shri R.S Rathore, Shri J.N Roy and Shri Brijendra Sahay, the Independent Directors of the Company have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided in Sub -Section 149(6) and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.
The Company arranged familiarisation programmes for the Independent Directors. Independent Directors have already been informed about their duties, rights, responsibilities and Code of Conduct including various recent changes of the Companies Act, 2013 in the Board Meeting of the Company. The details of familiarisation program for Independent Directors are available on the website of the Company at-www.sahara-one.com.
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 11/12/1997 registered under jurisdiction of Registrar of Companies, Kolkata having its registered office at Sahara India Sadan, 2A, Shakespeare Sarani, Kolkata 700071. Sahara Sanchaar Limited has telecasting and broadcasting licence.
AUDITED FINANCIAL STATEMENTS OF THE SUBSIDIARY
The Audited Financial Statements, the Auditors Report thereon and the Board''s Report with applicable annexure for the year ended March 31, 2018 for the Subsidiary Companies are annexed along with the Annual Report.
Further a statement containing the salient features of our subsidiary in the prescribed format AOC-1 is appended as Annexure-4 to the Board Report.
The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''). The Policy, as approved 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 the accounting principles generally accepted in India, including the Accounting Standards specified 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 the Consolidated Financial Statements of the Company.
The Annual Financial Statements of the subsidiary and related detailed information will be kept at the Registered Office of the Company, as also at the registered offices of the respective subsidiary company and will be available to investors seeking information at any time.
The Board of Directors of the Company constituted a committee of Directors (in Compliance with Regulations 18 of the SEBI Listing Obligation and Disclosure Requirement Regulations) known as Audit Committee in its meeting held on 30th January 2001 and further re-constituted the same on 29th June 2002, 29th July 2006, 29th April 2008, 30th June 2009, 2nd August 2011 and 8th February 2012. Shri R.
S. Rathore is continuing as Chairman of the Audit Committee since 10th March 2008. At present the Company has four Directors as members of Audit Committee viz. Shri R. S. Rathore, Shri O.P. Srivastava, Shri Brijendra Sahay and Shri J. N. Roy and Company Secretary acts as Secretary to the Committee. Out of four committee members, three are Independent Directors and one is Promoter Director. The Chairman of the Audit Committee is an independent Director which is in Compliance with the Regulations 18 of the Listing Obligation and Disclosure 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 as Remuneration Committee in its meeting held on 26th August, 2009 (pursuant to the requirement of Schedule XIII of Companies Act, 1956) to deal with matters related to managerial remuneration of Company as may be required from time to time. 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 11th August, 2014. The Committee consists of following members at present:
Shri R. S. Rathore Chairman
Shri O.P. Srivastava Member
Shri Brijendra Sahay Member
Shri J. N. Roy Member
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Board of Directors of Company had constituted Share Transfer Committee on 10th March, 2000 which was later renamed as Shareholders and Investors Grievances Committee which was further renamed as Stakeholders Relationship Committee as pursuant to Section 178 of the Companies Act, 2013 and was further re-constituted on 3rd April, 2001, 30th January, 2002, 29th July, 2006, 23rd October, 2008, 21st March 2009, 24th March 2010 and 8th 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 the Shareholders/Investors. No Meetings of Stakeholders Relationship Committee of the Company were held during the financial year 2017-2018.
The Stakeholders Relationship Committee Meetings are held whenever required in case the grievances of investors stand unresolved by the Registrar and Share Transfer Agent of Company M/s Link Intime India Pvt. Ltd.
The Company has complied with the Corporate Governance Requirements, as stipulated under the various regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013. A report on Corporate Governance 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 Corporate Governance Report and also available at www.sahara-one.com.
CORPORATE SOCIAL RESPONSIBILITY:
As required under Companies Act, 2013, Corporate Social Responsibility has been formed and constituted. However no amount has been transferred in view of loss incurred by the Company for the Financial Year 2017-18.
EXTRACT OF ANNUAL RETURN:
The information required under Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return of the Company in prescribed format is annexed herewith marked as Annexure-1 to this Report
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith marked as Annexure-2 to this Report.
NOMINATION & REMUNERATION POLICY:
The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2018, the Board comprised of Five Directors, of whom two are Non-Executive Non-Independent Directors and three Independent Directors. The policy of the Company on Directors appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under Section 178(3) of the Companies Act, 2013 is available on our website at www.sahara-one.com.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations (erstwhile Listing Agreement entered into with the Stock Exchanges) except investment made by the Company in Sahara Sanchaar Limited by purchase of 1,80,43,478 (One Crore Eighty Lakh Forty Three Thousand Four Hundred Seventy Eight) Equity Shares of face value of Rs. 10/each (Rupees Ten Only) each at a consideration of Rs. 46/- considered to be material significant related party transaction, approval of which was sought by shareholders of the Company through postal ballot notice dated 08.11.2017. Company received consent of shareholders dated 20.12.2017 intimation of which was duly made to BSE Limited regarding completion of the aforesaid transaction. Details of the aforesaid transaction are provided in AOC-2 in the prescribed format and annexed herewith marked as Annexure-5 to this Report.
