sahara one media and entertainment ltd share price Directors report


To the Members,

Your Directors are submitting the Forty-second Annual Report of the Company together with the Audited

Financial Statements for the year ended 31st March, 2023.

FINANCIAL / OPERATIONAL RESULTS:

FOR THE YEAR ENDED

Year ended 31.03.2023 Year ended 31.03.2022
Rs (000) Rs (000)
Total Income 3,565.80 1326.22
Total expenses 10,842.66 28947.29
Profit Before tax (7,276.86) (27,621.07)

DURING THE YEAR UNDER REVIEW:

During the year (2022-23) under review, the Company has incurred Net Loss of Rs (7,276.86) as against loss of Rs (27,621.07) during last fiscal year 2021-22.

DIVIDEND

With a view to conserve resources with the Company, the Board of Directors has decided not to recommend any dividend for the Financial Year 2022-23.

CAPITAL ISSUE

During the financial year 2022-23, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2023 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.

DIRECTORS :

Shri A.K. Srivastava (DIN: 02323304) as Non-Executive and Non-Independent Director, is liable to retire by rotation at the ensuing Annual General Meeting, 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 re-enactment(s) thereof for the time being in force), being eligible has offered himself for re-appointment. Appropriate resolution for his reappointment is being placed for the approval of the Members of the Company at the ensuing Annual General Meeting. The brief resume of the Director and other related information has been appended as ANNEXURE-1 to the Notice convening the 42nd Annual General Meeting of the Company. The Board recommends his re-appointment as Non Executive and Non-Independent Director of the Company.

WOMAN DIRECTOR

In terms of Section 149 of Companies Act, 2013, the Company is required to have a woman director on its Board. Smt. Rana Zia, Whole time Director is already on the Board of the Company from November 13, 2020 and hence the Company fulfills the requirements of the said section.

INDEPENDENT DIRECTORS:

Appointment of Independent Director, Shri Bibek Roy Choudhary (DIN: 07663995):

Shri Brijendra Sahay, Non-Executive and Independent Director of the Company and Shri Bibek Roy Choudhary (DIN: 07663995) who is appointed as Non-Executive and Independent Director in the Board Meeting held on 11.07.2022 during the Financial Year 2022-23 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 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.saharaonemedia.com.

PERSONNEL:

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.

SECRETARIAL AUDITOR:

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 in its Board Meeting held on 15.11.2021 for a period of 3 years for the F.Y.s 2021-22, 2022-23 and 2023-24.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as

Annexure- 3 to the Board Report.

INTERNAL AUDITORS:

The Company has appointed M/s Harish Tibrewal & Associates, Chartered accountants, Mumbai as the Internal Auditors for the year 2022-23.

SUBSIDIARIES:

As on 31st March, 2023, 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 Boards Report for the year ended

March 31, 2023 for the subsidiary company are annexed along with the Annual Report.

Further a statement containing the salient features of our subsidiary in the prescribed format FORM 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 Companys 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.

KEY MANAGERIAL PERSONNEL (KMPS)

Mrs. Shivani Singh Yadav, Company Secretary of the Company has resigned in the Board Meeting held on 04.02.2023 and Mrs. Apoorva Gupta is appointed as the new Company Secretary of the Company w.e.f. 06/02/2023.

Thus, in terms of Section 2(51) and Section 203 of the Companies Act, 2013, Smt. Rana Zia, Whole time Director, Shri Prakash Chandra Tripathy, Chief Financial Officer and Mrs. Apoorva Gupta, Company Secretary are the key managerial personnel of the Company as on date of this report.

AUDIT COMMITTEE:

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.

In view of the demise of Shri J. N. Roy (DIN-02132227) and Shri R.S. Rathore (DIN-02132227) Independent Director on 12th May, 2021 and 19th January 2022 respectively, the Audit Committee has been re-constituted in the Audit Committee Meeting dated 11.07.2022 presently consisting three Directors as members of Audit Committee viz. Shri Brijendra Sahay, Shri Bibek Roy Choudhary, Shri A.K. Srivastava and Company Secretary acts as Secretary to the Committee. Out of three committee members, two are Independent Directors and one is Non-executive and Non-Independent 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. Shri Brijendra Sahay is Chairman of the Audit Committee since 11th July, 2022.

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.

In view of the demise of Shri J. N. Roy (DIN-02132227) and Shri R.S. Rathore (DIN-02132227) Independent Director on 12th May, 2021 and 19th January 2022 respectively, Shri Bibek Roy Choudhary is appointed as Non-Executive Independent Director in the Board Meeting held on 11.07.2022 and the Nomination and Remuneration Committee has been re-constituted in its Meeting dated 11.07.2022 presently consisting three Directors as its members viz. Shri Brijendra Sahay, Shri Bibek Roy Choudhary, Shri A.K. Srivastava and Company Secretary acts as Secretary to the Committee.

The Committee consists of following members at present:

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

Mrs. Apoorva Gupta, Company Secretary acts as Secretary / Convener of the committee.

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.

In view of the demise of Shri J.N. Roy and Shri R.S. Rathore Independent Director appointment of Shri Bibek Roy Choudhary in the meeting held on 11.07.2022 and the Committee has been re-constituted.

Following are the members of the committee at present:

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

Mrs. Apoorva Gupta, Company Secretary acts as Secretary of the committee.

During the period under review, the Company has not received any complaint from the

Shareholders/Investors.

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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The details of the vigil mechanism are mentioned in the Corporate Governance Report and also available

at website of the Company i.e., www.saharaonemedia.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 2022-23.

WEB LINK OF ANNUAL REPORT:

As per section 92(3) of Companies Act, 2013, every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Boards report. Thus, the last Annual return of the Company for the Financial Year 2021-22 is available on http://www.saharaonemedia.com/investors.html.

NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee of the Company review the composition of the Board, to ensure that there is an appropriate mix of abilities, experience and diversity to serve the interests of the shareholders of the Company.

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

The Policy ensures that (a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully; (b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. The Policy has been approved by the Nomination and Remuneration Committee and the Board.

The document as approved by the Board is available on the company website www.saharaonemedia.com.

RELATED PARTY TRANSACTIONS :

All Related Party Transactions that were entered into during the financial year were on an arms 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). There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations.

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.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is

uploaded on the Companys website.

Details of the transactions with Related Parties are provided in the accompanying financial statements. There were no transactions during the year which would require to be reported in Form AOC.2 appended as Annexure-5 to the Board Report.

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.

CORPORATE GOVERNANCE :

The Company has complied with the Corporate Governance Requirements, pursuant to Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the period and the Companies Act, 2013.

A report on Corporate Governance along with Certificate on its Compliance appended as Annexure-6 to the Board Report.

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.

BOARD EVALUATION :

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 Audito Rs Significant Audit Observation and the Follow up actions are reported to the Audit Committee. is not ascertainable. Further, on discussion with management, we came to know that a person fraudulently has withdrawn revenue accrued to the company by illegally uploading his own beneficiary account in AdSense account in YouTube Channel in place of company name (real beneficiary) as confirmed by the representor to YouTube on behalf of the company. The representor has suggested to file a police complain and has provided all details of the person illegally claiming companys YouTube Channel. The filings of police complain is under process as on the date of report.

6. The company is carrying investment in subsidiary at cost. The carrying amount of the investment in the subsidiary exceeds the carrying amount of the subsidiarys net assets including associated goodwill in the consolidated financial statements as on date. This situation triggers an impairment review but company has not tested its investment in subsidiary for impairment. Had impairment review done by the company, the loss of the company would have been higher than reported loss and value of investment would have been lower to the extent of such impairment.

7. The licence period of the media contents television rights given in earlier years to related party customer has expired but the company has not entered any new agreement while the contents are still being used by the customer. The management has replied that company is in talks with the party and fresh agreement with the party will be entered soon. Had this agreement was made; the revenue of the company would have been higher than the reported value.

Our Reply

1. Pursuant to the order of Honble 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 Honble Supreme Court of India will be refunded back once the final order is being passed by Honble Supreme Court of India.

2. Due to demise of two of the Companys Independent directors, The Board meeting for the December, 2021 and March, 2022 Quarters were adjourned sine die and intimation about the same was duly given to stock exchange and the un-signed Results were uploaded for the disclosure purpose. The duly convened Board meetings were held on 11.07.2022 after appointment of director. The delay was due to unavoidable and bonafide reasons and the request letter had been sent to BSE for granting exemption in Regulation 33 for the aforesaid period.

3. In reference to point 3: The Company is doing regular follow up of the same is being done by the Management officials and Company is confident of recovering the same amount with interest, hence no provisioning required.

4. The Bank Accounts become dormant because of non-compliance of KYC as the satisfaction of the Bank. The Bank Balance is negligible amounting to Rs 19.54 Thousand. The Company shall take step for closure of Bank Account and alternatively will get the KYC compliant.

