|
|
|
MIRA
INFORM REPORT
|
Report No. : |
497402 |
|
Report Date : |
13.03.2018 |
IDENTIFICATION DETAILS
|
Name : |
SAHARA ONE MEDIA AND ENTERTAINMENT LIMITED
|
|
|
|
|
Registered
Office : |
CTS 40-44, S.V. Road, Goregaon (West), Mumbai – 400104, Maharashtra |
|
Tel. No.: |
91-22-42931818 / 66981042 |
|
|
|
|
Country : |
India |
|
|
|
|
Financials (as
on) : |
31.03.2017 |
|
|
|
|
Date of
Incorporation : |
06.08.1981 |
|
|
|
|
Com. Reg. No.: |
11-024947 |
|
|
|
|
Capital
Investment / Paid-up Capital : |
INR 215.250 Million |
|
|
|
|
CIN No.: [Company Identification
No.] |
L67120MH1981PLC024947 |
|
|
|
|
IEC No.: [Import-Export Code No.] |
Not Divulged |
|
|
|
|
TAN No.: [Tax Deduction &
Collection Account No.] |
MUMS37736G |
|
|
|
|
GSTN : [Goods & Service Tax
Registration No.] |
Not Divulged |
|
|
|
|
PAN No.: [Permanent Account No.] |
AAACP3047R |
|
|
|
|
Legal Form : |
A Public Limited Liability Company. The Company’s Shares are Listed on
the Stock Exchanges. |
|
|
|
|
Line of Business
: |
The company is a television content provider and also produces and
distributes films. (Registered
activity) |
|
|
|
|
No. of Employees
: |
Information declined by the management (Approximately) |
RATING & COMMENTS
(Mira Inform has adopted New Rating mechanism w.e.f. 23rd
January 2017)
|
MIRA’s Rating : |
C |
|
Credit Rating |
Explanation |
Rating Comments |
|
C |
Medium High Risk |
Business dealings permissible preferably
on secured basis |
|
Status : |
Poor |
|
|
|
|
Payment Behaviour : |
Slow and delayed |
|
|
|
|
Litigation : |
Exist |
|
|
|
|
Comments : |
Sahara One Media And Entertainment Limited is a part of “Sahara Group”. The company was incorporated in the year 1981 and it provides a mix of fiction and non-fiction entertainment shows, events, dramas, mythological series, reality shows, kids programming, thrillers, feature films and film-based programs. For the financial year 2017, the revenue of the company has decreased by 42.71% and has incurred operational loss. Rating takes into consideration the group’s ongoing delays in servicing the bank long term loan obligations and stressed liquidity position. Rating is further constrained on account the company’s continuous losses from its operations and unfavorable gap between its trade payables to its trade receivables. As per the unaudited quarterly financials of December 2017, the company has achieved revenue of INR 0.7 million but has incurred operational loss. However, rating weakness is partially offset by long established track record of business operations and debt free balance sheet. Business is active. Payment seems to be slow and delayed. In view of aforesaid, the company can be considered for business dealings on fully and secured trade terms and conditions. Note: The Company has stopped trading since last 10 days. |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
ECGC Country Risk Classification List
|
Country Name |
Previous Rating (30.09.2017) |
Current Rating (31.12.2017) |
|
India |
A1 |
A1 |
|
Risk Category |
ECGC Classification |
|
Insignificant |
A1 |
|
Low Risk |
A2 |
|
Moderately Low
Risk |
B1 |
|
Moderate Risk |
B2 |
|
Moderately High
Risk |
C1 |
|
High Risk |
C2 |
|
Very High Risk |
D |
EXTERNAL AGENCY RATING
|
Rating Agency Name |
Not Available |
|
Rating |
Not Available |
|
Rating Explanation |
Not Available |
|
Date |
Not Available |
RBI DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available RBI Defaulters’ list.
EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of
31-03-2016.
BIFR (Board for Industrial & Financial Reconstruction)
LISTING STATUS
Subject’s name is
not listed as a Sick Unit in the publicly available BIFR (Board for Industrial
& Financial Reconstruction) list as of 13.03.2018
IBBI (Insolvency and Bankruptcy Board of India) LISTING STATUS
Subject’s name is not listed in the publicly
available IBBI (Insolvency and Bankruptcy Board of India) list as of report
date.
INFORMATION DENIED BY
|
Name : |
Mr. Manish |
|
Designation : |
Sales Department |
|
Contact No.: |
91-22-42931818 |
|
Date : |
12.03.2018 |
MANAGEMENT NON-COOPERATIVE: Tel. No.: 91-22-66981111
LOCATIONS
|
Registered Office : |
CTS 40-44, S.V. Road, Goregaon (West), Mumbai – 400104, Maharashtra,
India |
|
Tel. No.: |
91-22-42931818 / 66981042 |
|
Fax No.: |
91-22-42871870 / 67992121 |
|
E-Mail : |
|
|
Website : |
|
|
|
|
|
Branch / Division / Unit 1: |
Sahara India Bhawan 1, Kapoorthala Complex, Lucknow – 226024, Uttar
Pradesh, India |
|
|
|
|
Branch / Division / Unit 2: |
Sahara India Complex, C-2, C-3, and C-4, Sector XI, Noida – 201301,
Uttar Pradesh, India |
DIRECTORS
As on 31.03.2017
|
Name : |
Mr. Brijendra Sahay |
|
Designation : |
Director |
|
Address : |
472, Sector-15A, Noida – 201301, Uttar Pradesh, India |
|
Date of Appointment : |
29.07.2006 |
|
DIN No.: |
00017600 |
|
|
|
|
Name : |
Mr. Om Prakash Srivastava |
|
Designation : |
Director |
|
Address : |
A-706, Sector-C, Mahanagar, Lucknow – 226006, Uttar
Pradesh, India |
|
Date of Appointment : |
10.03.2000 |
|
DIN No.: |
00144000 |
|
|
|
|
Name : |
Mr. Ranvirsingh Umraosingh Rathore |
|
Designation : |
Director |
|
Address : |
2 Rao, Tularam Marg, New Delhi – 110022, India |
|
Date of Appointment : |
29.07.2006 |
|
DIN No.: |
00265568 |
|
|
|
|
Name : |
Mr. Jagdish Narain Roy |
|
Designation : |
Director |
|
Address : |
27/201, Eastend Apartments, Mayur Vihar, Phase-1, Extn
Delhi – 110096, India |
|
Date of Appointment : |
01.07.2009 |
|
DIN No.: |
02132227 |
|
|
|
|
Name : |
Mr. Rana Zia |
|
Designation : |
Director |
|
Address : |
Flat No.501/507, Shakt Sai, Chapel Road Near Udai Clinic,
Nampally Hyderabad – 500001, Telangana, India |
|
Date of Appointment : |
20.03.2015 |
|
DIN No.: |
07083262 |
KEY EXECUTIVES
|
Name : |
Mr. Sukhmendra Kumar |
|
Designation : |
Company Secretary |
|
Date of Appointment : |
14.11.2015 |
|
PAN No.: |
CEXPK6643G |
|
|
|
|
Name : |
Mr. Prakash Chandra Tripathy |
|
Designation : |
Chief Finance Officer |
|
Address : |
F-403, Lilac Garden, Near P F Office, Charkop Sector-3,
Kandivali West, Mumbai – 400067, Maharashtra, India |
|
Date of Appointment : |
14.02.2016 |
|
PAN No.: |
ACFPT1741C |
|
|
|
|
Name : |
Mr. Sanjay Garg |
|
Designation : |
Head Finance |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
As on December 2017
|
Category of
shareholder |
No.
of fully paid up equity shares held |
Shareholding
as a % of total no. of shares |
|
|
Promoter & Promoter Group |
16141702 |
74.99 |
|
|
Public |
5383298 |
25.01 |
|
|
Grand
Total |
21525000 |
100.00 |
Statement showing shareholding pattern of the Promoter
and Promoter Group
|
Category
of shareholder |
No.
of fully paid up equity shares held |
Shareholding
as a % of total no. of shares |
|
|
A1) Indian |
0.00 |
|
|
|
Individuals/Hindu
undivided Family |
8375000 |
38.91 |
|
|
Shri Subrata Roy Sahara |
5200000 |
24.16 |
|
|
Shri Joy Broto Roy |
1000000 |
4.65 |
|
|
Shri Om Prakash Srivastava |
1000000 |
4.65 |
|
|
Shri Ishtiaque Ahmad |
825000 |
3.83 |
|
|
Smt Swapna Roy |
350000 |
1.63 |
|
|
Any Other
(specify) |
7766702 |
36.08 |
|
|
Sahara India Financial Corporation Limited |
3076912 |
14.29 |
|
|
Sahara Prime City Limited |
3261790 |
15.15 |
|
|
Sahara India Commercial Corporation
Limited |
1238500 |
5.75 |
|
|
SAIN Processing and Weaving Mills Private
Limited |
189500 |
0.88 |
|
|
Sub Total A1 |
16141702 |
74.99 |
|
|
A2) Foreign |
0.00 |
|
|
|
A=A1+A2 |
16141702 |
74.99 |
|
Statement showing shareholding pattern of the Public
shareholder
|
Category
& Name of the Shareholders |
No.
of fully paid up equity shares held |
Shareholding
% calculated as per SCRR, 1957 As a % of (A+B+C2) |
|
|
B1) Institutions |
0 |
0.00 |
|
|
B2) Central
Government/ State Government(s)/ President of India |
0 |
0.00 |
|
|
B3)
Non-Institutions |
0 |
0.00 |
|
|
Individual share
capital upto INR 0.200 Million |
173295 |
0.81 |
|
|
Individual share
capital in excess of INR 0.200 Million |
30694 |
0.14 |
|
|
Any Other (specify) |
5179309 |
24.06 |
|
|
Sub Total B3 |
5383298 |
25.01 |
|
|
B=B1+B2+B3 |
5383298 |
25.01 |
|
BUSINESS DETAILS
|
Line of Business : |
The company is a television content provider and also produces and
distributes films. (Registered
activity) |
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Products : |
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Brand Names : |
Not Divulged |
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Agencies Held : |
Not Divulged |
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Exports : |
Not Divulged |
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||||
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Imports : |
Not Divulged |
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||||
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Terms : |
Not Divulged |
PRODUCTION STATUS NOT AVAILABLE
GENERAL INFORMATION
|
Suppliers : |
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Customers : |
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||||||||||||||
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No. of Employees : |
Information declined by the management |
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Bankers : |
|
||||||||||||||
|
|
|
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Auditors : |
|
|
Name : |
D.S. Shukla and Company Chartered Accountants |
|
Address : |
Ground Floor, Ekta Apartment, 125-Chandralok Colony, Allganj, Lucknow
– 226024, Uttar Pradesh, India |
|
Tel. No.: |
91-522-4236996 |
|
Fax No.: |
91-522-4236996 |
|
E-Mail : |
|
|
|
|
|
Memberships : |
Not Available |
|
|
|
|
Collaborators : |
Not Available |
|
|
|
|
Enterprises
under common Control : |
|
CAPITAL STRUCTURE
As on 31.03.2017
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
35000000 |
Equity Shares |
INR 10/- each |
INR 350.000 Million |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
21525000 |
Equity Shares |
INR 10/- each |
INR 215.250 Million |
|
|
|
|
|
a. Reconciliation of the share outstanding at the beginning and at the end
of the reporting period Equity shares
|
Particulars |
31 March 2017 |
|
|
|
No. |
IN in million |
|
At the beginning of the period |
21525000 |
215.250 |
|
Issued during the period |
-- |
-- |
|
Outstanding at the end of the period |
21525000 |
215.250 |
b. Terms/ rights attached to equity shares:
The company has only one class of equity
shares having par value of INR 10 per shares. Each holder of equity shares in
entitled to one vote per share.
During the year ended 31st March
2017, the amount per share dividend recognized as distributions to equity
shareholders was Nil (31st March 2016; Nil)
In the event of liquidation of the Company,
the holders of equity shares will be entities to revived remaining assets of
the company, after distribution of all preferential amounts. The distribution
will be proportion to the number of equity shares held by the shareholders.
c. Details of shareholders holding more than 5% shares in the Company
|
Particulars |
31 March 2017 |
|
|
|
No. |
% holding in the
class |
|
Equity shares of INR 10 each fully paid |
|
|
|
Shri Sudrata Roy Sahara |
5200000 |
24.16 |
|
Sahara India Financial Corporation Limited |
3076912 |
14.29 |
|
Sahara Prime City Limited |
3261790 |
15.15 |
|
Bennett Colement and Company Limited |
1100000 |
5.11 |
As per records of the Company. Including its
register of shareholders / members and other declaration received from
shareholders regarding beneficial.
Interest, the above shareholding represent s
both legal and beneficial ownership of shares.
FINANCIAL DATA
[all figures are
in INR Million]
ABRIDGED
BALANCE SHEET
|
SOURCES
OF FUNDS |
31.03.2017 |
31.03.2016 |
31.03.2015 |
|
|
|
|
|
|
I.
EQUITY AND LIABILITIES |
|
|
|
|
(1)Shareholders' Funds |
|
|
|
|
(a) Share Capital |
215.250 |
215.250 |
215.250 |
|
(b) Reserves & Surplus |
2080.625 |
2103.508 |
2400.084 |
|
(c) Money received against
share warrants |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
(2) Share Application money
pending allotment |
0.000 |
0.000 |
0.000 |
|
Total
Shareholders’ Funds (1) + (2) |
2295.875 |
2318.758 |
2615.334 |
|
|
|
|
|
|
(3) Non-Current Liabilities |
|
|
|
|
(a) long-term borrowings |
0.000 |
0.000 |
0.000 |
|
(b) Deferred tax liabilities
(Net) |
0.000 |
0.000 |
0.000 |
|
(c) Other long term
liabilities |
0.000 |
0.000 |
0.000 |
|
(d) long-term provisions |
0.000 |
0.000 |
0.000 |
|
Total
Non-current Liabilities (3) |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
(4) Current Liabilities |
|
|
|
|
(a) Short term borrowings |
0.000 |
0.000 |
0.000 |
|
(b) Trade payables |
447.051 |
454.087 |
469.070 |
|
(c) Other current liabilities |
18.539 |