All Related Party Transactions are placed before the Audit Committee for approval. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. Details of the transactions with Related Parties are provided in the accompanying financial statements.
The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the 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 Company has noted that Mrs Rana Zia, Whole Time Director, Mr Prakash Chandra Tripathy as Chief Financial Officer, Mr Sanjay Garg as Head Finance and Mr Sukhmendra Kumar are the Key Managerial Personnel of the Company.
PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITY PROVIDED
Details of loans, guarantees, investments and security provided pursuant to the provisions of Section 186 of the Companies Act, 2013, are provided in notes forming part of the financial statements.
MECHANISM FOR EVALUATING BOARD MEMBERS
One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board in consultation with the Nomination and Remuneration Committee lays down 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 of reviewing the functioning and effectiveness of the Board and for identifying possible paths 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 be provided as a part of the survey.
Schedule IV of Companies Act, 2013 mandates that annual performance evaluation of Directors should be carried out by Independent Directors and annual performance evaluation of Independent Directors should be carried out by other Directors to the exclusion of Director being evaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report which forms part of the Annual Report. 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, size and complexity of the Business and Operations. They are routinely tested and certified by Internal Auditors. Significant Audit Observation and the Follow up actions are reported to the Audit Committee.
Pursuant to Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 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 in force), M/s D.S Shukla & Co, Chartered Accountants, Mumbai having ICAI Firm Registration No.000773C, have offered themselves for appointment and have confirmed their eligibility to be appointed as Statutory Auditors, in terms of provisions of Section 141 of the Act, to hold office from the conclusion of this Annual General Meeting until the conclusion 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 the appointment of M/s D. S. Shukla & Co., as Statutory Auditors of the Company as per recommendation of the Board of Directors of the Company.
M/s D. S. Shukla & Co., Statutory Auditors, submitted their Audit Report for the Financial Year 2017-2018 , The auditor has qualified the following points, the reply of management to which is as under:
1. Amount of Rupees 69,40,27,883/- deposited by company in Sahara -SEBI refund account in the matter of dispute in respect of repayment of Optionally Fully Convertible Debentures (OFCDs) by two group companies, namely M/s Sahara India Real Corporation Limited & Sahara Housing Investment Corporation Limited. The management is confident that company will get back this amount with interest. However, in absence of any convincing evidence we are unable to ascertain whether this amount is fully recoverable or not and its further impact, if any, that may arise in case if this amount is subsequently determined to be doubtful of recovery.
Pursuant to the order of Hon''ble Supreme Court of India Rupees. 69,40,27,883/- has been transferred to Sahara-SEBI Refund account, though the Company is not related in any way with the dispute. The matter is subjudice in Supreme Court and Management is fully confident that amount is fully recoverable hence no provisioning required. As the Company is not in any way involved in litigations the management is fully confident that amount transferred by order of Hon''ble Supreme Court of India will be refunded 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, Five meetings of the Board of Directors were held, 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 has appointed M/s C.P Shukla & Co., Company Secretaries, Lucknow, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure- 3 to this Report.
The Company has not accepted any public deposit during the year under review.
POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place, Policy on Prevention, Prohibition and Redressal of Sexual Harrasement for women at workplace in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complain Committee (ICC) has been in place to redress complaints received regarding Sexual Harrasement. The policy has set guidelines on the redressal and enquiry process that is to be followed by the complainants and ICC, while dealing with issues related to Sexual Harassment at workplace.
PARTICULARS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS), RULES, 1988:
Information required to be provided under Section 134(3) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 in relation to Conservation of energy and technology absorption are currently not applicable to the Company. Particulars of foreign currency earnings and outgo during the year are given as hereunder:
Foreign Currency Earnings (Accrual Basis) - Rs. Nil
Foreign Currency Expenditures (Accrual Basis) - Rs. 25,35,080
Corporate Governance Guidelines as specified in the Listing Agreement with Stock Exchanges is applicable to the Company from the Financial Year 2001-02. The Company has complied with the Guidelines of Corporate Governance and as required by Schedule V (C) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 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 the Listing 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, the Directors, based on the representation received from the operating management, confirm that:-
(a) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any, and there is no material departure from following the accounting Standards.
(b) they have, in selection of accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgment and estimates that are reasonable and prudent, so as to give true and fair view of the state of affairs of the Company as at the end 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 and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and preventing 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 and that such internal financial controls are adequate and were operating effectively.
(f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
There have been no material changes and commitments, which can affect the financial position 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 fraud during the financial year 2017-18 to the Audit Committee or Board of Directors under Section 143(12) of the Companies Act 2013.
Your Directors acknowledge with thanks the support and co-operation extended by the Investors, Bankers, Business Associates and employees at all levels for their valuable patronage.
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