5. The Management of the Company is under discussion to evaluate the matter and state the action to be taken in the You tube online content matter in the subsequent board meeting.

6. The matter is being taken in Sahara Sanchaar Limited, the subsidiary of the Company to ensure the Bank Confirmation Certificate after due KYC compliances as per the guidelines issued by the RBI. Alternatively, initiate for getting the account closed, if not required.8. As intimated to Statutory Auditor during Audit, the Company is negotiating with the customer/parties for execution of fresh agreements for amortisation of television at a higher value which is taking time.

However, the process is expected to be completed shortly.

STATUTORY AUDITORS:

Messrs D.S. Shukla & Co, Chartered Accountants, Mumbai (Firm Registration No.000773C) were appointed as Statutory Auditors of the Company for a period of five consecutive years from the ("AGM") of the Members held on September 29, 2018 till the conclusion of 42nd AGM of the Company to be held in the F.Y. 2023-24.

M/s Gupta Rustagi & Co, Chartered Accountants, Mumbai having ICAI Firm Registration No. 128701W have given their consent dated 08.05.2023 to be appointed as Statutory Auditor of the Company and to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the 47th Annual General Meeting of the Company i.e. Financial Year 2027-28 at a remuneration as may be decided by the Board of Directors of the Company. The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Audito.

AUDITORS REPORT:

Messrs D.S. Shukla & Co, Chartered Accountants, Mumbai, submitted their Audit Report for the Financial Year 2022-23 , The Auditor has qualified the following points, the reply of management to which is as under:

1. The matter of deposit of Rupees 694,027.88 Thousand to 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 with Security and Exchange Board of India (SEBI).The Honourable Supreme Court of India vide its order dated 21-11-2013 had directed that Sahara Group of Companies shall not part with movable and immovable properties and accordingly ‘SEBI has seized the companys Fixed Deposit and Non-Current Investment. Subsequent to this, Honble Supreme Court vide its order dated 4th June, 2014 has directed to defreeze the Fixed Deposit account of the company subject to condition that total proceeds would be transferred to special account opened by the ‘SEBI. However, the matter is pending at Honourable Supreme Court of India; we are unable to comment on the consequential impact, if any, of the same on the financial result of the company.

2. Due to certain non-compliance of regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Securities and Exchange Board of India (SEBI) has initiated penal actions as per circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 (SEBI SOP Circular) and has levied fines and the trading of the shares of the company has been suspended since long and in further action the SEBI may freeze Demat account of Promoters.

3. The long pending content advances of Rupees 1,91,600 Thousand given to producers/film houses/actors for acquisition/development Film content/rights. There is substantial delay in completion of the projects. Companys ability to materialise content advances into the film rights for exploitation is dependent on its funding the balance commitment agreed under the contracts. In view of the above and financial position of the company, recoverability of content advance or its materialization into film rights is doubtful. However as per agreement, the co-producer has agreed to pay the entire amount and in case of default, his entire IPR and negative rights of the movie will be transferred to the company.

4. The bank balance confirmation of bank accounts having book balance of Rupees 19.54 Thousand as on 31-03-2023 could not be obtained as these accounts are in dormant status. Had balance confirmations been received, there may have been additional adjustments required to the financial result which are not determinable, at this stage.

5. The online digital channel of the company was fully operational on Youtube.com but company has not received any revenue for more than three years due to non-compliance of certain formalities. No details regarding accrued revenue are available therefore impact on financials of the company

7. As intimated to Statutory Auditor during Audit, the Company is negotiating with the customer/parties for execution of fresh agreements for amortisation of television at a higher value which is taking time. However, the process is expected to be completed shortly.

DETAILS OF BOARD MEETINGS :

During the financial year under review, Four meetings of the Board of Directors were held, details of which have been provided in the Corporate Governance 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 Sexual Harassment 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 Harassment. 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 (ACCOUNTS) RULES, 2014:

Information required to be provided under Section 134(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. 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 Nil

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.

GENERAL

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 2022-23 under Section 143(12) of the Companies Act, 2013.

ACKNOWLEDGEMENTS:

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

A.K. Srivastava

Rana Zia

(Director)

(Whole Time Director)

DIN-02323304

DIN- 07083262

3/214, Vibhav Khand,

Flat No. 501/507,

Near Kathauta Chauraha,

Chapel Road, Near Udai Clinic,

Gomtinagar, Lucknow-226010.

Nampally, Hyderabad-500001.

Date: 11.08.2023

Place: Lucknow