19.829 |
20.977 |
|
(d) Short-term provisions |
17.162 |
15.089 |
15.089 |
|
Total
Current Liabilities (4) |
482.752 |
489.005 |
505.136 |
|
|
|
|
|
|
TOTAL |
2778.627 |
2807.763 |
3120.470 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1) Non-current assets |
|
|
|
|
(a) Fixed Assets |
|
|
|
|
(i) Tangible assets |
3.272 |
3.871 |
5.259 |
|
(ii) Intangible Assets |
0.000 |
0.000 |
0.000 |
|
(iii) Capital work-in-progress |
0.000 |
0.000 |
0.000 |
|
(iv) Intangible assets under
development |
0.000 |
0.000 |
0.000 |
|
(b) Non-current Investments |
197.585 |
197.120 |
11.120 |
|
(c) Deferred tax assets (net) |
0.000 |
0.000 |
0.000 |
|
(d) Long-term Loan and Advances |
515.824 |
519.477 |
526.126 |
|
(e) Other Non-current assets |
0.000 |
0.000 |
0.000 |
|
Total
Non-Current Assets |
716.681 |
720.468 |
542.505 |
|
|
|
|
|
|
(2) Current assets |
|
|
|
|
(a) Current investments |
22.255 |
22.255 |
28.799 |
|
(b) Inventories |
9.613 |
40.945 |
362.293 |
|
(c) Trade receivables |
717.567 |
733.596 |
706.407 |
|
(d) Cash and cash equivalents |
276.928 |
9.581 |
14.067 |
|
(e) Short-term loans and
advances |
1035.583 |
1280.918 |
1466.399 |
|
(f) Other current assets |
0.000 |
0.000 |
0.000 |
|
Total
Current Assets |
2061.946 |
2087.295 |
2577.965 |
|
|
|
|
|
|
TOTAL |
2778.627 |
2807.763 |
3120.470 |
PROFIT
& LOSS ACCOUNT
|
|
PARTICULARS |
31.03.2017 |
31.03.2016 |
31.03.2015 |
|
|
SALES |
|
|
|
|
|
Income |
28.878 |
50.409 |
263.344 |
|
|
Other Income |
2.135 |
0.456 |
27.173 |
|
|
TOTAL
|
31.013 |
50.865 |
290.517 |
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
Purchases of Stock-in-Trade |
0.000 |
0.000 |
287.676 |
|
|
Changes in inventories of
finished goods, work-in-progress and Stock-in-Trade |
31.332 |
321.348 |
140.329 |
|
|
Employees benefits expense |
3.287 |
7.686 |
52.613 |
|
|
Prior Period Items |
0.096 |
0.187 |
0.282 |
|
|
Other expenses |
18.447 |
16.817 |
98.909 |
|
|
TOTAL |
53.162 |
346.038 |
579.809 |
|
|
|
|
|
|
|
|
PROFIT/
(LOSS) BEFORE INTEREST, TAX,
DEPRECIATION AND AMORTISATION |
(22.149) |
(295.173) |
(289.292) |
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES |
0.090 |
0.170 |
1.555 |
|
|
|
|
|
|
|
|
PROFIT
/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION |
(22.239) |
(295.343) |
(290.847) |
|
|
|
|
|
|
|
Less/
Add |
DEPRECIATION/
AMORTISATION |
0.644 |
1.233 |
2.064 |
|
|
|
|
|
|
|
|
PROFIT/
(LOSS) BEFORE TAX |
(22.883) |
(296.576) |
(292.911) |
|
|
|
|
|
|
|
Less |
TAX |
0.000 |
0.000 |
36.302 |
|
|
|
|
|
|
|
|
PROFIT/
(LOSS) AFTER TAX |
(22.883) |
(296.576) |
(329.213) |
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
18.658 |
315.234 |
644.447 |
|
|
|
|
|
|
|
|
Balance
Carried to the B/S |
(4.225) |
18.658 |
315.234 |
|
|
|
|
|
|
|
|
EARNINGS
IN FOREIGN CURRENCY |
|
|
|
|
|
F.O.B. Value of Exports |
3.878 |
0.037 |
7.997 |
|
|
TOTAL
EARNINGS |
3.878 |
0.037 |
7.997 |
|
|
|
|
|
|
|
|
Earnings
/ (Loss) Per Share (INR) |
(1.06) |
(13.78) |
(15.29) |
CURRENT MATURITIES OF LONG TERM DEBT DETAILS
|
Particulars |
31.03.2017 |
31.03.2016 |
31.03.2015 |
|
Current Maturities of Long term debt |
NA |
NA |
NA |
|
Cash generated from operations |
267.958 |
174.948 |
(673.477) |
|
Net cash flow from operating activity |
267.755 |
174.530 |
(702.086) |
KEY
RATIOS
EFFICIENCY RATIOS
|
PARTICULARS |
31.03.2017 |
31.03.2016 |
31.03.2015 |
|
Average Collection Days (Sundry Debtors / Income * 365 Days) |
9069.60 |
5311.80 |
979.09 |
|
|
|
|
|
|
Account Receivables Turnover (Income / Sundry
Debtors) |
0.04 |
0.07 |
0.37 |
|
|
|
|
|
|
Average Payment Days (Sundry Creditors
/ Purchases * 365 Days) |
0.00 |
0.00 |
595.15 |
|
|
|
|
|
|
Inventory Turnover (Operating Income
/ Inventories) |
(2.30) |
(7.21) |
(0.80) |
|
|
|
|
|
|
Asset Turnover (Operating Income
/ Net Fixed Assets) |
(6.77) |
(76.25) |
(55.01) |
LEVERAGE RATIOS
|
PARTICULARS |
31.03.2017 |
31.03.2016 |
31.03.2015 |
|
Debt Ratio ((Borrowing + Current Liabilities) / Total
Assets) |
0.17 |
0.17 |
0.16 |
|
|
|
|
|
|
Debt Equity Ratio (Total Liability
/ Networth) |
0.00 |
0.00 |
0.00 |
|
|
|
|
|
|
Current Liabilities to Networth (Current
Liabilities / Net Worth) |
0.21 |
0.21 |
0.19 |
|
|
|
|
|
|
Fixed Assets to Networth (Net Fixed Assets
/ Networth) |
0.00 |
0.00 |
0.00 |
|
|
|
|
|
|
Interest Coverage Ratio (PBIT / Financial
Charges) |
(246.10) |
(1736.31) |
(186.04) |
PROFITABILITY RATIOS
|
PARTICULARS |
|
31.03.2017 |
31.03.2016 |
31.03.2015 |
|
Net Profit Margin ((PAT / Sales) *
100) |
% |
(79.24) |
(588.34) |
(125.01) |
|
|
|
|
|
|
|
Return on Total Assets ((PAT / Total
Assets) * 100) |
% |
(0.82) |
(10.56) |
(10.55) |
|
|
|
|
|
|
|
Return on Investment (ROI) ((PAT / Networth)
* 100) |
% |
(1.00) |
(12.79) |
(12.59) |
SOLVENCY RATIOS
|
PARTICULARS |
31.03.2017 |
31.03.2016 |
31.03.2015 |
|
Current Ratio (Current Assets / Current Liabilities) |
4.27 |
4.27 |
5.10 |
|
|
|
|
|
|
Quick Ratio ((Current Assets
– Inventories) / Current Liabilities) |
4.25 |
4.18 |
4.39 |
|
|
|
|
|
|
G-Score Ratio Financial (Networth / Total
Assets) |
0.83 |
0.83 |
0.84 |
|
|
|
|
|
|
G-Score Ratio Debt (Debts / Equity
Capital) |
0.00 |
0.00 |
0.00 |
|
|
|
|
|
|
G-Score Ratio Liquidity (Total Current
Assets / Total Current Liabilities) |
4.27 |
4.27 |
5.10 |
Total Liability = Short-term Debt + Long-term
Debt + Current Maturities of Long-term debts
STOCK PRICES
|
Face Value |
INR 10.00/- |
|
Market Value |
INR 44.15/- |
FINANCIAL ANALYSIS
[all figures are
INR Million]
DEBT EQUITY RATIO
|
Particular |
31.03.2015 |
31.03.2016 |
31.03.2017 |
|
|
INR
In Million |
INR
In Million |
INR
In Million |
|
Share Capital |
215.250 |
215.250 |
215.250 |
|
Reserves & Surplus |
2400.084 |
2103.508 |
2080.625 |
|
Share Application money pending allotment |
0.000 |
0.000 |
0.000 |
|
Net
worth |
2615.334 |
2318.758 |
2295.875 |
|
|
|
|
|
|
Long Term borrowings |
0.000 |
0.000 |
0.000 |
|
Short Term borrowings |
0.000 |
0.000 |
0.000 |
|
Total
borrowings |
0.000 |
0.000 |
0.000 |
|
Debt/Equity
ratio |
0.000 |
0.000 |
0.000 |
YEAR-ON-YEAR GROWTH
|
Year
on Year Growth |
31.03.2015 |
31.03.2016 |
31.03.2017 |
|
|
INR
In Million |
INR
In Million |
INR
In Million |
|
Sales
|
263.344 |
50.409 |
28.878 |
|
|
|
(80.858) |
(42.713) |
NET PROFIT MARGIN
|
Net
Profit Margin |
31.03.2015 |
31.03.2016 |
31.03.2017 |
|
|
INR
In Million |
INR
In Million |
INR
In Million |
|
Sales
|
263.344 |
50.409 |
28.878 |
|
Profit/
(Loss) |
(329.213) |
(296.576) |
(22.883) |
|
|
(125.01%) |
(588.34%) |
(79.24%) |
LEGAL
CASES
|
LITIGATION DETAILS |
|||||||
|
Bench:- Bombay |
|||||||
|
Presentation:- 03.03.2017 |
|||||||
|
Lodging No:- |
SL/155/2017 |
Failing Date:- |
03.03.2017 |
Reg. No.:- |
COMIP/518/2017 |
Reg. Date:- |
19.07.2017 |
|
|
|||||||
|
Petitioner:- |
ULTRA MEDIA AND ENTERTAINMENT PRIVATE LIMITED |
Respondent:- |
SAHARA ONE MEDIA AND ENTERTAINMENT LIMITED |
||||
|
Petn.Adv:- |
NAIK NAIK AND COMPANY (I7932) |
Resp.Adv.: |
SHAIKH WAJID MOHD. ISMAL (0) |
||||
|
District:- |
MUMBAI |
||||||
|
Bench:- |
SINGLE |
Category: |
INTELLECTUAL PROPERTY RIGHTS RELATING TO COPYRIGHT |
||||
|
Status:- |
Pre-Admission |
Stage:- |
FOR DIRECTION
[ORIGINAL SIDE MATTERS] |
||||
|
Last Date:- |
15.01.2018 |
||||||
|
Last Coram:- |
PROVISIONAL BOARD |
||||||
|
Act:- |
Copy Right Act |
|
|
||||
|
LITIGATION DETAILS |
|||||||
|
Bench:- Bombay |
|||||||
|
Presentation:- 29.06.2017 |
|||||||
|
Lodging No:- |
CARBPL/291/2017 |
Failing Date:- |
29.06.2017 |
Reg. No.:- |
CARBP/410/2017 |
Reg. Date:- |
08/08/2017 |
|
|
|||||||
|
Petitioner:- |
FILDIAN IMPEX (INDIA) PRIVATE LIMITED |
Respondent:- |
SAHARA ONE MEDIA AND ENTERTAINMENT LIMITED |
||||
|
Petn.Adv:- |
CRAWFORD BAYKEY AND CO (I11491) |
|
|||||
|
District:- |
MUMBAI |
||||||
|
Bench:- |
SINGLE |
Category: |
ARBITRATION PETITION U/S 9 OF ARBITRATION AND CONCILIATION ACT, 1996 |
||||
|
Status:- |
Pre-Admission |
Stage:- |
FOR DIRECTION
[ORIGINAL SIDE MATTERS] |
||||
|
Last Date:- |
08.08.2017 |
||||||
|
Last Coram:- |
REGISTRAR (OS)/PROTHOTARY AND SR. MASTER |
||||||
|
Act:- |
Arbitration and Conciliation Act 1996 |
Under Section:- |
9 |
||||
|
LITIGATION DETAILS |
|||||||
|
Bench:- Bombay |
|||||||
|
Presentation:- 22.08.2017 |
|||||||
|
Lodging No:- |
ITXAL/2125/2017 |
Failing Date:- |
22.08.2017 |
Reg. No.:- |
ITXA/47/2018 |
Reg. Date:- |
03.01.2018 |
|
|
|||||||
|
Petitioner:- |
COMMISSIONER OF INCOME TAX (TDS)-2 |
Respondent:- |
SAHARA ONE MEDIA AND ENTERTAINMENT LIMITED |
||||
|
Petn.Adv:- |
SURESH KUMAR (I2100) |
|
|||||
|
District:- |
MUMBAI |
||||||
|
Bench:- |
DIVISION |
Category: |
TAX APPEALS |
||||
|
Status:- |
Pre-Admission |
Stage:- |
FOR REJECTION
[ORIGINAL SIDE MATTERS] |
||||
|
Last Date:- |
19.01.2018 |
||||||
|
Last Coram:- |
ACCORDING TO SITTING LIST ACCORDING TO SITTING LIST |
||||||
|
Act:- |
Income Tax Act, 1961 |
Under Section:- |
260A |
||||
|
LITIGATION DETAILS |
|||||||
|
Bench:- Bombay |
|||||||
|
Presentation:- 18.04.2017 |
|||||||
|
Lodging No:- |
ARBPL/332/2017 |
Failing Date:- |
18.04.2017 |
Reg. No.:- |
ARBP/410/2017 |
Reg. Date:- |
29.06.2017 |
|
|
|||||||
|
Petitioner:- |
CAFÉ 9 MEDIA HUB PRIVATE LIMITED |
Respondent:- |
SAHARA ONE MEDIA AND ENTERTAINMENT LIMITED |
||||
|
Petn.Adv:- |
ANIL FERNANDES AND ASSOCIATES (I8892 |
Resp. Adv.:- |
0 (0) |
||||
|
District:- |
MUMBAI |
||||||
|
Bench:- |
SINGLE |
||||||
|
Status:- |
Pre-Admission |
Category: |
ARBITRATION ACT. |
||||
|
Act:- |
Arbitration and Conciliation act 1996 |
Under Section:- |
9 |
||||
|
LITIGATION DETAILS |
|||||||
|
Bench:- Bombay |
|||||||
|
Presentation:- 14.07.2017 |
|||||||
|
Lodging No:- |
COMSL/382/2017 |
Failing Date:- |
14.07.2017 |
Reg. No.:- |
COMSS/628/2017 |
Reg. Date:- |
28.08.2017 |
|
|
|||||||
|
Petitioner:- |
MAXIMUM ENTERTAINMENT PRIVATE LIMITED |
Respondent:- |
SAHARA ONE MEDIA AND ENTERTAINMENT LIMITED |
||||
|
Petn.Adv:- |
CRAWFORD BAYLEY AND CO (I1491) |
Resp. Adv.:- |
SHAIKH WAJIDMOHD. ISMAIL (0) |
||||
|
District:- |
MUMBAI |
||||||
|
Bench:- |
SINGLE |
Category: |
COMMERCIAL SUMMARY SUIT |
||||
|
Status:- |
Pre-Admission |
Stage:- |
IN CHAMBER |
||||
|
Last Date:- |
07.03.2018 |
||||||
|
Last Coram:- |
HON’BLE SHRI JUSTICE S.C. GUPTE |
||||||
|
Act:- |
Code of Civil Procedure 1908 |
||||||
LOCAL AGENCY FURTHER INFORMATION
|
Sr. No. |
Check list by
info agents |
Available in
Report (Yes/No) |
|
1 |
Year of establishment |
Yes |
|
2 |
Constitution of the entity -Incorporation
details |
Yes |
|
3 |
Locality of the entity |
Yes |
|
4 |
Premises details |
No |
|
5 |
Buyer visit details |
-- |
|
6 |
Contact numbers |
Yes |
|
7 |
Name of the person contacted |
Yes |
|
8 |
Designation of contact person |
Yes |
|
9 |
Promoter’s background |
Yes |
|
10 |
Date of Birth of Proprietor / Partners /
Directors |
Yes |
|
11 |
Pan Card No. of Proprietor / Partners |
No |
|
12 |
Voter Id Card No. of Proprietor / Partners |
No |
|
13 |
Type of business |
Yes |
|
14 |
Line of Business |
Yes |
|
15 |
Export/import details (if applicable) |
No |
|
16 |
No. of employees |
No |
|
17 |
Details of sister concerns |
Yes |
|
18 |
Major suppliers |
No |
|
19 |
Major customers |
No |
|
20 |
Banking Details |
Yes |
|
21 |
Banking facility details |
Yes |
|
22 |
Conduct of the banking account |
-- |
|
23 |
Financials, if provided |
Yes |
|
24 |
Capital in the business |
Yes |
|
25 |
Last accounts filed at ROC, if applicable |
Yes |
|
26 |
Turnover of firm for last three years |
Yes |
|
27 |
Reasons for variation <> 20% |
-- |
|
28 |
Estimation for coming financial year |
No |
|
29 |
Profitability for last three years |
Yes |
|
30 |
Major shareholders, if available |
Yes |
|
31 |
External Agency Rating, if available |
No |
|
32 |
Litigations that the firm/promoter
involved in |
Yes |
|
33 |
Market information |
-- |
|
34 |
Payments terms |
No |
|
35 |
Negative Reporting by Auditors in the
Annual Report |
No |
CORPORATE
INFORMATION:
Subject is public company domiciled in India and incorporated under the
provision of the Companies Act, 1956. The company is a television content
provider and also producer and also produces and distributes films.
