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Notes to Accounts of Saregama India Ltd.

Mar 31, 2016

1. Rights, preferences and restrictions attached to shares

The Company has only one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting except in case of interim dividend.

In the event of liquidation of the Company, the holder of equity shares are eligible to receive remaining assets of the Company in proportion to their shareholding.

2. Based on valuation reports of valuers, appointed for the purpose, the tangible fixed assets (other than furniture and fittings, office equipment, vehicles and certain items of plant and equipment) were revalued on 31st March, 1984 and again (except for those relating to record making machinery items) on 30th September, 1987 after considering the then (a) current market value/ derived rates attributable to land (b) current replacement cost after depreciation etc. and an amount of Rs. 587.31 lacs and Rs. 628.19 lacs were added to the book value of the related assets (with corresponding credit to Fixed Asset Revaluation Reserve) on 31st March, 1984 and 30th September, 1987 respectively.

3. Certain tangible fixed assets of the Company viz Land and Buildings were revalued in June 2003 by registered valuers at the lower of current replacement cost and realizable value. Resultant incremental value amounting to Rs. 2,374.11 lacs were added to the book value of the related assets with utilization of the corresponding credit amount pursuant to an approved scheme of arrangement.

4. Company''s land was revalued on 31st March, 2007 by registered valuers, at lower of current replacement cost and realizable value. Resultant incremental value amounting to Rs. 4,421.30 lacs were added to the book value of land with corresponding credit to Revaluation Reserve of Rs. 2,697.56 lacs and utilization of the balance amount of '' 1,723.74 lacs pursuant to a sanctioned scheme of amalgamation of erstwhile Saregama Films Limited with the Company in 2006-07.

5. In respect of tangible fixed asset covered by revaluation made in the earlier years, depreciation has been calculated on their respective revalued amounts. Depreciation on account of incremental amount to the extent of Rs 13.68 lacs ( Previous year - Rs.13.68 lacs) has been transferred from Revaluation Reserve to General Reserve.

6. Title deeds of the immovable properties as set out in the above table are in the name of the Company.

7. In keeping with the Company''s gratuity scheme (a defined benefit plan-funded), eligible employees are entitled to gratuity benefit (at one half months eligible salary for each completed year of service) on retirement / death / incapacitation / resignation etc. Also refer Note 1 (g) for accounting policy relating to gratuity. Following are the further particulars with respect to gratuity.

8 As a part of restructuring activities undertaken by OMNPL during the year 2013-14, advances aggregating Rs.3203.36 lacs have been considered as contributions for investments in equity shares of OMNPL. Upon conversion of advances into Investments, the provision for doubtful advances was written back and provision for diminution in value of investments was created to the recognize decline, other than temporary, in the carrying amount of company''s long term investments in OMNPL''s Publication business. During the year 2014-15, face value per share of OMNPL of Rs. 10/- each has been reduced to Re 0.15/- per share. The above reduction has been sanctioned by the Hon''ble Calcutta High Court on 3rd March, 2015.

Such reduction of share capital by OMNPL, has resulted in write off of Rs.4141.20 lacs, being amount of investments in equity shares of OMNPL. Accordingly, the carrying amount of provision for diminution in value of investments in OMNPL of Rs.3204.26 lacs has been written back. Further, the Hon''ble High Court at Calcutta , has also approved consolidation of equity shares of OMNPL of Re. 0.15 each into equity share of ''10/- each.

9. Capital commitments (net of advances of Rs.17.42 lacs; 31.03.15 - Rs.25.38 lacs) as at 31st March, 2016 are estimated at Rs. 26.92 lacs (31.03.15 - Rs.45.68 lacs).

10. The Company has adopted the intrinsic value method in keeping with the applicable regulatory pronouncements for accounting the stock options granted as referred to in Note 2.6, which has no impact on the financial results of the Company. Had the fair value method been used in keeping with the said pronouncements, net profit for the year would have been lower by about Rs.'' 3.97 lac (Previous Year Rs. 1.94 lac), without any significant impact on basic and diluted earning per share.

