DIRECTORS' REPORT TO THE MEMBERS, Your Directors are submitting the Thirty Fourth Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2015 THE YEAR UNDER REVIEW During the year under review, the company has incurred Net Loss of Rs. 329.21 million as against profit of Rs. 17.84 million during last fiscal 2013-2014. The aforesaid loss occurred mainly due to substantial fall of about 71.39% in Income from Operations particularly Revenue from Television to Rs. 261.40 million as compared to Rs. 913.74 million during the previous financial year 2013-2014. 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 2014- 2015. CAPITAL ISSUE Company has not made any issue of shares during the reporting period; hence the equity capital of the Company stands the same at Rs. 21,52,50,000/-. SAHARA ONE Sahara One is Sahara One Media and Entertainment Limited's flagship brand in the GEC space in India and is a 24-hour Hindi entertainment channel. It offers its viewers a colorful and vast spectrum of emotions through its wide range of programming. We believe, Sahara TV is dedicated to promoting 'Cohesive viewing', through programmes like 'Jai Jai Jai Bajrangbali', 'Jhilmil Sitaron Ka Aangan Hoga', 'Rishton Ke Bhanwar Mein Uljhi... Niyati- season 2', 'Ghar Aaja Pardesi', 'Haunted Nights', 'Piya Ka Ghar' & 'Tujh Sang Preet Lagayi Sajna', we launched 2 new shows 'Akhir Bahu Bhu Toh Beti Hi Hai' & 'Firangi Bahu'. With a strong focus on quality content and innovative programming and promotions, Sahara One Television is poised for a position of strength amongst the mainstream Hindi General Entertainment Channels in India. 'Jai Jai Jai Bajrangbali' from the house of Sagars is one of the most popular shows of our channel. The growing popularity of this mythological show has shown an increasing trend with the show delivering good ratings. Revamped 'Rishton Ke Bhanwar Mein Uljhi... Niyati', 'Jhilmil Sitaron Ka Aangan Hoga' & 'Ghar Aaja Pardesi' continues to entice viewers with focus on family drama. Kismat Connection - Sundeep Koachar Ke Saath 'Kismat Connection' is the first Indian astrological fiction show based on real life stories. This show will not only educate people about astrology but also erase the superstitions related to Astrological norms that currently exist. Astrology in India has many versions varying according to different regions, being a diversified country. Hence, we bring you the very well known Astrologer 'Sundeep Koachar' who will host this show as well as change the definition of Astrology which is more like a science than a superstition. He will orate the meaning of Astrology as a science which if read in the right way can depict the reasons for happenings in an individual's life and how it can be a way of life if accepted the way it actually is. The format of the show would be five episodes that would denote one story. And every week there would be new incidents and new dimensions of astrology that will be explored in the show. New Packaging And Content Revised: Sahara One will be seeing a total revamp as far as the look is concerned from the 7th of July. The entire packaging and color combination has been revised except for the significant logo. Shows are going through a dramatic content change to keep the viewers hooked and in future new improved good quality shows are planned. FILMY The group is committed towards family entertainment in Bollywood cinema space. Filmy continues to fascinate the film buffs of India with variety of films library ranging from comedy, romance, action, and thrillers, romantic and patriotic films. The coming year will see some changes in the packaging of the channel. Besides this we also plan to launch new interstitials to help our viewers relish the taste of world class entertainment content in films genre. Our library includes famous films like Ragini MMS, Gair, Devdas, Indra-The Tiger, Darna Jaruri Hai , Mangal Pandey , Kabhi Haan Kabhi Na , Dum Maro Dum , Shadi Number1, Tum Mile and many more ...way forward Wake up Sid, Musafir, Ek Duje Ke Liye, Kaminey, Jodha Akbar, Delhi 6, Dil Chata Hai, and many more. 'Mere Bhains Ko Anda kyo Mara' is an iconic humorous show which makes the audiences laugh and brings them back to the channel again and again. Filmy, besides adding value to the entire bouquet of TV channels is also a force which backs up the sales team adding to the Gross revenue. FIRANGI The channel was launched on DD Direct (Doordarshan DTH Service) and select private DTH services, making it available to newer viewers on an all India basis. The channel offers dubbed international shows and dubbed world movies at present. The channel is in the process of transformation- it will be a free to air channel in the GEC genre available on analog cable. Bollywood music content has formidable impact on its consumers. India has gathered recent success stories in the form of television and radio content around retro music this is going to be India's first scientifically designed retro music channel that is true to its format. The channel intends to cater to retro music lovers their favorite Bollywood music 24 x 7... With almost 46% of total population of India with age 25 and above, Retro market has strong available viewers and we are planning to get their attention by giving them properly designed Retro music channel. SAHARA MOTION PICTURES Sahara Motion Pictures (SMP) has been known for producing big budget movies from commercially acclaimed directors like Ram Gopal Verma, Anees Bazmee and Priyadarshan, and at the same time supporting the cause of good cinema with films directed by critically acclaimed directors like Shyam Benegal, Madhur Bhandarkar and Nagesh Kukunoor. While the first has lead to box office hits like 'No Entry', 'Wanted' and 'Malamaal Weekly', the second has lead to the movies