INDEX OF CHARGES:
|
SNo |
SRN |
Charge Id |
Charge Holder Name |
Date of Creation |
Date of
Modification |
Date of
Satisfaction |
Amount |
Address |
|
1 |
B60948569 |
10084755 |
INDUSTRIAL DEVELOPMENT BANK OF INDIA LIMITED |
22/12/2007 |
- |
18/10/2012 |
200000000.0 |
IDBI TOWER, WTC COMPLEX, CUFFE PARADE, MUMBAI – 400005, MAHARASHTRA, INDIA |
|
2 |
B41202128 |
10157729 |
PUNJAB NATIONAL BANK |
02/05/2009 |
- |
17/05/2012 |
400000000.0 |
MG MARG BRANCH, HAZARATGANJ, LUCKNOW – 226001, UTTAR PRADESH, INDIA |
STATEMENT OF
STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31ST
DECEMBER 2017
|
|
|
Particulars |
quarter ended |
quarter ended |
Nine months ended |
|
|
|
|
31.12.2017 |
30.09.2017 |
31.12.2017 |
|
1 |
|
Income from Operations |
|
|
|
|
|
|
Sales/Income from Operations (Gross) |
0.370 |
0.424 |
2.556 |
|
|
|
Other Income |
0.385 |
23.149 |
27.361 |
|
|
Total Income from
Operations (Net) |
0.755 |
23.573 |
29.917 |
|
|
2 |
Expenses |
|
|
|
|
|
|
a) |
Purchase Of Content |
-- |
-- |
-- |
|
|
b) |
Increase / Decrease in Inventory |
1.709 |
1.709 |
5.127 |
|
|
c) |
Employee benefit expenses |
0.819 |
0.781 |
2.359 |
|
|
d) |
Other expenses |
49.565 |
49.027 |
242.953 |
|
|
e) |
Depreciation and amortization expense |
0.163 |
0.163 |
0.486 |
|
|
f) |
Finance Costs |
0.009 |
0.052 |
0.068 |
|
|
Total Expenses |
52.265 |
51.732 |
250.994 |
|
|
|
|
|
|
|
|
|
9 |
Profit /(Loss)
before tax |
(51.510) |
(28.159) |
(221.077) |
|
|
10 |
Tax Expense |
-- |
-- |
-- |
|
|
11 |
Net Profit /(Loss)
after tax |
(51.510) |
(28.159) |
(221.077) |
|
|
14 |
|
Earnings per share (before/after extraordinary items) of INR 10/- each |
|
|
|
|
|
|
Basic & Diluted |
(2.39) |
(1.31) |
(10.27) |
SEGMENT WISE
REVENUE, RESULTS AND CAPITAL EMPLOYED AS ON DECEMBER 31, 2017
|
Particulars |
quarter ended |
quarter ended |
Nine months ended |
|
|
31.12.2017 |
30.09.2017 |
31.12.2017 |
|
Segment Revenue |
|
|
|
|
a) Television |
0.370 |
0.424 |
2.075 |
|
b) Motion Pictures |
-- |
-- |
0.481 |
|
c) Unallocated |
0.385 |
23.149 |
27.361 |
|
Total |
0.755 |
23.573 |
29.917 |
|
Less: Inter Segment Revenue |
-- |
-- |
-- |
|
|
|
|
|
|
Net Sales/Income
from Operations |
0.755 |
23.573 |
29.917 |
|
|
|
|
|
|
Segment Results |
|
|
|
|
Profit / (Loss) before interest exceptional items and tax from each segment |
|
|
|
|
a) Television |
(13.914) |
(13.861) |
(40.778) |
|
b) Motion Pictures |
(34.222) |
(34.222) |
(102.187) |
|
c) Unallocated |
(3.364) |
19.976 |
(78.044) |
|
Sub Total |
(51.500) |
(28.108) |
(221.009) |
|
|
|
|
|
|
Less: i) Interest |
0.010 |
0.052 |
0.068 |
|
II) Other-Un-allocable Expenditure net off Un-allocable Income |
-- |
-- |
-- |
|
|
|
|
|
|
Total Profit /
(Loss) before Tax |
(51.510) |
(28.159) |
(221.077) |
|
|
|
|
|
|
Capital Employed (Segment assets - Segment
Liabilities) |
|
|
|
|
a) Television |
609.903 |
276.875 |
609.903 |
|
b) Motion Pictures |
211.748 |
280.193 |
211.748 |
|
c) Unallocated |
1253.148 |
1603.463 |
1253.148 |
|
Total |
2074.799 |
2160.531 |
2074.799 |
Note:
1. The un-audited standalone financial results for the
quarter ended 31st December, 2017 are in compliance with the India Accounting
Standards (Ind AS) notified by the Ministry of Corporate Affairs. Consequently,
the results for the quarter ended 31st December, 2016 have been restated to
comply with the Ind AS to make them comparable.
2. Reconciliation between the results as reported under previous Generally
Accepted Accounting Principles (GAAP) and Ind AS are summarised below:
(a) Fair valuation of investments in mutual fund: Under the Ind AS, the
investments in mutual funds have been accounted at the fair value through Statement
of Profit and Loss instead of accounting at lower of cost and fair value under
IGAAP.
3. The above results have been reviewed and recommended by the Audit Committee
and approved by Board of Directors in their meetings held on 7th February,
2018. The Statutory Auditors have carried out Limited Review of the financial
results for the quarter ended 31st December 2017.
4. The Company has adopted Ind AS (Indian Accounting Standards) from 1st April,
2017 and accordingly these financial results have been prepared in accordance
with the recognition and measurement principles laid down in Ind AS 34 -
Interim Financial Reporting prescribed under Section 133 of the Companies Act,
2013, read with the relevant rules issued thereunder and other accounting principles
generally accepted in India. The date of transition to Ind AS is 1st April,
2016.
5. The Ind-AS compliant corresponding figures in the previous year have not
been subjected to limited review/audit by the statutory auditors. These results
have been prepared based on the information compiled by the Management.
However, the Management has exercised due diligence to ensure that the
financial results for the quarter ended December 31,2016 provide a true and
fair view of the results of the Company in accordance with Ind AS.
6. The statement does not include Ind AS-compliant statement of results for the
previous year ended 3Ist March, 2017 as the same are not mandatory as per
SEBI's circular dated 5th July, 2016.
7. Previous period's figures have been regrouped /rearranged wherever necessary
to conform to the current period's classification.
CONTINGENT
LIABILITIES:
(INR in million)
|
PARTICULARS |
31.03.2017 |
31.03.2016 |
|
Income Tax in respect of assessment years
2000-01 to 2013-14 in respects of which the company has gone on appeal, Based
on judicial pronouncements, the company’s claim is likely to be accepted by
the appellate authorities. |
479.460 |
493.460 |
|
Custom case pending at appellate authorities
in respect of financial year 2008-09. |
0.445 |
0.445 |
FIXED ASSETS
- Building
- Office Equipment
- Shooting Equipment
- Computers
- Furniture and Fixture
- Vehicles
PRESS RELEASE
SUPREME COURT, SEBI & SAHARA INDIA – THE INVESTOR
FRAUD CASE
June 14, 2017
The SEBI v. Sahara India Case, ongoing case since 2009, is one of the most riveting corporate cases in recent times. What began as an innocuous letter pointing out a discrepancy in the Draft Red Herring Prospectus (hereinafter referred to as DRHP) of Sahara, soon snowballed into uncovering illegal scheme of public offering made by the company. Then began a torrent of feeble defenses and a perpetual scramble for loop-holes which were finally shut off by the Supreme Court of India by its judgements. Not just one but multiple Courts and Government authorities were engaged in this high-profile saga. However, with the recently held auction Sahara’s flagship project, Aamby Valley, the end does not seem to be anywhere around the corner.
History
Sahara Parivar on 29th September, 2009 officially filed a DRHP with the Registrar of Companies for its real estate company Sahara Prime City Limited (hereinafter referred to as SPCL). The act of raising money from public through the instrument of shares is known as Initial Public Offering (IPO). It is permitted to be undertaken only by listed companies under the supervision of SEBI. SEBI being a regulatory authority, scrutinizes details of the public issue, the sound reason, and looks into the financial position before any company is allowed to roll out its IPO in share market. This is a standard regulating practice of the Apex market regulating body of India. The main objective is to keep in check the malpractices and safeguard the interest of the investors.
The DRHP submitted to SEBI is not a confidential agreement and is uploaded on its website. It is readily made available to the public. The rationale is that SEBI, being the sole capital market regulating body, cannot pursue these documents alone. The prospectus at times runs into thousands of pages. It is indeed, a herculean task. Additionally, even if it accidentally misses out on any fact, detail or figure, it is jeopardizing interest of millions of investors. To preclude from any untoward incident, it uploads the prospectus on its official website. Furthermore, it opens window for the public to raise concerns about the accounts of financial situation. It aids the regulating body in its function. This procedure has been in practice since 1995-96.
The DRHP of Sahara Prime City Limited was no exception. It was uploaded and was open to the public. It is a 779-page long document containing relevant financial, legal and other information about the company. However, the DRHP of Sahara Prime City Limited was unique in the sense that on its page 640, in 49th para, was tucked away a simple piece of information which changed the entire fate of the company as well as its parent company, Sahara India Parivar.
This was first pointed out by Roshan Lal of Indore on 4th January, 2010. In a one-and -half page long letter addressed to the National Housing Bank, Lal brought to light the details on 640th page of DRHP. The same was pointed out in another instance. This time by the Professional Group for Investors Protection, Ahmedabad.
It stated that Sahara, being an unlisted company, was raising huge public money. It was done by the means of the Optionally Fully Convertible Debentures (hereinafter referred to as the OFCD). These are hybrid debentures, whereby initially the investor is a debtor of the company but, can own a part of the company by becoming the shareholder. However, this can occur only within a stipulated time. He/she has an option to convert their debenture bond into shares of the company. After that they can enjoy all rights a shareholder has.
The 640th page of the DRHP stated that there existed a pending dispute between the Income Tax Department and Sahara for collecting public money by the way of OFCD. The matter is pending before the Commissioner of Income Tax (Appeals), New Delhi.
This alerted SEBI against illegal and unauthorized raising of money from the public. SEBI was not only verifying and looking into the depth of the issue but also deciding on the fate of Sahara Prime City Limited in granting them the authority to legally raise money from the public.
After a few months, SEBI banned the Company from issuing any share or raising any money from the public. It also demanded the Company to co-operate with the investigation and furnish any detail required. Sahara now attempted to evade answering the SEBI and wade their jurisdiction.
In the ensuing tussle, Sahara made a successful attempt by getting a stay order on the SEBI’s order from the Allahabad High Court on 13th December, 2010. Sahara also refused to delve either any information or to co-operate with SEBI. The Company has based its arguments on Section 55A and Section 60 B of the Companies Act, 1956.
Section 55A of the Companies Act, 1956 which discusses the special powers states that SEBI is empowered to seek information only from the listed companies. Since the application of Sahara Prime City Limited to go Public and get listed is still pending, SEBI has no right to seek answers or any information from the Sahara Prime City Ltd. Section 60B states that if the Company files the prospectus with the Registrar of Companies, it can raise money of which SEBI has no jurisdiction.
However, this victory was short lived as the judgment was overturned on 4th January, 2010. While overturning the judgement, the Supreme Court of India reprimanded the Allahabad High Court for its judgement which was inundated with biases and extraneous consideration. The Supreme Court of India laid down a landmark and commendable precedent.
The issue concerning the jurisdiction of SEBI over a non-listed company was addressed in the light of Section 55A (c) of Companies Act. The Court stated that this section gave special powers to SEBI. It empowers SEBI to investigate and adjudicate matters on securities wherein investor’s interest is at stake. Emphasis was laid down on legislative intent behind the section and thus, SEBI had jurisdiction over matter of listed public companies to get their securities listed.
However, this alone would not empower SEBI to get the jurisdiction in Sahara case, as it was imperative for exchange, issue or transfer of securities. The Supreme Court stated that OFCDs issued by the company, claimed to be privately placed, were securities. Section 67(3) of the Companies Act speaks briefly that when any security is offered to and subscribed by more than 50 persons, it will be deemed to be a Public Offer. The argument of Sahara that the OFCDs were privately placed and only people related to the Company were investors, could not sustain. The company was held in violation of the Section 67(3) of the Companies Act as it transgressed the statutory limit ascertained under the Section. This violation attracted civil as well as criminal liability. Section 73 mandates that all public offering shall occur only through the channel of a recognized Stock Exchange. Since, the OFCDs issued by Sahara were not offered through the prescribed legal channel, they were deemed illegal.
Supreme Court of India widened the ambit interpreting the meaning of “securities”. It interpreters the word so as to include hybrid interments like OFCD along with the conventional instruments. Thus, SEBI was endowed with the jurisdiction over the matter to seek all relevant information from Sahara.
This judgement was landmark in the regard that it cleared the air regarding the conflicting jurisdiction of Corporate of Ministry and SEBI. It also filled the grey area concerning jurisdiction of the securities of Unlisted Company. Both, Ministry of Corporate Affairs and SEBI had concurrent jurisdiction over matters involving public interest.
Sahara landed in deep trouble as SEBI asked her to refund all money collected through the OFCD, along with 15% interest. This decision of SEBI was reiterated by the Supreme Court of India on 31st August, 2012.
Not only had SICCL raised money through OFCD, but also Sahara Housing Investment Corp. Limited (hereinafter referred to as SHICL) proliferated the number of investors which came close to 30 Million and the total fund was around Rs. 24,000 Crores. Both the companies were ordered to return the money collected through the OFCDs.
The Company was ordered to refund Rs. 17,500 Crores with 15% interest within the period of 90 days. The Company claimed that it had returned fund to 90% of its investors. SEBI was asked to look into credibility of the claim and also ensure that the rest of the investors received their money back. The Company was to provide details with supporting documents to SEBI about the subscribers and investors. The proclaimed refunds were made to the investors, within ten days i.e by September 10, 2012. No criminal sanctions were issued against the promoters, directors or the Company. The deadline fixed for refunding the money collected from the public by two Sahara companies under the OFCD scheme was November 30, 2012.
The Court stated if SEBI did not find the supporting documents claiming the return to the investors, it would be presumed that the money was not returned. If the investors were not found to be genuine, the money owed to the Companies would be transferred to the Consolidated Fund of India. The Court had appointed retired judge Justice BN Agrawal to oversee the entire matter of returning the funds. Also, the court empowered SEBI to take suitable actions to recover money from Sahara in case it defaulted.
Sahara did comply with the order of the Hon’ble Supreme Court. September 10, 2012, which was the last day for sending documents and providing information to SEBI, was quite phenomenal, eventful and moreover a dramatic day. The documents from Sahara had reached SEBI’s headquarters located in Mumbai on this day. They arrived, loaded in 127 Trucks, piled up in 31,000 cartons carrying information of all 30 million subscribers of the OFCD. The regulating body was inundated with 120 tonnes of documents.
Irrespective of the motive, intention and agenda behind the act, Sahara ended up paying the entire expense of storing, processing and digitizing the data. This was a Court order. SEBI, in order to process, store and scrutinize these documents had to engage the services of Stock Holding Corporation of India Limited (SHCIL) for their warehouse facility. It had incurred an expense of about INR 410.000 Million.
It was only after the verification began, repetition of names, incomplete address and other discrepancies in the information of the subscribers came to light. As reported by NDVT in 2013, around 45-50 people, with 80 scanning machines were employed to expeditiously study and analyse the documents. The expense of their salary too was borne by Sahara.
In order to clarify the claims of Sahara of already returning the money to investors, SEBI wrote to 20,000 of the subscribers. In the letter, they were asked to apply for refund. Astonishingly, only 68 of them replied. The documents contained around 1,433 Anirudh Singhs, 5,984 Kalwatis and 13,000 Atal Bihari Vajpayees.
However, the main concern of the Supreme Court was that, Sahara was approaching various forums for relief and appealing against its orders. A bench comprising by Justices KS Radhakrishnan and JS Khehar reprimanded Sahara for approaching Allahabad High Court against the order of the Apex Court in April, 2013. The order demanded attaching property of two Companies in case they failed to deposit INR 240000.000 Million with SEBI. Also, Sahara had approached SEBI and Securities Appellate Tribunal (SAT), requesting for extension for deadline.
“You are manipulating court which is going on,” said the bench. The company was held in contempt of SEBI’s order and the information provided on 10th September, 2012 was found vague.
Finally, the bench made it very clear that is wasn’t the job of SEBI to search for documents, it was the obligation of Sahara to provide the details of the subscribers. If the Sahara failed to fulfil the obligation, the money was to be remitted to the central government.
SEBI was attaching the personal property of Sahara’s Director, Subrata Roy, as he was a party to the case. Giving paramount importance to the money of the investors, the bench stated that it was not concerned with the parties. This is a clear instance of piercing the Corporate veil, though not explicitly stated.
Civil Appeal No. 8643 of 2012 was filed in the Supreme Court for the contempt. It was alleged by SEBI that Sahara did not comply with the Court orders demanding refund of the public fund. When the matter was heard on 5th December, 2012, Court modified its earlier order. Taking cognizance of the enormity of the amount, Court ordered the two companies to repay the amount in 3 instalments. The first instalment of INR 51200.000 Million was to be immediately deposited through demand drafts. Further direction was given to deposit the balance amount of INR 174000.000 Million together with interest @ 15% per annum with SEBI in two instalments. The first instalment amount, of INR 100000.000 Million, was to be deposited with SEBI within the first week of January, 2013 and balance amount along with interest by first week of February, 2013.
Sahara defaulted to deposit the last two instalments of January and February, 2014. As a strict action against Sahara, SEBI first froze all accounts and seized the properties of the SIREC and SPCL on 6th February, 2013 and filed for contempt proceedings in the Supreme Court. The regulating body ordered freezing of the bank accounts, Demat accounts of all moveable and immovable properties in the name of Subrata Roy and three other directors, namely Vandana Bhargava, Ravi Shanker Dubey and Ashok Roy Choudhary. The ambitious Aambey Valley project of Sahara Group was one among the various seized properties.
The contempt hearing was heard on 4th March, 2014, wherein Subrata Roy and two other directors, namely Ravi Shanker Dubey and Ashok Roy Choudhary were sent to Tihar jail for the contempt of the court. Some considerations were made for the director woman, Vandana Bhargava who wasn’t sent to jail.
On 26th March, 2014, Court granted bail to the contemners with an extraordinary bail amount of INR 100000.000 Million, INR 50000.000 Million in bank guarantee and INR .50000.000 Million in cash.
The point to consider here is that a world-renowned businessman and director of a multi-million dollar business conglomerate was sent to the largest jail in South Asia for a crime of which punishment, under the Section 12 in the Contempt of Courts Act, 1971 is simple imprisonment for up to six months, or a fine of two thousand rupees, or both. Is there a need for such harness?
One needs to look at the case a whole from the beginning and take into consideration the depth of the matter. The decision and the required sternness of the Court has been elaborately and remarkably justified by the Justice Sikri, in his judgement of 19th June, 2015. In this judgement, he granted bail to the contemners, on the condition that owed amount of INR 360000.000 Million to be repaid in 9 instalments within a period of 18 months. INR 30000.000 Million were payable, every two months. And the last instalment shall be of the remaining amount.
It states that the Court was very well aware and concerned that the condemners were deprived of their civil liberties. However, this extreme action was need of the hour in the light of the stubborn attitude, relentless defiance of the Court orders and the huge amount of INR 360000.000 Million (including interest) owed to the poorest of poor Indians.
From the beginning, Sahara has claimed to have attracted investment from general public who majorly include cobblers, labourers, artisans, peasants etc. Safeguarding the interest of investors has been the focal point of the case since its very inception. Legal realism was at the core of the decision. While acknowledging the case has been beset with complexity, he cites the jurisprudential theory propounded by Ronald Dworkin. Dworkin is a 21st century American philosopher and jurist.
In his various works, he urges use of public standards while deriving right legal answers. According to him, law cannot rest on an official consensus. Reaching the right decision in complex cases is never easy. In the case at hand, the overwhelming public interest prevailed over the rights of the contemners. Also, the unauthorised scheme was jeopardising hard earned money of the blue-collar workers of India. Furthermore, this step was required to command compliance of the Sahara Group.
“Making the law work” was at the core of the approach adopted by the Supreme Court. For the most fundamental objective of any court is to ensure that the law is obeyed and implied with. Sahara, at time and again flouted the directions of Court. Therefore, the extreme step of the Court was required and it serviced as a wake-up call for the Directors of Sahara. It reiterated the serious concerns of the Court about the public money and no company or any person would get away without facing ramification.
Even in 2017, amount owed to the investors was in arrears. A bench of Dipak Misra, Ranjan Gogoi and Dr. A.K. Sikri, JJ ordered Sahara to furnish two post-dated cheques of INR 15000.000 Million dated, payable on 15th June 2017 and the second one was of INR 5522.100 Million payable on 15th July 2017. The cheques if bounced, would send Subrata Roy back in custody. The apex court also warned Roy that he might be sent to jail again if the amount was not paid. He has been granted parole till 19th June, 2017. The Supreme Court on 17th April, 2017 auctioned the ambitious Aambey Valley.
Conclusion
Thus, this case has been a great example in establishing the fact that safeguarding the interest and the money of the investors is the primary concern of Supreme Court in corporate scams and share-market scams. It would not condone any reckless or unauthorized use of public money by the Capitalists. Thus, in the wake of the waiting Kingfisher Scam trail, this acts as a precedent wherein the Supreme Court does not shy away from becoming the defender of public interest and piercing the corporate veil.
YOU WON’T SEE WHAT YOU DON’T WANT TO
INX wasn’t a lone
wolf op. In the media business, politicians and dubious funds often get into
the act, even crossing the lines drawn by the law of the land.
There is something about media companies that attracts scamsters, realtors, politicians and funny money. Three factors are key. One, large sections of the media are plain-and-simple unviable, given low subscription prices and tough markets for advertising revenue. But, a second factor almost neutralises this disadvantage: ownership of the media buys you influence and access to political power. According to one estimate, more than a third of media companies, including TV channels and cable companies, are owned by politicians. Three, weak finances make it easy for funny money—from real estate and businesses with large, illegal cash incomes—to use media companies as the ultimate laundromat for whitening black money. And vice-versa. Some media owners, especially in regional media, even get to masquerade as backers of “investigative” journalism—thinly-disguised threats to use “exposes” to blackmail businesses and politicians into advertising in your media vehicle
If you knew all this, you would have had no problems understanding why a media company, INX Media, owned previously by Peter and Indrani Mukerjea, now in jail as co-accused in the murder of their daughter Sheena Bora, is at the centre of the dubious business dealings of Karti Chidambaram, son of Palaniappan Chidambaram, former finance minister. The CBI arrested Chidambaram Jr on March 1 as soon as he landed in Chennai airport, for allegedly accepting bribes in exchange for helping INX Media legitimise an effort to bring in INR 3050.000 Million from three Mauritius-based companies. Apparently, the initial Foreign Investment Promotion Board (FIPB) approval was for only INR 46.200 Million of investment in 2007. The arrival of INR 3050.000 Million into INX Media’s books was flagged by the Financial Intelligence Unit, which triggered further investigations by the Income Tax department and the Enforcement Directorate (ED). The CBI alleges that Karti received money from INX to help resolve these cases “amicably”, presumably by influencing members of the FIPB, which was presided over by the finance minister himself.
While we need not, at this stage, delve too much into the question of whether INX Media paid a bribe or not (that must be proved in court), what is important to underline is the close nexus between funny money and the media, with politicians and middlemen getting into the act one way or the other.
INX is not an isolated case involving a nexus between dubious money and dubious business interests. A few years ago, the Saradha Group in West Bengal set up many TV channels and published newspapers in Hindi and Bengali based on incomes from a chit fund business. When that was discovered to be a ponzi scheme, the media outfits financed by it went belly-up. It is interesting to note that journalists, who often bring in a healthy dose of scepticism when inquiring into such companies, did not retain their scepticism when given plum job offers by businessmen who were not even remotely involved with the media.
The Sahara Group, whose chairman Subrata Roy has spent nearly two years in Tihar jail for refusing to honour a Supreme Court verdict of 2012 that ordered him to repay INR 240000.000 Million to depositors in two illegal money-raising schemes, is another case in point. Even as the court-mandated payments have swelled further with the addition of interest costs since 2012, the very fact that the group is unable (or unwilling) to raise bail money for its owner suggests that the money may not belong to him. Sahara obviously used its money-raising schemes to fund media operations, which shut down in 2015 when the boss was cooling his heels in jail.
The Sahara case shows you don’t have to be a crooked media company to receive crooked money. Today, even when its boss remains in the twilight zone between jail and bail, the group continues to pay large sums to media companies for its advertisements. The media clearly has no qualms about receiving money from a jailbird.
Deccan Chronicle Holdings Limited (DCHL), run by brothers T. Venkattram Reddy and T. Vinayak Ravi Reddy, is now into bankruptcy proceedings for not just loan defaults, but also possible fraud that would have offered some competition to diamantaire Nirav Modi in the Punjab National Bank scam. Some of DCHL’s loans were apparently taken using fake documents. Between 2004 and 2012, the two Congress-leaning publishers raised over a hundred loans totalling INR 100000.000 Million. In March 2017, the ED seized assets worth INR 2630.000 Million under the provisions of the Prevention of Money Laundering Act (PMLA)—which is the law under which the CBI is going after Karti Chidambaram, too.
The lure of funny money has not spared even blue-blooded media companies like NDTV. In 2007, the Roys of NDTV—Prannoy and Radhika—decided to buy back 7.7 percent of the company’s stake from one GA Holdings at INR 439 a share, when the market price was much lower. This triggered an open offer, which forced the Roys to borrow INR 5010.000 Million from Indiabulls Financial Services in July 2008—a seriously ill-timed move when the Lehman Brothers-triggered global financial crisis was just two months away. To repay Indiabulls, the Roys raised INR 3750.000 Million from ICICI Bank, and when the bank too found this sum too hot to handle, another saviour was found in Vishvapradhan Commercial Private Limited, which, in turn, had raised money from Reliance Industries’ subsidiaries. Reliance has since exited NDTV, but some old associates continue to stay invested in it.
Without commenting on the legitimacy of the funds flowing into NDTV from various sources, the point to note is that someone or the other is always willing to put in money, big money. And this when it was very clear that NDTV was far from financially healthy. According to S. Gurumurthy, who has gone after Karti Chidambaram’s “benami” properties with a vengeance, NDTV was reporting cash losses of INR 2480.000 Million in 2004, but between 2006 and 2010, it had managed to create some 20 subsidiary companies in India, Mauritius, Netherlands, UK and Sweden, which raised millions of dollars for the company.
If one goes down to the level of various states, one is likely to find very strong linkages between media businesses and politicians in power. When Y.S. Rajasekhara Reddy was chief minister of undivided Andhra Pradesh, his son Jagan Mohan Reddy started a media empire with practically no investment of his own. When the CBI raided him after he fell out with the Congress party under Sonia Gandhi, it was discovered that over a dozen companies had invested over Rs 800 crore in his media company, which runs Sakshi TV, even before it had started operations. Closeness to one political party, though, has its costs. Sakshi’s rival, Eenadu, fell from grace and faced financial issues when YSR was in power.
In Tamil Nadu, the Sun TV group is closely aligned with the DMK and Jaya TV with AIADMK, and during the UPA regime, Sun TV used its power at the Centre to illegally obtain an entire telephone exchange from BSNL for its operations. In Maharashtra, the Sakal group is linked to Sharad Pawar, while another Congress politician owns Lokmat. Look at any state, and you may find many media houses directly or indirectly owned by politicians or businessmen linked to the ruling or opposition parties.
The linkages between the media, crookery, illegal businesses
and politicians run wide and deep. Power and influence are the common factors
enabling this incestuous relationship. Only journalists seem wholly innocent
of this reality. What one does not wish to see, one won’t see.
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts,
1] INFORMATION ON
DESIGNATED PARTY
No records exist designating subject or any of its beneficial owners,
controlling shareholders or senior officers as terrorist or terrorist
organization or whom notice had been received that all financial transactions
involving their assets have been blocked or convicted, found guilty or against
whom a judgement or order had been entered in a proceedings for violating
money-laundering, anti-corruption or bribery or international economic or
anti-terrorism sanction laws or whose assets were seized, blocked, frozen or
ordered forfeited for violation of money laundering or international
anti-terrorism laws.
2] Court Declaration :
No records exist to suggest that subject is
or was the subject of any formal or informal allegations, prosecutions or other
official proceeding for making any prohibited payments or other improper
payments to government officials for engaging in prohibited transactions or
with designated parties.
3] Asset Declaration :
No records exist to suggest that the property or assets of the subject
are derived from criminal conduct or a prohibited transaction.
4] Record on Financial
Crime :
Charges or conviction
registered against subject: None
5] Records on Violation of
Anti-Corruption Laws :
Charges or
investigation registered against subject: None
6] Records on Int’l
Anti-Money Laundering Laws/Standards :
Charges or
investigation registered against subject: None
7] Criminal Records
No
available information exist that suggest that subject or any of its principals
have been formally charged or convicted by a competent governmental authority
for any financial crime or under any formal investigation by a competent
government authority for any violation of anti-corruption laws or international
anti-money laundering laws or standard.
8] Affiliation with
Government :
No record
exists to suggest that any director or indirect owners, controlling
shareholders, director, officer or employee of the company is a government
official or a family member or close business associate of a Government
official.
9] Compensation Package :
Our market
survey revealed that the amount of compensation sought by the subject is fair
and reasonable and comparable to compensation paid to others for similar
services.
10] Press Report :
No press reports / filings exists on
the subject.
CORPORATE GOVERNANCE
MIRA INFORM as part of its Due Diligence do provide comments on
Corporate Governance to identify management and governance. These factors often
have been predictive and in some cases have created vulnerabilities to credit
deterioration.
Our Governance Assessment focuses principally on the interactions
between a company’s management, its Board of Directors, Shareholders and other
financial stakeholders.
CONTRAVENTION
Subject is not known to have contravened any existing local laws,
regulations or policies that prohibit, restrict or otherwise affect the terms
and conditions that could be included in the agreement with the subject.
FOREIGN EXCHANGE RATES
|
Currency |
Unit
|
INR |
|
US Dollar |
1 |
INR 65.07 |
|
|
1 |
INR 89.85 |
|
Euro |
1 |
INR 80.16 |
INFORMATION DETAILS
|
Information
Gathered by : |
SLK |
|
|
|
|
Analysis Done by
: |
VRS |
|
|
|
|
Report Prepared
by : |
SUJ |
SCORE FACTORS
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
YES |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
NO |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
YES |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
RATING EXPLANATIONS
|
Credit Rating |
Explanation |
Rating Comments |
|
A++ |
Minimum Risk |
Business dealings permissible with minimum
risk of default |
|
A+ |
Low Risk |
Business dealings permissible with low
risk of default |
|
A |
Acceptable Risk |
Business dealings permissible with
moderate risk of default |
|
B |
Medium Risk |
Business dealings permissible on a regular
monitoring basis |
|
C |
Medium High Risk |
Business dealings permissible preferably
on secured basis |
|
D |
High Risk |
Business dealing not recommended or on
secured terms only |
|
NB |
New Business |
No recommendation can be done due to
business in infancy stage |
|
NT |
No Trace |
No recommendation can be done as the
business is not traceable |
NB is stated where there is insufficient information to facilitate rating. However, it is not to be considered as unfavourable.
This score serves as a reference to assess
SC’s credit risk and to set the amount of credit to be extended. It is
calculated from a composite of weighted scores obtained from each of the major
sections of this report. The assessed factors are as follows:
·
Financial
condition covering various ratios
·
Company
background and operations size
·
Promoters
/ Management background
·
Payment
record
·
Litigation
against the subject
·
Industry
scenario / competitor analysis
·
Supplier
/ Customer / Banker review (wherever available)
This report is issued at
your request without any risk and responsibility on the part of MIRA INFORM
PRIVATE LIMITED (MIPL) or its officials.