Directors Report of Sahara One Media & Entertainment Ltd.

Mar 31, 2018

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)
Total Income	30769.83	32463.62
Total expenses	303350.44	54000.59
Profit Before tax	(272580.61)	(21536.97)

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.

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 2017- 2018.

CAPITAL ISSUE

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.

DIRECTORS:

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.

INDEPENDENT DIRECTORS:

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.

SUBSIDIARIES:

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.

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. 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.

CORPORATE GOVERNANCE

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

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.

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.

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 Auditors. Significant Audit Observation and the Follow up actions are reported to the Audit Committee.

STATUTORY AUDITORS:

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.

AUDITORS'' REPORT:

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.

Our Reply

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.

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 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.

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 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:

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.

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 2017-18 to the Audit Committee or Board of Directors 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

O. P. Srivastava Rana Zia

(Director) (Whole Time Director)

DIN-00144000 DIN- 07083262

Place: Delhi

Date: 14.08.2018

---

Mar 31, 2016

To the Members,

The Directors are submitting the Thirty Fifth Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2016.

FINANCIAL / OPERATIONAL RESULTS

FOR THE YEAR ENDED	Year ended 31.03.2016 (Rs. in million)	Year ended 31.03.2015 (Rs. in million)
Total Income	50.865	290.517
Total expenses	347.253	583.145
Profit Before tax	-296.38	-292.68
Provision for taxation (Current, Deferred, earlier year tax and others)	-	36.303
Prior Period income/ (expenses)	0.187	0.282
Surplus after tax and extraordinary items for the Year	-296.575	-329.213
Surplus carried to the Balance Sheet	-	315.234

THE YEAR UNDER REVIEW:

During the year under review, the company has incurred Net Loss of Rs 296.575 million as against loss of Rs. 329.213 million during last fiscal 2014-2015.

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 2015- 2016.

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 7^th 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. Preproduction work started on the sequel of “No Entry” as Salman Khan’s has allotted dates from mid 2014.

Films slated to release in 2015- 2016 are:

- The Loving Doll: Directed by Pavan Kaul. Starring: Diana Hayden, Karan Singh Grover, Kitu Gidwani.

- It’s My Life: Directed by Anees Bazmi. Starring: Harman Baweja, Genelia D’Souza.

- Mumbai Cutting: 11 esteemed Directors like Anurag Kashyap, Kundan Shah and Sudhir Mishra come together to present a collection of 11 short films. Starring Raima Sen, Soha Ali Khan, Jimmy Shergil and others

- Coffee Shop: A romantic film with a story showing that a lot can happen over a cup of coffee.

- Bhopal

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.

The slate of films being worked upon in 2014- 2015 are:

Movie	Cast	Director	Production
No Entry 2	Anil Kapoor, Salman	Anees Bazmee	In association with BSK
	Khan, Fardeen Khan &		Entertainment
	10 Actresses

DIRECTORS:

Shri O. P. Srivastava, 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 O. P. Srivastava 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 Whole Time Director of the Company under Section 196, 197 and 203 of the Companies Act, 2013 read with Schedule V to the Companies Act for a period of 14.11.2015 to 13.11.2020 subject to approval of Shareholders at ensuing Annual General Meeting of the Company.

The Board also recommends the name of Smt Rana Zia as Whole Time Director in the notice of ensuing Annual General Meeting for passing of resolution by shareholders of the Company and the resolution proposing her appointment as the Whole Time Director forms part of the Notice of the Annual General Meeting.

Shri Boney Surinder Kapoor has resigned as Director of the Company w.e.f. 14.11.2015.

INDEPENDENT DIRECTORS:

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 familiarization 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 familiarization program for Independent Directors are available on the website of the Company at-www. sahara-one.com

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 30^th January 2001 and further re-constituted the same on 29^th June 2002, 29^th July 2006, 29^th April 2008, 30^th June 2009, 2^nd August 2011 and 8^th February 2012. Shri R. S. Rathore is continuing as Chairman of the Audit Committee since 10^th 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 26^th 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 11^th 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

During the year under review, meetings of the Nomination and Remuneration Committee of the Company were held on 14^th November, 2015 and 14^th February, 2016.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors of Company had constituted Share Transfer Committee on 10^th 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 3^rd April, 2001, 30^th January, 2002, 29^th July, 2006, 23^rd October, 2008, 21^st March 2009, 24^th March 2010 and 8^th 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 2015-2016.

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.

CORPORATE GOVERNANCE

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 [email protected]

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility, are not applicable to the Company.

NOMINATION AND REMUNERATION POLICY

The Company has adopted a Nomination & Remuneration Policy, attached as Annexure-1 to this Report.

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 2 to this Report

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 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 3. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company.

RELATED PARTY TRANSACTIONS

The details of transactions entered into with the Related Parties during the year 2015-16 are enclosed as Annexure 4.

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.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 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 judgment, safeguarding the interest of the Company and its minority shareholders, time devoted etc.

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.

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 26^th 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 2015-2016. The auditor has qualified the following points, the reply of management to which is as under:

1. An Amount of Rupees 70,42,72,243/- is outstanding as recoverable from debtors and continuing beyond stipulated period of recovery. The management, based on internal assessments and evaluations, have represented that these debtors amount are fully recoverable and no provision is necessary as at balance sheet date. However, in absence of any convincing evidence, we are of the opinion that this amount should be considered as doubtful and requires appropriate provisioning.

Our Reply

The Company has extended credit from time to time as per the market practice and regular follow up is being done to recover the same and the management is confident to recover the same. Hence no provision made by the management.

2. Amount of Rupees 57,88,82,469/- is outstanding which comprises of advances towards purchase/production of films. The management has explained that such advances have been given in the normal course of business and are fully recoverable. However, in our opinion amount is doubtful of recovery as these are outstanding/remained unadjusted for long period of time. Further, balance confirmations from these parties have also not been provided to us.

Our Reply

For Amount of Rupees 57,88,82,469/- which comprises of advances towards purchase/production of films given to S.K. Enterprises a legal notice has been issued for the same on 30th May, 2016 and 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

3. Reference is invited to Note 30 to the financial statements regarding deposit of Rupees. 69,40,27,883/- 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, the Hon’ble 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 Security and Exchange Board of India (SEBI) has seized the company’s Fixed Deposit and Non Current Investment. Subsequent to this, Hon’ble Supreme Court vide it’s 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, 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.

Our Reply

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, Four meetings of the Board of Directors were held, details of which have been provided in the Corporate Governance Report.

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 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure 5 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. 36,618

Foreign Currency Expenditures (Accrual Basis) - Rs. Nil

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.

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 2015-16 to the Audit Committee or Board of Directors 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

O. P. Srivastava Rana Zia

(Director) (Whole Time Director)

DIN-00144000 DIN-07083262

Place: New Delhi

Date: 13^th August, 2016

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty Third Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2014.

FINANCIAL / OPERATIONAL RESULTS

(Rs. in Millions)

FOR THE YEAR Ended 31st March 2014 31st March 2013

total income 1014.26 1425.84

total expenses 986.21 1347.49

profit Before tax 28.05 78.35

provision for taxation 9.22 25.43 (Current, Deferred, earlier year tax and others)

prior period income/ (expenses) 0.98 -

Surplus after tax and extraordinary items for the Year 17.84 52.92

Surplus carried to the Balance Sheet 644.45 626.60

During the year under review, the company earned Net profit after tax of Rs. 178.45 lacs as against profit of Rs. 529.20 lacs during last fiscal 2012-2013. the aforesaid decrease in profit occurred mainly due to substantial fall of about 32.17% in Income from operations to Rs. 9,138.72 lacs as compared to Rs. 13,473.60 lacs during the previous financial year 2012-2013.

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 2013- 2014.

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 & 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.

Details of the new shows which were launched during the reporting period are as follows:

Akhir Bahu Bhi Toh Beti Hi Hai - LAUNCH DATE - 30/09/2013:

The interaction between a mother in law and daughter in law has changed considerably. This leads them to have a difference of opinion that has to be negotiated with great sensitivity and patience. This show weaved all this into a story that had not just entertainment value, but had also started a lively debate. This show was made for viewers to look forward to a dynamic story line, characters and situations that they can relate to.

FIRANGI BAHU - LAUNCH DATE - 11/11/2013:

This show was about the journey of a British girl, Camili Jonathan, who marries into the conservative Desai family in Rajkot, Gujarat. The story starts with pranay Desai (Rohit Bhardwaj), the youngest son of the Desai family, who is in London for higher studies and meets Camili Jonathan (Sippora).

Slowly through her eyes, pranay begins to see India, his own country, in a new light. He begins to admire things that he had overlooked over the years, despite being an Indian himself. In the process, pranay falls in love with Camili''s simple lifestyle and her perspective of India.