11. Rent expenditure includes lease payments of Rs.151.93 lacs (previous year - Rs.156.53 Lacs) relating to operating leases taken on or after 1st April, 2001. These leasing arrangements range from less than an year to ten years and are primarily in respect of accommodation for employees / office premises. The significant leasing arrangements inter alia include escalation clause and option for renewal.

12. Rent income includes sub-lease payments of Rs.3.92 Lacs (previous year - Rs. 3.89 Lacs) for the year relating to sub-lease agreements entered into by the Company on or after 1st April, 2001. These lease arrangements inter alia include escalation clause/option for renewal.

13. ''The Company has applied to the Central Government seeking approval for managerial remuneration paid/payable for the year ended 31st March, 2016, aggregating Rs.304.29 Lacs in excess of the limits specified in Section 197 read with Schedule V of the Companies Act, 2013, response to which is awaited.

14. In terms of Accounting Standard (AS) 17 on ''Segment Reporting'' notified in the Companies Act, segment information has been presented in the Consolidated Financial Statements(prepared pursuant to Accounting Standard (AS) 21 on ''Consolidated Financial Statements'' and Accounting Standard (AS) 27 on ''Financial Reporting of Interests in Joint Ventures'' notified in the Companies Act ) included in the Annual Report for the year.

15. (a) The Company has infused fresh equity of Rs.Nil (2014-15 Rs. 1700 lacs) and provided loans and advances [repayable on demand at the interest rate of 10.95 % p.a.(2014-15 - 14.25% p.a)] of Rs. 7.27 lacs (2014-15 - advances Rs.14.33 lacs) during the year in / to its subsidiary, Kolkata Metro Networks Limited for events business and financial assistance.

(b) The Company has invested in equity of Rs. 2.67 lacs ( 2014-15 Rs. 17.80 lacs ) and provided loans and advances [repayable on demand at the interest rate of 10.95 % p.a. (2014-15- 14.25% p.a.)] of Rs. 1201.38 lacs (2014-15 Rs.826.16 lacs) during the year in / to its subsidiary Open Media Network Private Limited for financial assistance.

16. Current Tax provision is net of Minimum Alternate Tax (MAT) credit Rs. 452.32 lacs (2014-15 Rs. 996.03 lacs) relating to earlier years based on income tax computation set out in accounting policy [ Note 1 (m) ] and Company''s Return of Income.

17. Previous year''s figures have been regrouped or rearranged, where considered necessary, to conform to current year''s classification.


Mar 31, 2015

1.1 In keeping with the Company''s gratuity scheme (a defined benefit plan-funded), eligible employees are entitled to gratuity benefit (at one half months eligible salary for each completed year of service) on retirement / death / incapacitation / resignation etc. Also refer Note 1 (g) for accounting policy relating to gratuity. Following are the further particulars with respect to gratuity.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. The expected rate of return on plan assets is based on the composition of plan assets held, assessed risks of asset management, historical results of the return on plan assets, the Company''s policy for plan asset management and other relevant factors.

2.1 . As apart of restructuring activities undertaken by OMNPL during the year 2013-14, advances aggregating Rs.3203.26 lacs have been considered as contributions for investments in equity shares of OMNPL.Upon conversion of advances into Investments, the provision for doubtful advances was written back and provision for diminution in value of investments was created to recognize decline,other than temporary, in the carrying amount of company''s long term investments in OMNPL''s Publication business.

During the year 2014-15, face value per share of OMNPL ofRs. 10/- each has been reduced to Rs. 0.15/- per share. The above reduction has been sanctioned by the Hon''ble Calcutta High Court on 3rd March, 2015.

Such reduction of share capital by OMNPL, has resulted in write offofRs.4141.20 Lacs, being amount of investments in equity shares of OMNPL. Accordingly, the carrying amount of provision for diminution in value of investments in OMNPL of Rs.3204.26 Lacs has been written back. Further, the Hon''ble High Court at Calcutta, has also approved consolidation of equity shares of OMNPL ofRs. 0.15 each into equity share of Rs.10/- each.

3. Capital commitments (net of advances of Rs.25.38 Lacs; 31.03.14 - Rs.11.18 Lacs) as at 31 st March, 2015 are estimated at Rs. 45.68 Lacs (31.03.14-Rs. 14.18 Lacs).

4. Contingent liabilities in respect of (Rs. in Lacs) As at As at 31st March, 31st March, 2015 2014

(i) Guarantees given by Banks 1.50 1.50

(ii) Claims against the Company not acknowledged as debts in respect of -

- Copyright Matters 20.00 20.00

- Income Tax Matters 1,532.76 857.94

- Sales Tax/Value Added Tax / Entry Tax Matters 588.37 593.00

- Excise Duty Matters 112.16 56.08

- Custom Duty Mutters 266.75 266.75

4.1 Rent expenditure includes lease payments ofTl 56.53 lacs (previous year - Rs.161.03 Lacs) relating to operating leases taken on or after 1st April 2001. These leasing arrangements range from less than an year to ten years and are primarily in respect of accommodation for employees / offio premises. The significant leasing arrangements inter alia include escalation clause and option for renewal.

4.2 Rent income includes sub-lease payments of Rs.3.89 Lacs (previous year - Rs. 52.38 Lacs) for the year relating to sub-lease agreements entered inti by the Company on or after 1 st April, 2001. These lease arrangements inter alia include escalation clause/option for renewal.

5. In terms of Accounting Standard (AS) 17 on ''Segment Reporting'' notified in the Companies Act, 1956, segment information has been presented in the Consolidated Financial Statements(prepared pursuant to Accounting Standard (AS) 21 on ''Consolidated Financial Statements'' and Accounting Standard (AS) 27 on ''Financial Reporting of Interests in Joint Ventures'' notified in the Companies Act, 1956) included in the Annual Report for the year.

6. (a) The Company has infused fresh equity ofRs.1700 Lacs (2013-14 Rs. Nil) and provided loans and advances [repayable on demand at the interest rate of 14.25 % p.a.(2013-14 - Nil p.a)] ofRs. 14.33 Lacs (2013-14 - advances Rs.10.63 Lacs) during the year in / to its wholly owned subsidiary, Kolkata Metro Networks Limited for events business and financial assistance.

(b) The Company has infused in equity ofRs. 17.80 Lacs [2013-14 Rs.4203.26 Lacs (including conversion of advance Rs. 3203.26 Lacs given till 27th March, 2014)] and provided loans and advances [repayable on demand at the interest rate of 14.25% p.a. (2013-14- Nil p.a.)] ofRs. 826.16 Lacs (2013-14 Rs.758.66 Lacs) during the year in / to its subsidiary Open Media Network Private Limited for financial assistance.

7. Current Tax provision is net of Minimum Alternate Tax (MAT) credit Rs.996.03 Lacs (2013-14 Rs. 233.98 Lacs) relating to earlier years based on income tax computation set out in accounting policy [ Note 1 (1) ] and Company''s Return of Income.

8. Previous year''s figures have been regrouped or rearranged, where considered necessary, to conform to current year''s classification.


Mar 31, 2014

1. Contingent liabilities in respect of - (Rs.in Lacs)

As at As at 31st March, 2014 31st March, 2013

(i) Guarantees given by Banks 1.50 1.50

(ii) Claims against the Company not acknowledged as debts in respect of

- Copyright Matters 20.00 24.85

- Income Tax Matters 857.94 667.93

- Sales Tax /Value Added Tax /Entry Tax Matters 593.00 635.82

- Excise Duty Matters 56.08 56.08

- Custom Duty Matters 266.75 266.75

2. Pending completion of the relevant formalities of transfer of certain assets and liabilities acquired pursuant to the Scheme of Amalgamation of RPG Music International Limited and Gramco Music Publishing Limited with The Gramophone Company of India Limited (now Saregama India Limited) in 1999-2000, such assets and liabilities remain included in the books of the Company under the name of the Transferor Companies.

2.1 The Company has adopted the intrinsic value method in keeping with the applicable regulatory pronouncements for accounting the stock options granted as referred to in Note 2.5, which has no impact on the financial results of the Company. Had the fair value method been used in keeping with the said pronouncements, net profit for the year would have been lower by about Rs. 0.08 Lac (Previous Year Rs. 0.06 Lac), without any significant impact on basic and diluted earning per share.

3.1 Rent expenditure includes lease payments of Rs.161.03 lacs (previous year Rs. 162.59 Lacs) relating to operating leases taken on or after 1st April, 2001. These leasing arrangements range from less than an year to ten years and are primarily in respect of accommodation for employees / office premises. The significant leasing arrangements inter alia include escalation clause and option for renewal.

3.2 Rent income includes sub-lease payments of Rs.52.38 Lacs (previous year Rs.112.28 Lacs) for the year relating to sub-lease agreements entered into by the Company on or after 1 st April, 2001. These lease arrangements inter alia include escalation clause/option for renewal.

3.3 As on 31 st March, 2014, Rs.NIL (previous year Rs.22.46 Lacs) is expected to be received in respect of future minimum sublease payments under non cancellable sub-lease.

3.4 The total of future minimum lease payments under non-cancellable operating leases: i) not later than one year- Rs.NIL (previous year Rs. 20.18 Lacs)

ii) later than one year and not later than five years Rs.NIL (previous year Rs.44.70 Lacs) iii) more than five years -Rs. NIL (previous year Rs. NIL)

4. Related Party Disclosures in keeping with Accounting Standard (AS) 18 notified in the Companies Act, 1956

Name of Related Party A Where control exists

Current Year

Saregama Pic. (SPLC)

RPG Global Music Limited (RPGG)

Kolkata Metro Networks Ltd (KMNL)

Open Media Network Pvt. Ltd (OMNPL)

Saregama Regency Optimedia Private Ltd

(SROPL)

S. Mantha** (Managing Director) G B. Aayeer (Executive Director)

B Others

Previous Year

Saregama Pic. (SPLC) RPG Global Music Limited (RPGG) Kolkata Metro Networks Ltd (KMNL) Open Media Network Pvt. Ltd (OMNPL)

Saregama Regency Optimedia Private Ltd (SROPL)

A. Nagpal* (Managing Director)

S. Mantha# (Managing Director)

G B. Aayeer@ (Executive Director)

Nature of Relationship

Subsidiary Company Subsidiary Company Subsidiary Company Subsidiary Company Joint Venture Company

Key Management Personnel

Key Management Personnel

Key Management Personnel

5. In terms of Accounting Standard (AS) 17 on ''Segment Reporting'' notified in the Companies Act, 1956, segment information has been presented in the Consolidated Financial Statements(prepared pursuant to Accounting Standard (AS) 21 on ''Consolidated Financial Statements'' and Accounting Standard (AS) 27 on ''Financial Reporting of Interests in Joint Ventures'' notified in the Companies Act, 1956) included in the Annual Report for the year.

6. Previous year''s figures have been regrouped or rearranged, where considered necessary, to conform to current year''s classification.


Mar 31, 2013

1.1 Based on valuation reports of valuers, appointed for the purpose, the tangible fixed assets (other than furniture and fittings, office equipment, v ehicles and certain items of plant and equipment) were revalued on 31st March, 1984 and again (except for those relating to record making machinery items) on 30th September, 1987 after considering the then (a) current market value/ derived rates attributable to land (b) current replacement cost after depreciation etc. and an amount of Rs.587.31 Lacs and Rs.628.19 Lacs were added to the book value of the related assets (with co r responding credit to Fixed Asset Revaluation Reserve) on 31 st March, 1984 and 30th September, 1987 respectively.

1.2 Certain tangible fixed assets of the Company viz Land and Buildings were revalued in June 2003 by registered valuers at the lower of current replacement cost and realisable value. Resultant incremental value amounting to Rs.2,374.11 Lacs were added to the book value of the related assets with u t ilisation of the corresponding credit amount pursuant to an approved scheme of arrangement.

1.3 Company''s laud was revalued on 31st March, 2007 by registered valuers, at lower of current replacement cost and realisable value. Resultant incremental va lue amounting to Rs.4,421.30 Lacs were added to the book value of land with corresponding credit to Revaluation Reserve of Rs.2,697.56 Lacs and utilisation of the balance amount of Rs. 1,723.74 Lacs pursuant to a sanctioned scheme of amalgamation of erstwhile Saregama Films limited with the Company in 2006-07.

1.4 In respect of tangi ble fixed asset covered by re valuation made in the earlier years,depreciation has been calculated on their respective amounts and includes additional charge of T 3.05 Lacs (Rrevious year-Rs. 3.07 Lacs) which has been transferred from Revaluation Reserve.

2.1 In keeping with the Company''s gratuity scheme (a defined benefit plan-funded), eligible employees are entitled to gratuity benefit (at one half months eligible salary for each completed year of service) on retirement / death / incapacitation / resignation etc. Also refer Note 1 (f) for accounting policy relating to gratuity. Following are the further particulars with respect to gratuity.

3 Capital commitments (net of advances ofRs.14.72 Lacs; 31.03.12-Rs.11.05 Lacs) as at 31st March, 2013 are estimated at Rs. 22.53 Lacs (31.03.12 -Rs.13.3 8 Lacs).

4 Pending completion of the relevant formalities of transfer of certain assets and liabilities acquired pursuant to the Scheme of Amalgamation of RPG Music International Limited and Gramco Music Publishing Limited with The Gramophone Company of India Limited (now Saregama India Limited) in 1999-2000, such assets and liabilities remain included in the books of the Company under the name of the Transferor Companies.

5.1 The Company has adopted the intrinsic value method in keeping with the applicable regulatory pronouncements for accounting the stock options granted as referred to in Notes 2.5, which has no impact on the financial results of the Company. Had the fair value method been used in keeping with the said pronouncements, net profit and earning per share (basic and diluted) for the year would have been lower by about Rs. 0.06 lac (Previous Year - net loss higher by Rs. 2.01 Lacs) and by Re. Nil (Previous Year - loss per share higher by Re 0.01) respectively.

6.1 Rent expenditure includes lease payments of Rs.162.59 Lacs (previous year - Rs.150.85 Lacs) relating to operating leases taken on or after 1 st April, 2001. These leasing arrangements range from less than an year to ten years and are primarily in respect of accommodation for employees / office premises. The significant leasing arrangements inter alia include escalation clause and option for renewal.

6.2 Rent income includes sub-lease payments of Rs.112.28 Lacs (previous year - Rs. 167.52 Lacs) for the year relating to sub-lease agreements entered into by the Company on or after 1 st April, 2001. These lease arrangements inter alia include escalation clause/option for renewal.

6.3 As on 31 st March, 2013, Rs.22.46 Lacs (previous year - Rs. 67.39 Lacs) is expected to be received in respect of future minimum sub-lease payments under non cancellable sub-lease.

6.4 The total of future minimum lease payments under non-cancellable operating leases:

i) not later than one year- Rs.20.18 Lacs (previous year Rs. 28.98 Lacs)

ii) later than one year and not later than five years - Rs.44.70 Lacs (previous year Rs. 64.88 Lacs)

iii) more than five years -Rs.NIL (previous year Rs. NIL)

7 In terms of Accounting Standard (AS) 17 on ''Segment Reporting'' notified in the Companies Act, 1956, segment information has been presented in the Consolidated Financial Statements(prepared pursuant to Accounting Standard (AS) 21 on ''Consolidated Financial Statements'' and Accounting Standard (AS) 27 on ''Financial Reporting of Interests in Joint Ventures'' notified in the Companies Act, 1956) included in the Annual Report for the year.

8 Previous year''s figures have been regrouped or rearranged, where considered necessary,to conform to current year''s classification.


Mar 31, 2012

1.1 Out of 53,38,628 equity shares issued for cash at a premium of Rs.35/- (issue price- Rs.45/-) pursuant to the Rights Issue in 2005,allotment of 5,290 (31.03.2011- 5,290) equity shares (relating to cases under litigation/pending clearance from the concerned authorities) are kept in abeyance as on 31st March, 2012.

1.2 Terms/Rights attached to Equity Shares

The Company has only one class of equity shares having a par value of Rs.10 per share. Each Shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting except in case of interim dividend.

In the event of liquidation of the Company, the holder of equity shares are eligible to receive remaining assets of the Company, in proportion to their shareholding.

1.3 Stock Option Schemes

(i) 2001-02 Employee Stock Option Scheme

The Company has granted stock options in 2001-02 under the Employees Stock Option Scheme All the options have already vested in earlier years. No vested options have been exercised during the year. Pending completion of related regulatory formalities, the 9282 (previous year 9282) exercised options are yet to be allotted by the Company. Exercise Price per option is Rs. 119.-85. Exercise period is 10 years from the vesting date. Exercise of options by the option holders shall entail issuance of equity shares by the Company on compliance/completion of related formalities on the basis of 1:1

(ii) 2006-07 Employee Stock Option Scheme

The Company has granted (net of options lapsed) Nil (31.03.2011-26,000 ) stock options in 2006-07 under Employee Stock Option Scheme, to eligible employees / the then Managing Director at an exercise price ofRs. 184.85 per option, as determined by the Board of Directors, in keeping with the requirements of Securities and Exchange Board of India ( Employee Stock Option Scheme and Employee Stock Option Purchase Scheme) Guidelines, 1999.

Vesting schedule linked to performances of the said options granted is as below

- after 1 year from the date of grant: 20 % of the options

- after 2 years from the date of grant: 20% of the options*

- after 3 years from the date of grant: 20 % of the options *

- after 4 years from the date of grant: 20% of the options*

- after 5 years from the date of grant: 20 % of the options *

Exercise period is 10 years from the vesting date. Exercise of options by the option holders shall entail issuance of equity shares by the Company on compliance/completion of related formalities on the basis of 1:1. No option has been exercised during the year.

* Based on the decision of the Compensation Committee, options have not vested in 2008-09,2009-10,2010-11 and 2011 -12.

(iii) 2008-09 Employee Stock Option Scheme

The Company has granted 25,000 stock options in 2008-09 under Employee Stock Option Scheme to Managing Director (Mr. A. Nagpal)@. The exercise price per option is Rs.56.20 as determined by the Board of Directors, in keeping with the requirements of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. Of the aforesaid 25,000 options 7,500 options are not linked to performance and the balance are linked to performance.

Vesting schedule of the said options granted is as below :-

- after 1 year from the date of grant: 20 % of the options *

- after 2 years from the date of grant: 20 % of the options *

- after 3 years from the date of grant: 20 % of the options *

- after 4 years from the date of grant: 20 % of the options

- after 5 years from the date of grant: 20 % of the options

Exercise period is 10 years from the vesting date. Exercise of options by the option holder shall entail issuance of equity shares by the Company on compliance/completion of related formalities on the basis of 1:1. 4500 (previous year-3000) options not linked to performance have vested. No option has been exercised during the year/till date.

* Based on the decision of the Compensation Committee, options linked to performance have not vested in 2009-10, 2010-11 and 2011-12.

@ Mr. ANagpal resigned with effect from 9th April,2012.

(iv) 2010-11 Employee Stock Option Scheme

The Company has granted 12,000 stock options in 20 V 0-11 under Employee Stock Option Scheme to eligible employees under Employee Stock Option Scheme. The exercise price per option is Rs. 100.80 as determined by the Board of Directors, in keeping with the requirements of Securities and Exchange Board of India {Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. Vesting schedule of the said options granted is as below :-

- after 1 year from the date of grant: 20 % of the options *

- after 2 years from the date of grant: 20 % of the options

- after 3 years from the date of grant: 20 % of the options

- after 4 years from the date of grant: 20 % of the options

- after 5 years from the date of grant: 20 % of the options ,

Exercise period is 10 years from the vesting date. Exercise of options by the option holders shall entail issuance of equity shares by the Company on compliance/completion of related formalities on the basis of 1:1.

* Based on the decision of the Compensation Committee, options linked to performance have not vested in 2011-12,which will be considered along with the next trance of vesting in 2012-13.

2.1 Term Loan:-

Nature of Security

Long-term loan from IDBI Bank Limited is secured by revenue from Phonographic Performance Limited (by way of escrow account), demand promissory note and first charge created on three properties in Mumbai and one property in Kolkata in terms of the related agreement.

Terms of Repayment

Term loan availed from IDBI Bank Limited Rs. 2100 lacs is repayable in 9 equal quarterly installments ofRs. 208.33 lacs and final installment of Rs. 225.03 lacs, commencing from 1st October,2010 along with interest at 50 basis point below the Bank Prime Lending Rate per annum compounded monthly with an option of annual reset. Year end balance is Rs. 850 Lacs(previous year- Rs. 1683.33 Lacs)

2.2 Term Loans for Vehicle

Nature of Security

Vehicle Loans from Bank/Non Banking Financial Company are secured by hypothecation of the Vehicles financed.

Terms of Repayment

Vehicle Loans are repayable in 36 equated monthly installments from the date of respective loans with interest rate ranging between 9.5% and 10.45%.

3.1 Cash Credit from Banks bearing interest rate between 13.5% to 15.6% per annum are secured by first charge of entire stocks of taw materials, stock in process, finished goods, receivables/book debts and other current assets of the Company ranking pari passu with other consortium banks.

4.1 Income received in advance represents advance from sub-leases adjustable over the sub-lease period

4.2 There are no amount due and out standing to be credited to Investor Education and Protection Fund under section 205C of the Companies Act,1956 as at yearend.

5.1 Based on valuation reports of valuers, appointed for the purpose, the tangible fixed assets (other than furniture and fittings, Office equipment, vehicles and certain items of plant and machinery) were revalued on 31st March, 1984 and again (except for those relating to record making machinery items) on 30th September, 1987 after considering the then (a) current market value/ derived rates attributable to land (b) current replacement cost after depreciation etc. and an amount of Rs.587.31 lacs and Rs.628.19 lacs were added to the book value of the related assets (with corresponding credit to Fixed Asset Revaluation Reserve) on 31st March, 1984 and 30th September, 1987 respectively.

5.2 Certain tangible fixed assets of the Company viz Land and Buildings were revalued in June 2003 by registered valuers at the lower of current replacement cost and realizable value. Resultant incremental value amounting to Rs.2374.11 lacs were added to the book value of the related assets with utilization of the corresponding credit amount pursuant to an approved scheme of arrangement.

5.3 Company's land was revalued on 31st March, 2007 by registered valuers, at lower of current replacement cost and realizable value. Resultant incremental value amounting to Rs.4421.30 lacs were added to the book value of land with corresponding credit to Revaluation Reserve of Rs.2697.56 lacs and utilization of the balance amount of Rs.1723.74 lacs pursuant to a sanctioned scheme of amalgamation of erstwhile Saregama Films Limited with the Company in 2006-07.

5.4 In respect of tangible fixed asset covered by revaluation made in the earlier years, depreciation has been calculated on their respective amounts 'and includes additional charge ofRs. 3.07 lacs (Previous year-Rs. 5.25 lacs) which has been transferred from Revaluation Reserve.

6.1 In keeping with the Company's gratuity schcme (a defined benefit plan-funded), eligible employees are entitled to gratuity benefit (at one half months eligible salary for each completed year of service) on retirement / death/incapacitation / resignation etc. