COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a set of systems and practices to ensure that the affairs of the company are being managed in a way which ensures accountability, transparency, fairness in all its transactions in the widest sense and meet its stakeholders aspirations and societal expectations. Good governance practices stem from the culture and mindset of the organization and the commitment to meet the aspirations of all the stakeholders. This is demonstrated in shareholder returns, high credit ratings, governance processes and an entrepreneurial, performance focused work environment.
Traditional views of Governance as a Regulatory and compliance requirement have given way to adoption of governance tailored to the specific needs of the company. Clause 49 has set the benchmark compliance rules for a listed company and the baseline for governance standards. Sahara One not only adheres to the prescribed corporate practices as per clause 49 but is constantly striving to adopt emerging best practices worldwide. It is our endeavor to achieve higher standards and provide oversight and guidance to management in strategy implementation and risk management and fulfillment of stated goals and objectives.
Corporate Governance is the manifestation of personal benefits and values, which configures the organizational values, benefits and actions of employees of the Company. Company is committed to be open and transparent as much as possible with respect to its internal financial reporting, control systems and decision making processes.
Corporate Governance is an integral part of the philoso phy of the Company in its pursuit of excellence, growth and value creation. In addition to complying with the statutory requirements, effective governance systems and practices towards improving transparency, disclosures, internal control and promotion of ethics at work place have been institutionalized. The Company recognizes that good governance is a continuing exercise and reiterates its commitment to pursue highest standards of Corporate Governance in the overall interest of all its stakeholders.
BOARD OF DIRECTORS
The Board of the Company is broad -based consisting of Six Directors out of which three are independent Directors, which is in line with the requirements of the Code of Corporate Governance.
BOARD MEETINGS & ANNUAL GENERAL MEETING:
During the F.Y. 2014-2015, Meetings of the Board of Directors of the Company were held four times on 21.05.2014, 11.08.2014, 11.11.2014 and 13.02.2015. The gaps between the Board meetings were well within the maximum time gap of 120 days as prescribed in Clause 49 of the Listing Agreement.
The Directorships shown above are the directorships of the Indian Companies including subsidiaries of Public Companies and Private Companies but do not include the Directorship on the Board of Section 8 Companies and foreign companies. Memberships of Committees in other Companies are of Audit Committee and Shareholders and Investors Grievance Committee.
All the Board meetings were called with advance notice to the Directors and wherever required notices were sent to Stock exchanges where the Company's securities are listed. Agenda papers and all back up papers prepared by Company Secretary were circulated to the Board members well in advance. Chief Executive Officer, Finance head (CFO), Group Head Finance and Group Head Statutory are normally invited to the Board meeting.
The Board of Directors has adopted a Code of Conduct for members of the Board of Directors and senior management of the Company. The Code has been posted on the Company's website www.sahara-one com.
The Board of Directors of the Company constituted a committee of Directors known as Audit Committee in its meeting held on 30th January 2001 and further reconstituted on 29th June 2002, 29th July 2006, 29th April 2008, 30th June, 2009, 2nd August, 2011 and 8th February 2012. At present, Company have four Directors as members of Audit Committee, out of which 1 Director is promoter non-executive director and rest three are independent non-executive directors and Company Secretary acts as Secretary to the Committee. Shri R. S. Rathore, Independent Director is the Chairman of Audit Committee. At present, the following members constitute the audit Committee of company:
Shri R. S. Rathore Chairman
Shri O.P Srivastava Member
Shri Brijendra Sahay Member
Shri J.N. Roy Member
During the F.Y. 2014-2015, meetings of the Audit Committee members of the Company were held four times on 21st May 2014, 11th August 2014, 11th November 2014 and 13th February 2015. Details of the
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 is consisting of following members at present:
Shri R. S. Rathore Chairman
Shri R. S. Rathore Member
Shri Brijendra Sahay Member
Shri J. N. Roy Member
The Remuneration Committee was renamed as Nomination and Remuneration Committee by the Board of Directors at their meeting held on 11th August, 2014.
Meetings of Nomination and Remuneration Committee of the Company were held during the financial year 2014-2015 on 11th August, 2014, 11th November, 2014 and 13th February, 2015.
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 and further renamed as Stakeholders' Relationship Committee 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 2014-20015.
The Company is making adequate disclosure to the shareholders through the Annual Report. Further there is no materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the Directors or the management, their subsidiaries or relatives etc that may have potential conflict with the interests of Company at large.
There is no non-compliance by the Company, penalties imposed on the Company by Stock Exchange or Securities and Exchange Board of India (SEBI) or any other statutory authority, on any matter related to capital markets, during the last three years.
In compliance with requirements of section 177 (9) of the Companies Act, 2013, every listed Company shall establish a Vigil Mechanism / Whistle Blower Policy for Directors and employees of Company to report genuine concerns and grievances and to provide for adequate safeguards against victimization of the Directors and Employees of the Company who avail of the Vigil Mechanism. Offences of serious nature may be brought to the attention of the Chairman of the Audit Committee of the Company who shall after hearing the concerned person, award appropriate punishment to the offender and suitable relief to the person(s) who avail of the Vigil Mechanism.
MEANS OF COMMUNICATION
Disclosure of the financial performance is at core of good governance. This includes consistent, comparable, relevant and reliable information on financial performance of the Company. Towards this end, the Company is providing Annual Report on the working of the Company to each of its shareholders. Further the quarterly / half Yearly Financial Results of the Company are forwarded to Bombay Stock Exchange where the Securities of the Company are listed and published in widely circulated newspapers.
In compliance with newly added Clause 54 of Listing Agreement, the Company has furnished relevant details of its business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the company who are responsible for assisting and handling investor grievances, details of agreements entered into with the media companies and/or their associates, etc. and the contents of the said website are updated on regular basis.
Further, in view of circular of SEBI, the Company has started the system of processing of investor complaints in a centralized web based complaints redressal system 'SCORES'. Management Discussion and Analysis Report forms part of this Annual Report. The relevant information is also available at Company's website www.sahara-one.com. Investors can also lodge their complaints with the Company at investors@saharaone. com
GENERAL SHAREHOLDERS INFORMATION
Date : 28th September, 2015
Time : 3:00 P.M.
Venue : Sahara One Media and Entertainment Limited, Sahara India Point, CTS 40 - 44, S. V. Road, Goregaon (West), Mumbai - 400 104.
Date of Book closure : 22nd September, 2015 to 28th September, 2015 (both days inclusive).
Last date of receipt of proxy forms : 26th September, 2015 by 3:00 P.M.
Financial Calendar : 1st April, 2014 to 31st March, 2015
Last Annual General Meeting : 26th September, 2014
Registrar and Share Transfer Agents
M/s. Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound, L.B. S. Marg, Bhandup (West), Mumbai - 400 078.
Share Transfer System
Shares received for physical transfer on dematerialization or rematerialization requests are generally registered and returned within a period of 15 days from the date of receipt of complete and validly executed documents. The Shareholders / Investors Grievances Committee meet at adequate intervals to approve the Share transfer and dematerialization requests.
Dematerialisation of shares and liquidity
Equity Shares of the Company can be traded in dematerialized forms. To facilitate the trading in dematerialized form, the Company has entered into agreements with both the depositories viz. National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As of date approximately 99.82% of the Equity Shares of the Company are in dematerialized form.
Listing on Stock Exchanges
The Bombay Stock Exchange (BSE)
BSE Stock Code : 503691
ISIN No. : INE479B01016
Addresses for correspondence
Sahara One Media and Entertainment Limited, Sahara India Point, CTS 40 - 44, S. V. Road, Goregaon (West), Mumbai - 400 104.