MASAKALI - LAUNCH DATE - 31/03/2014:

This is the story of an unconventional girl "Chandani" who believes in Freedom of Speech and she also believes in fighting for the right. She is a happy go lucky, broad minded girl who has her own way of tackling any issue. She is witty and smart and speaks her mind which is always mistaken by the society as well as her chacha chachi as a bold, characterless approach. They keep telling her but she is firm in her approach which is only understood by her bua who has played a role more than her mother. The only person who Chandani is scared and also loves a lot is her father who is unlike her and very conservative and traditional in his approach. Chandani''s father plans to get Chandani married with a well educated guy Shekhar who believes that he wants to know Chandani first and then may decide the future about their relationship.

PHIR JEENE KI TAMANNA HAI - LAUNCH DATE - 31/03/2014:

''Phir Jeene Ki Tamanna Hai'' is the story of a girl Devyani who breaks the idea of the typical Indian woman who is considered only to be a good household worker. She is an aspiring Fashion designer who has completed her studies as well as looks forward to become a name in the same stream. She is a complete package of well behaved Sanskaari Girl who is also career oriented and can balance both the worlds well.

WAY FORWARD - SAHARA ONE 2014:

KISMAT CONNECTION - SUNDEEP KOACHAR KE SAATH - LAUNCH DATE: 07/04/2014:

''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 Numberl, 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.

Films slated to release in 2014 - 2015 are:

* The Loving Doll: Directed by Pavan Kaul. Starring: Diana Hayden, Karan Singh Grover, Kitu Gidwani.

* It''s My Life: Directed by Anees Bazmi. Starring: Harman Baweja, Genelia D''Souza.

* Mumbai Cutting: 11 esteemed Directors like Anurag Kashyap, Kundan Shah and Sudhir Mishra come together to present a collection of 11 short films. Starring Raima Sen, Soha Ali Khan, Jimmy Shergil and others

* Coffee Shop: A romantic film with a story showing that a lot can happen over a cup of coffee.

* Bhopal

During 2013-14 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.

The slate of films being worked upon in 2014- 2015 are:

Movie Cast Director Production

No Entry 2 Anil Kapoor, Anees Bazmee In association with BSK Salman Khan, Entertainment Fardeen Khan & 10 Actresses DIRECTORS

Shri Subrata Roy Sahara had been appointed as Director of the Company in the Annual General Meeting held on 31st August, 2000 and his office shall not be liable to retire by rotation. He had been appointed as Chairman of the Company w.e.f. 29th June, 2000.

Shri Boney Surinder Kapoor and Shri Brijendra Sahay were re-appointed as Directors of the Company in the Annual General Meeting of the Company held on 27th September 2013 and are liable to retirement by rotation. In accordance with the provisions of Section 256 of the Companies Act, 1956 and article 89 of Company''s Articles of Association, Shri O. P Srivastava and Shri R. S. Rathore, Directors of the Company are retiring by rotation and are eligible for re-appointment. However as per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation.

Hence the Board recommends name of Shri O. P. Srivastava for re-appointment as Director of the Company in the ensuing Annual General Meeting, who will be liable to retire by rotation.

Board also recommends the name of Shri R.S.Rathore, Shri J. N. Roy and Shri Brijendra Sahay, in respect of whom a notice under section 160 has been received from Shareholders proposing their candidature as Independent Directors, for appointment for a period of five consecutive years and whose period of office shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors form part of the Notice of the Annual General Meeting.

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.

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 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

During the year under review, no meeting of the Remuneration Committee of the Company was held.

STATUTORY AUDITORS

M/s D. S. Shukla & Co., Chartered Accountants, Mumbai, was appointed as the Statutory Auditors of the Company for the financial year 2013-14 at a meeting held on 27th September 2013 who holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. However as per section 139 of the Companies Act, 2013, the Individual Statutory Auditors shall be appointed for one term of five years and Firm of Auditors shall be appointed two terms of five years each subject to ratification at every Annual General Meeting. Hence Board recommends the name of M/s D. S. Shukla & Co., Chartered Accountants, Mumbai for appointment as Statutory Auditors for a period of Four year commencing from the date of this Annual General Meeting and upto the Conclusion of 37th Annual General Meeting of the company.

AUDITORS'' REPORT

M/s D. S. Shukla & Co., Statutory Auditors, submitted their Audit Report for the Financial Year 2013-2014 which was self explanatory and contained no major observation.

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 217(1) (e) of the Companies act, 1956 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. 8,381,802/-

Foreign Currency expenditures (Accrual Basis) - Rs. 246,733/-

PERSONNEL

Information relating to employees pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Amendment Rules, 2011 is annexed to this report.

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 217 (2AA) of the Companies Act, 1956, 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 alongwith 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, 1956 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.

ACKNOWLEDGEMENTS

Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company at all levels that has contributed to your Company''s success and enabled it to remain at the forefront of the media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / 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.

For and on behalf of the Board of

Sahara One Media and Entertainment Limited

Sd/- Sd/- O.P. Srivastava Boney Kapoor (Director) (Director) Place: Delhi & NCR Date: 11th August, 2014

---

Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the thirty Second Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2013.

FInAnCIAL / OPERATIOnAL RESULTS

(Rs. in Millions)

FOR THE YEAR EnDED 31st March 2013 31st March 2012

total income 1425.84 1309.88

total expenses 1347.49 1304.02

proft Before tax 78.35 5.85

provision for taxation 25.43 8.05

(Current, Deferred, earlier year tax and others)

prior period income/ (expenses) - -

Surplus after tax and extraordinary items for the Year 52.92 (2.20)

Surplus carried to the Balance Sheet 626.60 573.68

In the reporting fscal, the company has earned net proft after tax of Rs. 529.20 lacs as against loss of Rs.21.97 lacs during last fscal 2011-2012. the aforesaid proft took place mainly due to substantial increase of about 22.42% in Income from operations to Rs.13,473.60 lacs as compared to Rs. 11,006.05 lacs during the previous fnancial year 2011-2012 and reduction in other expenses to Rs. 759.15 lacs as against Rs. 1,169.29 lacs during the previous fnancial year 2011-2012. Further Finance Cost has reduced from Rs. 389.54 lacs during the previous fnancial year 2011-2012 to Rs. 26.72 lacs during the fnancial year 2012-2013 mainly due to fnal settlement of term loans taken from various Banks

DIVIDEnD

With a view to conserve resources with the company, the Board of Directors has decided not to recommend any dividend for the fnancial year 2012- 2013.

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 Ltd.''s fagship 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'', ''Ghar Aaja pardesi'', ''haunted nights'', ''piya Ka Ghar'' & ''tujh Sang preet Lagayi Sajna''.

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. ''Rishton Ke Bhanwar Mein uljhi… niyati'', ''Jhilmil Sitaron Ka Aangan hoga'' & ''Ghar Aaja pardesi'' continues to entice viewers with focus on family drama.

Details of the new shows which were launched during the reporting period are as follows:

Sur-Kshetra was a singing talent show, a musical battle between teams of two neighboring countries: pakistan and India. the show was launched on 8th September 2012 and the fnale was held on 29th December 2012. It was a 1 hour format simulcast on Colors & Geo tV in pakistan.

It had the biggest names from the Indian and pakistani music industry judging and mentoring 20 contestants. After a strenuous round of auditions in the major cities of both the countries, 10 shortlisted contestants each from India and pakistan sang their way to musical supremacy. the 10 singing stars from India were captained by himesh Reshammiya, whereas Atif Aslam was the captain of the pakistani team. these 20 contestants were judged by music icons and stalwarts from India (Asha Bhosle), pakistan (Abida parveen) and Runa Laila (Bangladesh). Apart from these judges, guest judges like Suresh Wadkar, Ismail Darbar, Alka Yagnik, Ghulam Ali, Sajjad Ali, hadiqa Kiani made their presence felt on the show. Indian actor Ayesha takia took over the reins of anchoring this show.

through various rounds that tested the musical ability of the contestants, nabeel Shaukat Ali from pakistan was crowned as the best singing star of the two countries. every episode had a different theme that kept the contestants on their toes as the judges ensured that they do not hit even a single wrong note. Sur-Kshetra brought together music stalwarts and aspiring singers together in a way to uphold its tagline ''Where Music Wins''.

''Ghar Aaja Pardesi'' was launched on 28th Jan 2013 and marked the debut of non-fction czar Gajendra Singh in the fction genre on Indian television.

Ghar Aaja pardesi talks of a daughter''s quest for her long lost father at a turning point in her life while glorifying the sacrifce of her mother amidst intense opposition from her grandfather.

the show portrays Bhavani Shankar Mishra (Vikram Gokhale), patriarch of a respectable family of Benaras and the confict of thought he shares with his family members, most of whom represent today''s generation, who want to question the very foundation of thoughts on which Bhavani Shankar Mishra''s, "parampara'' and ''''Aadarshvaad'' rest. his wife Janki Mishra (Smita Jaykar) is the embodiment of her name and tries always to fnd answers to life''s questions in the holy book of the Ramayan. She has never gone against her husband''s wishes as she believes her husband to be akin to God. the story traverses two generations spanning across two continents overseeing his own son Raghav (Mahesh thakur) and daughter-in-law Sajni (Anita Kulkarni) to his grand-daughters Devika (Ruchi Savarn) and Rudrani (pooja Bannerji) raised in extreme contrasting backgrounds.

Bhavani Shankar Mishra permanently disowns his rebel son, Raghav, who severs ties with his wife and the Mishra family forever after fallout with his father over values and tradition. When Bhavani Shankar Mishra realizes that his entire family has kept Raghav alive in their hearts hoping for his return one day, to the dismay of everyone he announces the last rites of his living son ruthlessly ignoring the feelings of Raghav''s wife Sajni and his grand- daughter Devika. Bhavani Shankar''s imposition of his will on the family fnally makes Devika stand against her own grand-father. She vows to fnd her father Raghav Mishra and marry only when he performs her kanyadaan.

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 flms directed by critically acclaimed directors like Shyam Benegal, Madhur Bhandarkar and nagesh Kukunoor. While the frst has lead to box offce 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.

Films slated to release in 2013 - 2014 are:

- The Loving Doll: Directed by Pavan Kaul. Starring: Diana Hayden, Karan Singh Grover, Kitu Gidwani.

- It''s My Life: Directed by Anees Bazmi. Starring: Harman Baweja, Genelia D''Souza.

- Mumbai Cutting: 11 esteemed Directors like Anurag Kashyap, Kundan Shah and Sudhir Mishra come together to present a collection of 11 short flms. Starring Raima Sen, Soha Ali Khan, Jimmy Shergil and others

- Coffee Shop: A romantic flm with a story showing that a lot can happen over a cup of coffee.

- Bhopal

As of July 2013 SMp has fnished shoot of their frst in-house production and currently the post production work is on and is tentatively titled ''the Loving Doll'' -a horror flm 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 feld of movie entertainment.

The slate of flms being worked upon in 2013- 2014 are:

Movie Cast Director production

no entry 2 Anil Kapoor, Salman Khan, Fardeen Anees Bazmee In association with BSK

Khan & 10 Actresses entertainment

FILMY

Filmy continues to enthrall and entertain its audiences with its library of flms which touch upon varied Genres, Comedy, Romance, Action, thrillers, patriotic, with all time and evergreen hits like:

Sarkar, Hum Dil De Chuke Sanam, Ram Aur Shyam, Abhimaan, Bandit Queen, Ab Tak Chappan, Bose - The Forgotten Hero, No Entry, Page 3, amongst many others.

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.

DIRECTORS

Shri Subrata Roy Sahara had been appointed as Director of the Company in the Annual General Meeting held on 31st August 2000 and his offce shall not be liable to retire by rotation. he had been appointed as Chairman of the Company w.e.f. 29th June, 2000.

Smt Swapna Roy and Shri J. n. Roy were re-appointed as Directors of the Company in the Annual General Meeting of the Company held on 25th September 2012 and are subject to retirement by rotation.

In accordance with the provisions of Section 256 of the Companies Act, 1956 and article 89 of Company''s Articles of Association, Shri Boney Surinder Kapoor and Shri Brijendra Sahay, Directors of the Company are retiring by rotation and are eligible for re-appointment. the Board recommends their names for re -appointment as Directors of the Company in the ensuing Annual General Meeting. Smt Swapna Roy has resigned from the Directorship of the Company w.e.f 08.11.2012.

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.

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 consists of following members at present:

Shri o.p. Srivastava Chairman

Shri R. S. Rathore Member

Shri Brijendra Sahay Member

Shri J. n. Roy Member

During the year under review, the meeting of the Remuneration Committee of the Company was held on 08.11.2012.

STATUTORY AUDITORS

M/s S. R. Batliboi & Associates, Chartered Accountants, Statutory Auditors had converted their status from partnership frm to Limited Liability partnership frm pursuant to section 58(1) of Limited Liability partnership Act, 2008 w.e.f. 1st April 2013.

M/s S. R. Batliboi & Associates LLp, Chartered Accountants, Mumbai, Statutory Auditors of the Company, will hold offce until the conclusion of the ensuing Annual General Meeting. the Company has received a letter from M/s S. R. Batliboi & Associates LLp showing their unwillingness to be re-appointed as Statutory Auditors of the Company after conclusion of their present term in the ensuing Annual General Meeting.

the Company has received a letter of Consent and Certifcate from M/s D. S. Shukla & Co, Chartered Accountant, Mumbai to the effect that their appointment, if made, would be within the limits prescribed under Section 224 (1- B) of the Companies Act, 1956. hence the Board recommends the name of M/s D. S. Shukla & Co, Chartered Accountant, Mumbai for appointment as Statutory Auditors of the Company, for the Financial Year 2013 -2014, in place of M/s S. R. Batliboi & Associates LLp, Chartered Accountants, mumbai, who shown their unwillingness for re-appointment, in the ensuing Annual General Meeting of Company.

AUDITORS'' REPORT

M/s S. R. Batliboi & Associates LLp, Statutory Auditors, submitted their Audit Report for the Financial Year 2012-2013 which was self explanatory and contained no major observation.

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 217(1) (e) of the Companies act, 1956 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. 4,31,86,317/-

Foreign Currency expenditures (Accrual Basis) - Rs. 1,63,97,940/-

PERSOnnEL

Information relating to employees pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Amendment Rules, 2011 is annexed to this report.

CORPORATE GOVERnAnCE

Corporate Governance Guidelines as specifed 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 Certifcate 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 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, confrm that:- a) in the preparation of the annual accounts the applicable accounting standards had been followed alongwith 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 at the end of the Financial Year and of the proft or Loss of the Company for that period.

c) they have taken proper and suffcient 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, 1956 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.

ACKnOWLEDGEMEnTS

employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company at all levels that has contributed to your Company''s success and enabled it to remain at the forefront of the media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / 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.



For and on behalf of the Board of

Sahara One Media and Entertainment Limited



Sd/- Sd/-

O. P. Srivastava Boney Kapoor

(Director) (Director)

place: Mumbai

Date: 13th August, 2013

---

Mar 31, 2012

To the Members,

The Directors have pleasure in presenting the Thirty First Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2012.

FINANCIAL / OPERATIONAL RESULTS

(Rs. in Millions)

FOR THE YEAR ENDED 31st March 2012 31st March 2011

Total income 1309.88 1415.82

Total expenses 1304.02 1409.99

Profit Before tax 5.85 5.83

Provision for taxation 8.05 5.30 (Current, Deferred, earlier year tax and others)

Prior Period income/ (expenses) - -

Surplus after tax and extraordinary items for the Year (2.20) 0.54

Surplus carried to the Balance Sheet 573.68 575.88

In the reporting fiscal, the company has reported net loss of Rs.2.20 million as compared to net Profit of Rs. 0.54 million in last year mainly due to substantial increase in Content costs to Rs. 1188.74 million as compared to Rs. 852.25 million during the previous financial year 2010-2011 and increase in current tax to Rs. 6.50 million as against Rs. 1.63 million during the previous financial year 2010-2011.

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 2011- 2012.

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=00.

SAHARA ONE

Sahara One offers its viewers a colorful spectrum of emotions through its wide-ranging programming for the woman of today. The first part of the year saw the launch of 'Jai Jai Jai Bajrangbali' from the house of Sagars. 'Kahani Chandrakanta Ki' and 'Neem Neem Shahad Shahad' were also launched. These offerings were followed by the launch of a powerful line-up of popular fiction shows in the latter part of the year which included Rajshri Productions' 'Jhilmil Sitaron Ka Aangan hoga', and Entertainment hub's 'Piya Ka Ghar Pyaara Lage'. Two new shows in the horror genre were also launched, 'haunted Nights' and 'Yeh Kaali Kaali Raatein'.

While the growing popularity of the mythological 'Jai Jai Jai Bajrangbali' from the house of Sagars, showed an increasing trend with the show delivering strong ratings, 'Rishton Ke Bhanwar Mein Uljhi… Niyati' continued to entice viewers with focus on family drama.

The channel continued on its growth path with a steady growth in the ratings. From 24 GRPs at the beginning of the financial year, the channel delivered 53 GRPs in the last week of March 2012. During the same period, the channel's reach also increased from 41 million to 52 million.

Details of the new shows which were launched during the reporting period are as follows:

'Jai Jai Jai Bajrangbali' – The series follows the story of Lord hanuman from his birth to his meeting Shri Ram, the battle against Ravana and the rescue of Mata Sita, to his desire that he remains on earth as long as Rama's name is venerated by people. The story takes a new approach with focus on the purpose of Lord hanuman's coming to the mortal world as the eleventh Rudravtar of Lord Shiva, the destroyer and transformer among the trinities.

The series is produced by Sagar Arts, known for its landmark series including the epic Ramayan, Jai Ganga Maiya, Jai Mahalakshmi, Jai Maa Durga, Shri Krishna, Sai Baba, and many others. The series is directed by Prem Sagar with Shiv Sagar as the Creative Producer, and a cast of select actors.

"Jhilmil Sitaron Ka Aangan Hoga" - After entertaining the audiences with their popular family drama 'Woh Rehne Waali Mehlon Ki', 'Jhilmil Sitaron Ka Aangan hoga' marks Rajshri Productions' return to Sahara One. With the trademark Rajshri style and favor in their depiction of love stories, but with a twist in the tale, the story revolves around Aakash who marries Angana, and enters the Raichand family as a Ghar Jamai. The show launched on 27th February, 2012 and airs Monday to Friday at 9 pm on Sahara One. The show has shown a steady increase in popularity amongst the viewers since the launch.

"Piya Ka Ghar Pyaara Lage" - The popularity of 'hi! Padosi, Kaun hai Doshi' lead to the channel exploring avenues to make the show more popular. The opportunity came about when the two main characters played by Sejal (Sanjeeda Sheikh) and Bitto (Giriraj Kabra) were to get married on the show. The treatment of the show was slowly changed from an all out comedy to a saas-bahu drama. With the change in genre from sitcom to a daily soap, the show was also rechristened to a more apt title 'Piya Ka Ghar Pyara Lage'. The show has since attracted viewers and is among the top shows on the channel delivering strong ratings.

'Haunted nights' and 'Yeh Kaali Kaali Raatein' - A horror band was created on weekdays at 11 pm. with the launch of two new shows, 'haunted Nights' and 'Yeh Kaali Kaali Raatein', offering our viewers quality but 'haunted' entertainment full of spine-chilling horror and diverse shades of romance, one of its unique kind. With star power from the small screen in its various stories, like Rashmi Desai, Shilpa Saklani, Manini De Mishra, Saakshi Tanwar and the likes, these shows have made a mark on the audience psyche garnering good viewership and ratings.

"Kahani Chandrakanta Ki" follows in the steps of the legendary success of 'Chandrakanta' on Doordarshan and takes a leap to the next generation, a generation where love grows amidst intrigue and dark secrets. however, as fate would have it, this love takes seed in the same earth that has been seeped with the poison of hatred and conspiracy through the ages. The thrilling adventures appeal to children as well as adults.

'neem neem Shahad Shahad': This series deals with the nuances of living in a traditional joint family system versus the new nuclear family arrangement. It is the story of two sisters – Sonali and Nirali who share a great bonding and can go to any extent to make each other happy but when it comes to marriage, their dreams are poles apart. The elder sister Sonali wishes to get married in a joint family with lots of family members around whereas the younger Nirali feels nauseated at the thought of a joint family and wants to have a nuclear family living separately with her husband and kids. The show explores the advantages and disadvantages of joint family vis-a-vis nuclear family through the life of these two sisters.

The weekly show on Astrology 'Forecast', was re-launched with a completely new look as 'Astrovani'.

The year was also marked by the World Satellite premiere of the critically acclaimed box-office successes 'Ragini MMS', 'Shor In the City' and 'Chala Mussadi office office', which delivered strong ratings.

Key matches of the Celebrity Cricket League were also telecast on the channel providing a dose of cricket mixed with glamour to our viewers.

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 to 'No Entry'.

'Love Breakups Zindagi' was released during the year on 7th October 2011 across 332 screens all over India in major centres. The film received critical acclaim.

Films slated to release in 2012 - 2013 are:

- The Loving Doll: Directed by Pavan Kaul. Starring: Diana Hayden, Karan Singh Grover, Kitu Gidwani.

- It's My Life: Directed by Anees Bazmi. Starring: Harman Baweja, Genelia D'Souza.

- Mumbai Cutting: 11 esteemed Directors like Anurag Kashyap, Kundan Shah and Sudhir Mishra come together to present a collection of 11 short films. Starring Raima Sen, Soha Ali Khan, Jimmy Shergil and others

- Coffee Shop: A romantic film with a story showing that a lot can happen over a cup of coffee.

As of July 2012 SMP has fnished shoot of their first in-house production tentatively titled 'The Loving Doll' -a horror film based on a strong relationship bond. The film is currently in post-production.

The way forward being stories with 'wholesome entertainment' SMP aims towards sustaining the title of a trustworthy and bankable banner in the feld of movie entertainment.

FILMY

The channel highlights included:

- FILMY Premieres of new Bollywood films 'Ragini MMS', 'Shor In the City' and 'Chala Mussadi office office'

- Relaunch of the popular 'Meri Bhains Ko Anda Kyun Mara' with new comic scenes from the most popular hindi movies.

- Telecast of the Celebrity Cricket League matches. These matches with teams from Bollywood, as well as from the Tamil, Telugu and Bengali film industry, proved to be very popular.

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 hollywood movies in the action and horror genre.

DIRECTORS

Shri Subrata Roy Sahara had been appointed as Director of the Company in the Annual General Meeting held on 31st August 2000 and his office shall not be liable to retire by rotation. he had been appointed as Chairman of the Company w.e.f. 29th June, 2000.

Shri O. P. Srivastava and Shri R. S. Rathore were re-appointed as Directors of the Company in the Annual General Meeting of the Company held on 28th September 2011 and are subject to retirement by rotation.

In accordance with the provisions of Section 256 of the Companies Act, 1956 and article 89 of Company's Articles of Association, Smt Swapna Roy and Shri J.N. Roy, Directors of the Company are retiring by rotation and are eligible for re-appointment. The Board recommends their names for re -appointment as Directors of the Company in the ensuing Annual General Meeting.

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.

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 consists of following members at present:

Shri O.P. Srivastava Chairman

Shri R. S. Rathore Member

Shri Brijendra Sahay Member

Shri J. N. Roy Member

During the year under review, the meeting of the Remuneration Committee of the Company was held on 27.05.2011, 02.08.2011 and 30.03.2012.

STATUTORY AUDITORS

M/s S. R. Batliboi & Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re -appointment. The Company has received a letter from M/s S. R. Batliboi & Associates of their willingness to continue as Statutory Auditor of the Company along with a certificate to the effect that their appointment, if made, would be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956. The Board recommends their name for re-appointment as Statutory Auditors of the Company for the Financial Year 2012 -2013 in the ensuing Annual General Meeting of Company.

AUDITORS' REPORT

M/s S. R. Batliboi & Associates, Statutory Auditors, submitted their Audit Report for the Financial Year 2011-2012 which was self explanatory and contained following major observation which carries explanations of management as hereunder:

The Company has given a guarantee amounting to Rs 525,000,000 in respect of loans taken by Sahara Sanchar Limited from a bank in respect of which it has not charged any commission nor was any adequate explanation provided to us of the benefit to the Company for giving such guarantee. There are no other guarantees given by the Company for loans taken by others from banks or financial institutions.

The Company does not foresee any risk for having given such Corporate Guarantee as the financials of Sahara Sanchar Limited are sound enough and able to meet its financial obligations.

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 217(1) (e) of the Companies Act, 1956 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. 28,61,182=00

Foreign Currency Expenditures (Accrual Basis) - Rs. 27,71,191=00

PERSONNEL

Information relating to employees pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 is annexed to this report.

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 217 (2AA) of the Companies Act, 1956, 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 alongwith 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 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, 1956 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.

ACKNOWLEDGEMENTS

Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company at all levels that has contributed to your Company's success and enabled it to remain at the forefront of the media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / 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.

For and on behalf of the Board of

Sahara One Media and Entertainment Limited

Sd/- Sd/- Swapna Roy O. P. Srivastava (Director) (Director)

Place: Mumbai

Date : 3rd August, 2012

---

Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the Thirtieth Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2011.

(Rs. in Millions)

FOR THE YEAR ENDED 31 St March 2011 31 st March 2010

Total income 1415.82 2023.06

Total expenses 1409.99 1886.56

Profit Before tax 5.83 136.50

Provision for taxation 5.30 47.18 (Current, Deferred, earlier year Fringe Benefit tax and others)

Prior Period income/ (expenses) - -

Surplus after tax and extraordinary items for the Year 0.54 89.32

Surplus carried to the Balance Sheet 575.88 575.34

In the reporting fiscal, the Net Profit of company substantially decreased to Rs.0.54 million as compared to Rs. 89.32 million in last year due to poor performance of Motion Pictures Segment during the year and substantial increase in personnel cost of the Company.

With a view to conserve resources with the company, the Board of Directors has decided not to recommend any dividend for the financial year 2010- 2011.

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=00.

Sahara one television aims at endowing its viewers with a wide variety of fresh and distinctive programming. We had a high voltage line-up of our popular fiction shows which included Woh Rehne Wali Mehlon Ki, Ganesh Leela, Retake with Pratibha Advani. Kesariya Balam Aavo Hamare Des and Shorr depicting a collage of traditional and contemporary stances with a spectrum of emotions. Some of our new shows which were launched during reporting period are as follows:

'Ganga Kii Dheej" marked the return of internationally renowned star Kabir Bedi to the small screen. Supported by Ashwmi Kaisekar, Leena Jhumani, Saurabh Pandey and Mohit Raina, 'Ganga Kii Dheej' follows the journey of a young girl Pakhi (Leena Jhumani) residing in Kaliganj whose life changes because of rituals blindly followed by the community. Before they get married, they have to undergo a purity test in the name of religion, which is conducted by the village priestess, Maha Mai (Ashwini Kaisekar), who is feared by all the villagers Failing the test means banishment from the village. Then one day Pakhi decides to stand up against the practice.

'Hamaari Beti Raaj Karegi' a story of Anjali Shukla (Akansha Juneja), her dreams and her journey of life. Anjali is an educated and cultured girl from a simple well to do Brahmin family of Lucknow. A final year B.A. student, Anjali wishes to complete her studies before taking the matrimonial plunge. She has a younger sister Sneha (Mrinalini) who is pursuing engineering. Anjali's father Lima Shankar Shukla (Debashish Naha) is a honest man. Like any other father, he desires to get both his daughters educated and dreams of getting them married in an educated and cultured household.

Anjali's marriage is fixed with Vikram (Shashank Sharma), son of Shashidhar Chaturvedi (Shekhar Sharma). Vikram's family even refrains from asking anything more than just Anjali's hand for their son. Anjali is happy as she feels that she has found her dream life partner in Vikram. Uma Shankar Shukla, Anjali's father, feels blessed to have found the perfect household where his daughter would be treated like a queen!

However, the mask comes off when Shashidhar Chaturvedi comes to know that Uma Shankar has lost the court case for property worth several crores, and calls off the marriage. Uma Shankar pleads and begs with Shashidhar but Shashidhar is unrepentant. Anjali's heart breaks to see her father at Shashidhar's feet. How Anjali faces the situation makes for a gripping series.

Hi! Padosi...Kaun Hai Doshi? is a rib-tickling comedy from the Sahara One stable. A high-octane comic caper that tickles your funny bones Hi! PadosL.Kaun Hai Doshi? narrates the life of two families, that move into Ram Bharose Co-operative Housing Society. This housing society stands on the site of a "tabela" (buffalo stable) in a suburb of Mumbai that was once owned by Ram Bharose.

Dr. Harbans Lai Mehta a typical loud Punjabi and Advocate Hasmukh Lai Mehta, the archetypal Gujarati end up as neighbors sharing the same initials "H. L. Mehta", giving rise to mix-ups that entangle the two Mehta families and the other wacky residents of Ram Bharose society in a series of comic escapades!

The veteran king of comedy, Kader Khan, essays the character of Ram Bharose. He happens to be the guardian of Ram Bharose Co-Op hsg soc and the sutradhar of Hi! Padosi.. .Kaun Hai Doshi? The other lead characters are Sanjeeda Sheikh (Sejal Mehta), Munni Jha (Adv. Mehta) and Sejal Shah (Ketki Mehta) who represent the Gujarati Mehta family. Giriraj Kabra (Bittu), Neelu Kohli (Rano Mehta) and Govind Khatri (Dr. Mehta) essays the characters representing the Punjabi Mehta family.

"Jai Jai Jai Bajrangbali" follows the story of Lord Hanuman from his birth to his meeting Shri Ram, the battle against Ravana and the rescue of Mata Sita, to his desire that he remains on earth as long as Rama's name is venerated by people. A new approach to the story will tell the purpose of Lord Hanuman's coming to the mortal world as the eleventh Rudravtar of Lord Shiva, the destroyer and transformer among the trinities.

This lavishly mounted serial portrays Lord Hanuman's life and service to humanity in delivering the world from the atrocities of invincible demons like Ravana, and mortal agonies like disease and evil influences. These form the central idea of the script of Jai Jai Jai Bajrangbali. The series is prouduced by Sagar Arts, known for its landmark series including Ramayan, which changed the television landscape, Jai Ganga Maiya, Jai Mahalakshmi, Jai Maa Durga, Shri Krishna, Sai Baba, and many others. Directed by Prem Sagar and with Shiv Sagar as the Creative Producer, the serial has a cast of handpicked actors essaying the principal roles.

"Kahani Chandrakanta Ki" takes a leap to the next generation, a generation where love grows amidst intrigue and dark secrets. However, as fate would have it, this love takes seed in the same earth that has been seeped with the poison of hatred and conspiracy through the ages.

Chunargarh and Shivgarh have been at loggerheads since time immemorial. But destiny has a different plan to take this enmity to an entirely different dimension, when Kunwar Inderjit Singh, the Prince of Chunargarh and Princess Kishori of Shivgarh fall in love. The path is not as easy as it seems. King Shivdutt of Shivgarh, Princess Kishori's father is burning in the fire of revenge to get back his love Chandrakanta, as well as the kingdom of Chunargarh itself. Shivdutt collects his allies and starts planning his strategy to get back his love and empire. An ace in the art of politics and warfare, Pandit Jagannath, and the warriors Badrinath, Nayantara and Bhavani Singh, form a formidable army.

On the other hand, the King of Chunargarh, Virendra Pratap Singh is also preparing to destroy Shivgarh for the last time. With a team of fearsome warriors, politicians, and mata haris, the ace in his sleeve is Abhimanyu the master spy. The chief of Virendra Singh's army, Paramvir Singh with Tej Singh and two beautiful magical mata haris, Chapla and Padmini have readied a strategy for war against Shivgarh. The war clouds are rolling in, and there is one man who can change the stakes of the game, a loyalist of Virendra Pratap Singh, Chandilal who revolts and joins Shivdutt. Amidst all this, Kroor Singh of Chunargarh is doing everything possible to make the two kingdoms fight, so he can get the beautiful Princess Chandrakanta.

"Rishton Ke Bhanwar Mein Uljhi... Niyati" deals with the dilemma that women face when they start a new life with their husband and his family.

It is the story of Niyati Sharma, coming from a middle-class family from Nagpur... a practical girl who has grown up appreciating her father's hard work to get his daughters educated and her mother's sacrifices to supplement their meager family income.

When Niyati gets a job, she gets the opportunity to bring home her salary and give her parents some much needed relief from their incessant struggle to make ends meet.

A marriage proposal comes for Niyati from the Shastri family, a large joint family where all the sons including the married ones hand over their earnings to their mother, who rules the household with an authoritarian hand.

Niyati gets married and is a dutiful daughter-in-law. Continuing her job, she follows the family practice and hands over her earnings to her mother-in-law.

Then destiny takes a turn. Her father meets with an accident and is unable to continue with his job. Niyati decides to support her father financially, which brings her in confrontation with her domineering mother-in-law. With her father's financial situation worsening, Niyati faces the dilemma of choosing between her responsibility to her husband and his family and her duty as a daughter to her father.

Also launched were two non-fiction shows to cater to a Sunday morning audience, "Dream Destinations... Sapnon Ka Safar", a travel show; "Young Jourknows", a show shot and hosted by today's young generation; and "Forecast", a show on astrology. In addition, a daily late night horror series "Kala Saya" also attracted viewership to the channel.

SAHARA MOTION PICTURES

Sahara Motion Pictures (SMP) has not only attracted commercially acclaimed directors like Ram Gopal Verma, Anees Bazmee and Priyadarshan, but also the critically acclaimed Shyam Benegal, Madhur Bhandarkar and Nagesh Kukunoor. The rewards - 5 National Awards, the highest recognition in Indian Cinema for Shyam Benegal's 'Bose - The Forgotten Hero' and Madhur Bhandarkar's 'Page 3'. And box office hits like Maalamal Weekly, Corporate, Sarkar, Darna Mana Hai, Ab Tak Chappan, Hanuman, No Entry and Wanted to name a few.

The year 2010, saw most producers taking massive hits owing to the recession whereas Sahara Motion Pictures took it head-on delivering the super-hit film of the year 'Wanted'. The policy to bank on one sure-shot project during the recession period rather than risk many projects proved to be a successful one. With lesser shoot- schedules during this period the time was utilized in sourcing and developing new scripts and building a better creative bank.

Movie Released for the Year 2010 - 2011

Movie Cast Director Rights Released

Kaccha Limboo Sarika, Atul Kulkarni, Vinay Pathak, Sagar Bellary Producer 2011 Taheer Suterwala

Films slated to release in 2011 - 2012 are:

- It's My Life: Directed by Anees Bazmi. Starring Harman Baweja, Genelia D'souza.

- Mumbai Cutting: 11 esteemed Directors like Anurag Kashyap, Kundan Shah and Sudhir Mishra come together to present a collection of 11 short films. Starring Raima Sen, Soha Ali Khan, Jimmy Shergil and others

- Coffee Shop: A romantic film with a story showing that a lot can happen over a cup of coffee.

As of July 2011 SMP has finished 80% shoot of their first in-house production 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.

The slate of films being worked upon for the release in 2011 - 2012:

Movie Cast Director Production Released

Rang Birangi Prabhudeva, Adnan Sami, Bipasha Sunil Agarwal In association TBD Basu, Lara Dutta, Baman Irani & Other with BSK Entertainment

The Loving Doll Karan Singh Grover, Diana Hayden, Pavan Kaul Sahara Motion TBD Kitu Gidwani Pictures

Untitled Prateek Babar and two newcomers Satish Kaushik In association TBD with BSK Entertainment

Love, Break - Zayed Khan, Dia Mirza, Cyrus Sahukar, Sahil Sangha In association October ups, Zindagi etc Tisca Chopra with Born-Free 6, 2011 Entertainment

No Entry 2 Anil Kapoor, Salman Khan, Fardeen Anees Bazamee In association TBD Khan & 3 Actresses with BSK Entertainment

FILMY

Apart from the monthly activities, following are the Highlights which are special shows/films that have been initiated, for the first time on the channel.

HIGHLIGHTS

- 'B TOWN BUZZ' - 2nd October 2010 saw the launch of our Bollywood Magazine format show - 'B Town Buzz', a weekly, half hour show featuring the hottest gossips, events, music launches, mahurats and whatever is 'buzzing' in 'Bollywood'. The show is hosted by Sahara Samay Entertainment Editor, Garima Thakkar. The show airs every Saturday, 7:30 pm. The show will complete 42 successful and 'buzzing' episodes this 16th July 2011.

- World Television Premiere of Ram Gopal Verma's horror flick 'Darna Zaroori Hai' on 16th January 2011, at 7pm.

- FILMY celebrated Valentine's day with a special show called 'Gabbar ka Valentine' on 13th and 14th February. The show featured Gabbar Singh's funny and 'filmy' attempts to woo 'Basanti' by extracting 'love tips' from popular Bollywood characters like Saif Ali Khan, Shahrukh Khan, 'Chulbul Pandey' and Babu Bhaiya (Paresh Rawal). The show was sponsored by Cadbury's Dairy Milk Shots and was well-received by our viewers.

- FILMY BAND BAAJA - A special morning slot featuring the best of Bollywood songs, from all eras. The show also celebrates special episodes like Legends special, Akshay Kumar special, Aishwarya Rai special etc.

- FILMY FUNDA TICKERS - These are GFX based tickers, featuring interesting trivia regarding Bollywood, its movies, actors/actresses, film makers etc. These tickers run on a daily basis, at various intervals, on the channel. These tickers were initiated for the first time, on the channel, since March 2011.

- July'10 celebrated World Music Day with special, GFX and VO based fillers, featuring interesting facts regarding 'Music', in a 'filmy' style.

- August' 10 celebrated the Independence Day with special GFX and VO based factoids regarding the special day, in a 'filmy' way.

- October '10 celebrated the nine Days of Navratri with daily blockbuster movies like KHAMOSHI THE MUSICAL, SSSHHH, SINGH IS KING, GANGSTER, BEWAFA, HUM TUMHARE HAI SANAM, NO ENTRY, MAIN HOON RAKHWALA & ZINDA.

- Christmas was made special for the kids with films like The Princess Diaries, Homeward Bound, Herbie: Fully Loaded, from 8:30 am to 6:30 pm

- On Republic Day, FILMY brought a line up of movies highlighting the patriotic spirit in very Indian, with movies like Jo Bole So Nihal, Hey Ram, Lakshya and The Legend of Bhagat Singh.

- FILMY celebrated the colourful Kites festival - Makar Sankranti, with a string of films highlighting the colourful culture of Gujarat and Rajasthan, the two main states where the Kites festival is celebrated. The films were Dor, Guru and Hum Dil De Chuke Sanam.

FIRANGI

The channel is being revitalized with new content and also is proposed to be distributed on DD Direct (Doordarshan DTH service), which will enable it to reach newer viewers on an all India basis.

DIRECTORS

Shri Subrata Roy Sahara had been appointed as Director of the Company in the Annual General Meeting held on 31st August 2000 and his office shall not be liable to retire by rotation. He had been appointed as Chairman of the Company w.e.f. 29th June, 2000.

Smt Swapna Roy and Shri Brijendra Sahay were re-appointed as Directors of the Company in the Annual General Meeting of the Company held on 23rd September 2010 and are subject to retirement by rotation.

Shri Amitabha Ghosh, Former Dy. Governor of Reserve Bank of India, has been appointed as Additional Director under section 260 of the Companies Act, 1956 with effect from 2nd day of August, 2011 and proposed to be appointed as Director of the Company liable to retire by rotation in the ensuing AGM, under section 257 of the Companies Act, 1956.

Shri Boney Surinder Kapoor has been appointed as Additional Director under section 260 of the Companies Act, 1956 and further subject to the approval of Shareholders of the Company in General meeting, he has also been appointed as Whole-Time Director designated as "Head-Sahara One Media and Entertainment Limited" under section 269,198 and 309 and Schedule-XIII of the Companies Act, 1956, in the Board Meeting held on 2nd Day of August, 2011 with effect from same date and proposed to be appointed as Director of the company liable to retire by rotation in the ensuing AGM, under section 257 of the Companies Act, 1956.

In accordance with the provisions of Section 255 of the Companies Act, 1956 and article 89 of Company's Articles of Association, Shri O. P. Srivastava and Shri R. S. Rathore, Directors of the Company are retiring by rotation and are eligible for re-appointment. The Board recommends their names for re -appointment as Directors of the Company in the ensuing Annual General Meeting.

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 and on 2nd day of August, 2011 . Shri R. S. Rathore is continuing as Chairman of the Audit Committee since 10th March 2008. At present the Company has five Directors as members of Audit Committee viz., Shri R. S. Rathore, Shri O.R Srivastava, Shri Amitabha Ghosh (appointed w.e.f. 2nd day of August, 2011), Shri Brijendra Sahay and Shri J.N. Roy and Company Secretary acts as Secretary to the Committee. Out of five committee members, four are Independent Directors and one is Promoter Director. The Chairman of the Audit Committee an independent Director which is in compliance with the Clause 49 of the Listing Agreement.

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 consists of following members at present:

Shri O.R Srivastava Chairman

Shri R. S. Rathore Member

Shri Brijendra Sahay Member

Shri J. N. Roy Member

During the year under review, the meeting of the Remuneration Committee of the Company was held on 14th February, 2011.

STATUTORY AUDITORS

M/s S. R. Batliboi & Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re -appointment. The Company has received a letter from M/s S. R. Batliboi & Associates of their willingness to continue as Statutory Auditor of the Company along with a certificate to the effect that their appointment, if made, would be within the limits prescribed under Section 224 (1 -B) of the Companies Act, 1956. The Board recommends their name for re-appointment as Statutory Auditors of the Company for the Financial Year 2011 -2012 in the ensuing Annual General Meeting of Company.

AUDITORS' REPORT

M/s S. R. Batliboi & Associates, Statutory Auditors, submitted their Audit Report for the Financial Year 2010-2011 which was self explanatory and contained following major observation which carries explanations of management as hereunder:

The Company has given a guarantee amounting to Rs 525,000,000 in respect of loans taken by Sahara Sanchar Limited from a bank in respect of which it has not charged any commission nor was any adequate explanation provided to us of the benefit to the Company for giving such guarantee. There are no other guarantees given by the Company for loans taken by others from banks or financial institutions.

The Company does not foresee any risk for having given such Corporate Guarantee as the financials of Sahara Sanchar Limited are sound enough and able to meet its financial obligations.

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 217(1) (e) of the Companies act, 1956 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. 52,49,230=00

Foreign Currency Expenditures (Accrual Basis) - Rs. 16,53,500=00

PERSONNEL

Information relating to employees pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 is annexed to this report.

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 217 (2AA) of the Companies Act, 1956, 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 alongwith 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 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, 1956 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.

ACKNOWLEDGEMENTS

Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company at all levels that has contributed to your Company's success and enabled it to remain at the forefront of the media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / 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.

For and on behalf of the Board of

Sahara One Media and Entertainment Limited

Sd/- sd/-

Swapna Roy O. P. Srivastava

(Director) (Director)

Place: Mumbai

Date : 2nd day of August, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting the Twenty-Ninth Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31 st March 2010.

FINANCIAL / OPERATIONAL RESULTS

(Rs. in Millions)

FOR THE YEAR ENDED 31 st March 2010 31stl March2009

Total income 2023.06 2454.27

Total expenses 1886.56 2412.13

Profit Before tax 136.50 42.14

Provision for taxation 47.18 22.20

(Current, Deferred, earlier year Fringe Benefit tax and others)

Prior Period income/ (expenses)

Surplus after tax and extraordinary items for the Year 89.32 19.94

Surplus carried to the Balance Sheet 575.34 486.02

In the reporting fiscal, The Net Profit of company substantially increased to Rs.89.32 million as compared to Rs. 19.94 million in last year due to better performance of Motion Pictures Segment during the year and substantial cost cutting exercises.

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 2009- 2010.

CAPITAL ISSUE

Company has not made any issue of Shares during the reporting period; hence the equity capital of the Company stands same at Rs. 21,52,50,000=00.

SAHARA ONE TELEVISION

Sahara one television aims at endowing its viewers with a wide variety of fresh and distinctive programming. We have a high voltage line-up of fiction shows which include Woh Rehne Wali Mehlon Ki, Mata Ki Chowki, Ganesh Leela, Retake with Pratibha Patil and Kesariya Balam Aavo Hamare Des, Shorr depicting a collage of traditional and contemporary stances with a spectrum of emotions. Some of our existing shows and new shows which were launched during reporting period and are running successfully are as follows:

"Shorr" is a social drama, its a story of a woman and her relationships and her fight against the rituals set by society...

India is a rich country in terms of cultural heritage and we have a great diversity in terms of castes and subcastes... Living in an organized community is the base of any social issue. There are tribulations in all community and this commandment even applies to the members of every joint family system. Difference of opinions and diversities are part of any given joint family. Our aim here is to highlight this dilemma of daily life among our different characters of SANGHANI Parivar (Kathiawar Gujrati family) through means of various emotions. Joint family is the core of Hindu religion very rarely except in India do we hear about joint families. The nuances and the cultural values attached to it is purely Indian. Such one joint family is our SANGANI Parivar and this is the concept of the going-ons in this family.

How SANGANI parivar a traditional believer in rituals and culture of Hindu religion deals with different rituals and how the women of the house behave as per and sometimes against the rituals...

The concept is based on the rituals which were formed by our ancestors and were followed blindly... and unfortunately most of the rituals and rules and regulations affect women more than men... Things like, a widow should have a different place to live; baal lagna with out their consent, non education system for women; rituals of "diyarvatu" etc... But these were strongly opposed by Dr. Raja Ram Mohan Roy in his time... He has taken initiatives to abolish sati pratha, and tried to get widows remarried, granting education to a girl child etc... This concept "Katputtli" is based on such aspects of womens life... the story shows the behaviour of different woman in different situation... how one rebels and how other accepts the situation... The family facing different problems and different point of views of the women of the family. But all of this from the pov of Kankoo...

The conflicts of point of views and personal standings is the essence of this concept, "kankoo", "Paankor", "vidhya", "sarita" are various characters who behave differently in similar situations...

Woh Rehnewali Mehlon Ki is the story of a beautiful and delicate girl Rani, who has been brought up in her fathers luxurious home like a princess. Life has been very smooth and full of love for Rani... a sort of dream world.

However, fate takes her through a different journey in her life. She gets married into a middle class family. After marriage Rani has to face the realities of the harsh world. Her husbands house is just the opposite of her dreams. Her life after marriage has a lot of struggles. But her "Sanskaars" help her to deal with all the difficult situations and her immense faith in the "Ramayan" gives her strength & positivity and she starts her journey with the true "Mehlon Waali" spirit. And with her husbands love, she smiles at life with the hope of a better tomorrow.

Kesariya Balam Aavo Hamare Des: A folk narrative set in the sand dunes of Rajasthan; Kesariya Balam Aavo Hamare Des is the story of Rukminis struggle through life and her fight with her destiny. Rukmini, the eldest of the three siblings, is born in a poor Rajput family from Rajod. Rukmini lives with her father Madan, Stepmom Dhapu, younger sister Rasal and younger brother Gheesu. Rukmini and Rasal are the breadwinners of the household. An unfortunate incident in their childhood leaves Rukminis life scarred forever.

Meanwhile, the second part of the plot is set in Bhanwar Singhs house, whose family is known for its true blue Rajput nature, full of attitude and life. His family is known for its legacy and its stature created by the ancestors over many, many years. Bhanwar Singhs nephew, Ranveer is an artist, romantic at heart and gets attracted to Rukmini and eventually gets married to her.

But Rukminis scarred destiny gives her no happiness and she is left alone to fight her battle with fate.

RETAKE WITH PRATIBHA ADVANI

Once upon a time Hindi movies were infra dig. Bollywood was a place which produced gaudy, escapist entertainment for the masses. Today it is resolutely hip. Spectacle and glamorous realism is the order of the day. Stars compete in a radically changed entertainment landscape. And this is as much to do with the young and the new breed of stars and producers/ directors who are constantly innovating in the industry, as it is to do with the old masters who are able to mix their experience and adapt to this new working style. So it is not surprising that for todays generation, Aamir Khan, Shahrukh Khan, Kareena Kapoor and Katrina Kaif are their icons, as are Anil Kapoor and Amitabh Bachchan.

How did these stars achieve their iconic status? What was their journey to fame like? What makes them tick.

RETAKE WITH PRATIBHA ADVANI is a show based on important, interesting and unique moments in the life of an achiever from the Indian film Industry. This show will profile film personalities, highlighting important incidents of their lives - their childhood, their struggles, their first break, their successes and their achievements.

MOTION PICTURES

It all began in 2003 with the inception of Sahara One Motion Pictures and its brave exploration into the world of Production, Acquisition, Marketing and Distribution; right from English and Hindi to other Indian regional languages and across all genres like comedy, action, thriller, animation and more. Today with over more than 50 films under its belt, it is the tallest beanstalk in the market.

It is perhaps these magic beans that not only attract commercially acclaimed directors like Ram Gopal Verma, Anees Bazmee and Priyadarshan, but also the critically acclaimed Shyam Benegal, Madhur Bhandarkar and Nagesh Kukunoor. The Rewards - 5 National Awards, the highest recognition in Indian Cinema for Shyam Benegals Bose - The Forgotten Hero and Madhur Bhandarkars Page 3. And box office hits like Maalamal Weekly, Corporate, Sarkar, Darna Mana Hai , Ab tak chappan , Hanuman, No Entry and Wanted to name a few.

The year 2009, saw most producers taking massive hits owing to the recession whereas Sahara-One Motion Pictures took it head-on delivering the super-hit film of the year Wanted. The policy to bank on one sure-shot project during the recession period rather than risk many projects proved to be a successful one. With lesser shoot-schedules during this period the time was utilized in sourcing and developing new scripts and building a better creative bank.

The year 2009, saw most producers taking massive hits owing to the recession whereas Sahara-One Motion Pictures took it head-on delivering the super-hit film of the year Wanted. The policy to bank on one sure-shot project during the recession period rather than risk many projects proved to be a successful one. With lesser shoot-schedules during this period the time was utilized in sourcing and developing new scripts and building a better creative bank.

Movie Released during the Year: 2009 - 2010

Movie Cast Director Rights Released

Wanted Salman Khan, Ayesha Takia Prabhudeva Producer with Boney Kapoor 2009



Spreading far and fast and films slated to release in 2010 - 2011 are:

- Boney Kapoors Its My Life: Directed by Anees Bazmi. Starring Harman Baweja, Genelia Dsouza.

- Mumbai Cutting: 11 Esteem Directors like Anurag Kashyap, Kundan Shah, Sudhir Mishra etc starring, Raima Sen, Soha Ali Khan, Jimmy Shergil and others

- Kaccha Limboo: from the director who bought Bheja Fry.

- Coffee Shop: A Lot can happen over a cup of coffee.

As of August 2010 Sahara One Motion Pictures plans to surge forward with their first in-house production tentatively titled Loriie -a horror film based on a strong relationship bond. The way forward being stories with wholesome entertainment SOMP aims towards sustaining the title of a trustworthy and bankable banner in the field of movie entertainment.

Slate of films being worked upon for the release in future are:

Movie Cast Director

Rang Birangi Prabhudeva, Adnan Sami, Sunil Agarwal

Bipasha Basu, Lara Dutta,

Baman Irani & Other

Untitled Prateek Babar, New Boy & Satish Kaushik

Girl

Loriie Proposed Cast: Nandana Pavan Kaul

Sen, Rajiv Khandelwal,

Dimple Kapadia

Love, Break- ups, Zayed Khan, Dia Mirza Sahil Sangha

Zindagi etc

Yahaan Ke Hum New Cast - TBD Chakri Toleti

Sikander

Cocktail Proposed Cast: Shreyas Pankaj Parashar

Talpade, Arshad Warsi,

Prachi Desai, Genelia

DSouza, Boman Irani,Neha

Dhupia & Sherlyn Chopra,

Satish Shah or Paresh Rawal

No Entry 2 Anil Kapoor, Salman Khan, Aneez Bazamee

Fardeen Khan & 3 Actresses

Movie Rights Release Date

Rang Birangi Producer with * TBD

Boney Kapoor

Untitled Producer with * TBD

Boney Kapoor

Loriie Producer * TBD

Love, Break - ups, Producer with Born- * TBD Zindagi etc Free Entertainement

Yahaan Ke Hum Producer * TBD

Sikander

Cocktail Producer with MAD * TBD Films

No Entry 2 Producer with * Boney Kapoor

* TBD implies date to be decided.



FILMY

- FILMY celebrated April Fools Day with a month long film festival showcasing the Best of comedy films

- FILMY had a special afternoon slot, called Dopahar ka Khauff, featuring a string Horror/Thriller movies.

- June 09 relived golden memories of Bollywood, by showcasing a Jhatka Matka film festival, featuring films of Bollywoods biggest stars of yesteryears - Jeetendra, Rishi Kapoor & Mithun Da, with their dancing shoes on, in this unique festival dedicated to them.

- Sanjay Dutt starrer EMI - Liya hai toh chukana padega, co-produced by Sahara One Motion Pictures Ltd., made its presence on FILMY, in the month of June 09.

- September 09 was a Big B special month with a film Festival featured some of the biggest hits of Amitabh Bachchan like Sharaabi, Zanjeer, Jaadugar, Muqaddar Ka Sikandar, Khoon Pasina and Laawaris.

- December 09 catered a special film festival for kids, with the Premiere (First time ever, in Hindi) of the Hollywood Block buster 101 Dalmatians, only on FILMY.

- FILMY also launched a new slot for big Hindi Blockbuster movies, called Sunday Super Cinema, every Sunday 8 PM. with acquisition of new titles, FILMY welcomed 2010 with Bhool Bhulaiya, Jaane Tu... Ya Jaane Na, Life Partner, Kidnap, Shortkut - The Con is On, Maan Gaye Mughaleazam, Luck and many more.

- FILMY completed four years in the movie industry on 12th February 10.

- FILMY celebrated Valentines Day, not only with romantic movies on 14th February but for the whole month long by featuring all-time romantic hits.

- February 10 brought Dev Anand classics like Jewel Thief, Guide & Hare Rama Hare Krishna, for the first time on FILMY.

- March 10 featured classic movies like Waqt, The Burning Train, Pati Patni Aur Who and Chhoti Si Baat, first time ever, only on FILMY in the One Break Movie slot.

- July10 saw the new improved Meri Bhains Ko Anda Kyon Maara. with fresh new scenes and a new look!!!

- FILMY made the birthdays of our Bollywood stars, special by screening their films.

- Junior FILMY - our Sunday morning slot for kids, presented itself in new avatar with premieres of some big Hollywood titles in Hindi like Flubber, Honey, I Shrunk the Kids, Honey, I blew up the Kid and George of the Jungle.

- FILMY has launched a new campaign with new promos, highlighting the upcoming new blockbuster films on the channel while reinforcing the channel positioning tagline Maa Kasam FILMY Hai!.

DIRECTORS

Shri Subrata Roy Sahara had been appointed as Director of the Company in the Annual General Meeting held on 31st August 2000 and his office shall not be liable to retire by rotation.

Shri O. P. Srivastava and Shri J. B. Roy were re-appointed as Directors of the Company in the Annual General Meeting of the Company held on 24th September 2009 and is subject to retirement by rotation.

In accordance with the provisions of Section 255 of the Companies act, 1956 and article 89 of Companys articles of association, Smt Swapna Roy and Shri Brijendra Sahay, Directors of the Company are retiring by rotation and are eligible for re-appointment. The Board recommends their names for re-appointment as Directors of the Company in the ensuing Annual General Meeting.

Shri Mahesh Prasad, Shri J. B. Roy and Shri Rathikant Basu resigned from the directorship of the Company w.e.f. 20.09.2009, 24.03.2010 and 24.03.2010 respectively.

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. Shri J. N. Roy has been appointed as member of Audit Committee of Company since 16.07.2009. Shri R. S. Rathore is continuing as Chairman of the audit Committee since 10th March 2008. Further Shri J. B. Roy has resigned from the membership of Audit Committee w.e.f. 24.03.2010. Presently 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, 3 are independent Directors and 1 is Promoter Director. The Chairman of the Audit Committee is Independent Director.

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 consist of following members at present:

Shri O.R Srivastava Chairman

Shri R. S. Rathore Member

Shri Brijendra Sahay Member

Shri J. N. Roy Member

Shri J. B. Roy was appointed member of remuneration committee but he resigned from the committee w.e.f. 24/03/2010.

Meeting of Remuneration Committee of the Company were held on 26.08.2009 and 24.03.2010.

APPOINTMENT OF CEO AND COO OF COMPANY AND CHANGES THEREIN:

1. Shri Avinash Kaul was appointed as Chief Executive Officer (T.V. Content Production) of Sahara One Media And Entertainment Ltd w.e.f. 15.02.2010 having working experience of about 10 years in the Media Industry in various capacities like Media Planner in HTA Fulcum, Assistant Manager, Research and Planner with Discovery Communications, Head of Sales, Planning and CRM in Star India, EVP with NDTV Media. He resigned from the company which has been accepted w.e.f. 16.08.2010 by the Board in their meeting held on 09.08.2010.

2. Shri Deepak Segal has been appointed as Chief Operating Officer of the Motion Pictures unit of Sahara One Media And Entertainment Ltd w.e.f. 01.12.2009. He has working experience of about 25 years in the Media Industry in various capacities like Film and Video Editor, Supervising Producer with Star Plus, Creative Director with Star Plus, EVP-Content with Star India and Managing Director with Fox (FTVSI).

VOLUNTARY DELISTING OF EQUITY SHARES OF COMPANY FROM DSE AND CSE:

The company got its equity shares voluntarily delisted from Delhi Stock Exchange and Kolkata Stock Exchange w.e.f. 16th April, 2010 and 21st May, 2010 respectively as the investors/shareholders of company were not gaining any advantage at large by such listing of equity shares.

STATUTORY AUDITORS

M/s S. R. Batliboi & Associates, Chartered Accountants, Mumbai, Statutory auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re -appointment. Company has received a certificate from M/s S. R. Batliboi & Associates to the effect that their appointment, if made, would be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956. Board recommends their name for re -appointment as Statutory Auditors of the Company for financial year 2010-2011 in ensuing Annual General Meeting of Company.

AUDITORS REPORT

M/s S. R. Batliboi & Associates, Statutory Auditors, submitted their Audit Report for the Financial Year 2009-2010 which was self explanatory and contained following major observations which carries explanations of management as hereunder.

(a) Delay in payment of Statutory/Government Dues - Minor delay took place in very few cases due to some unavoidable factors however management has assured that all possible steps will be taken so that such instances will not recur in future.

(b) Delay in repayment of Bank Loan: Only two delay took place in case of IDBI Bank due to inadvertent lapses. This has been taken to note by the management for compliance.

(c) Issue of Corporate Guarantee without consideration - The two Corporate Guarantees issued to UCO Bank and HUDCO for loan sanctioned to M/s. Sahara Hospitality Limited for Rs. 6.67 Crore and Rs. 300 Crore stands released/cancelled w.e.f. 3rd March 2010 and Banks have issued letters to this effect. Further the Corporate Guarantee of Rs. 52.50 Crore given to M/s. Sahara Sanchar Limited for the funding facility extended to it by Punjab National Bank bears no consideration because the company does not foresee any risk for having given such Corporate Guarantee as the financials of M/s Sahara Sanchar Limited are sound and able to meet its financial obligations.

PUBLIC DEPOSITS

The Company has not accepted any public deposit during the year under review.

PARTICULARS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE BOARD OF DIRECTORS), RULES, 1988

Information required to be provided under Section 217(1) (e) of the Companies act, 1956 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 expenditure during the year are given as hereunder, however this has been also covered as a part of the notes to the financial statement vide Schedule 19(12).

Foreign Currency earning (accrual Basis) - Rs. 94,54,940=00

Foreign Currency expenditure (accrual Basis) - Rs. 26,22,272=00

PERSONNEL

Information relating to employees pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is annexed to this report.

CORPORATE GOVERNANCE

Corporate Governance Guidelines as specified in the Listing agreement with Stock exchanges is applicable to the Company from the Financial Year 2001 - 2002. Company has complied with the Guidelines of Corporate Governance and a separate report on the Corporate Governance is forming part of the Annual Report. 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 217 (2aa) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, confirm that:-

a) For the preparation of the annual accounts, the applicable accounting Standards had been followed alongwith 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 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, 1956 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.

ACKNOWLEDGEMENTS

The Directors wish to place on record their deep sense of appreciation to the Government authorities, Body Corporates, Business enterprises, and associates for their continued co-operation and support to the Company and to entire workforce of the Company at all levels for their co-operation all around.

For and on behalf of the Board of

Sahara One Media & Entertainment Limited

Sd/- Sd/-

Swapna Roy O. P. Srivastava

(Director) (Director)

Place : Mumbai

Date : August 09, 2010