receiving the highest recognition in Indian Cinema with 5 national Awards for Shyam Benegal's 'Bose - The Forgotten hero' and Madhur Bhandarkar's 'Page 3'. The year was focused on sourcing and developing new scripts and building a better creative bank. Pre-production work started on the sequel of "No Entry" as Salman Khan's has allotted dates from mid 2014. As of July 2013 SMP has finished shoot of their first in-house production and currently the post production work is on and is tentatively titled 'The Loving Doll' -a horror film based on a strong relationship bond. The way forward being stories with 'wholesome entertainment', SMP aims towards sustaining the title of a trustworthy and bankable banner in the field of movie entertainment DIRECTORS Shri Boney Kapoor, Director of the Company is retiring by rotation and is eligible for re-appointment in accordance with the provisions of Section 152 of the Companies Act, 2013 and Article 89 of Company's Articles of Association. Hence the Board recommends name of Shri Boney Kapoor for re-appointment as Director of the Company in the ensuing Annual General Meeting, who will be liable to retire by rotation. Smt Rana Zia has been appointed as an Additional Director of the company under section 161 of the Companies Act, 2013 pursuant to section 149 of Companies Act, 2013 and also the amendment to the listing agreement entered into by the company with Bombay Stock Exchange Ltd. She is having more than 30 years of experience in area of marketing and administration and is proposed by the Board to shareholders for being appointed as a Director of the Company at ensuing Annual General Meeting of the Company. The Board also recommends the name of Smt Rana Zia, in respect of whom a notice under section 160 has been received from member along with requisite fees of Rs 100000/- proposing her candidature as Director of the Company, whose period of office shall be liable to retire by rotation. Accordingly, resolution proposing appointment of the Director form part of the Notice of the Annual General Meeting. Shri Subrata Roy Sahara had been appointed as Director of the Company in the Annual General Meeting held on 31st August, 2000. He had been appointed as Chairman of the Company w.e.f. 29th June, 2000. He has resigned as Director of the Company w.e.f. 20th March, 2015. INDEPENDENT DIRECTORS Mr. R.S Rathore, Mr. J.N Roy and Mr. Brijendra Sahay, the Independent Directors of the Company have declared that they all meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges. 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. AUDIT COMMITTEE The Board of Directors of the Company constituted a committee of Directors (in compliance with clause 49 of the Listing Agreement) 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 Clause 49 of the Listing agreement 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: 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 S. C. Tiwari, 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 2014-2015. 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 investors@saharaone.com CORPORATE SOCIAL RESPONSIBILITY The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility, are not applicable to the Company. RISK MANAGEMENT POLICY Pursuant to the provisions of Clause 49 of the Listing Agreement, the Company has adopted a Risk Management Policy and identified risks and is taking appropriate steps for their mitigation. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of its committees. The performance of individual directors was evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, time devoted etc. 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 to this Report STATUTORY AUDITORS M/s D. S. Shukla & Co., Chartered Accountants, Mumbai, were appointed as the Statutory Auditors of the Company for a period of five years since end of the Annual General Meeting of the Company held on 26th September, 2014, subject to ratification by shareholders at each Annual General Meeting to be held hereafter. In view of this, the matter is being placed before the members to consider the ratification of 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. AUDITORS' REPORT M/s D. S. Shukla & Co., Statutory Auditors, submitted their Audit Report for the Financial Year 2014-2015 , the Auditors' Report together in the Notes on Accounts are self-explanatory. SECRETARIAL AUDITORS 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 2014 - 15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith to this Report. PUBLIC DEPOSITS The Company has not accepted any public deposit during the year under review. 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. 7,996,965/- Foreign Currency Expenditures (Accrual Basis) - Rs. 93,144,651/- PERSONNEL Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith marked as Annexure 3 to this Report. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the Report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. CORPORATE GOVERNANCE 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 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. ACKNOWLEDGEMENTS The Directors place on record their deep sense of appreciation of the co-operation received from the Central and State Government/regulatory authorities viz. the Ministry of Information & Broadcasting, the Department of Telecommunication, Ministry of Corporate Affairs, RBI, SEBI, Foreign Investment Promotion Board, the Stock Exchanges and Depositories and other stakeholders including viewers, producers and vendors and the entire workforce of the at all levels during the year under report. For and on behalf of the Board of Directors of Sahara One Media and Entertainment Limited Sd/- O. P. Srivastava (Director) Sd/- Rana Zia (Director) Place: New Delhi Date: 12th August, 2015 |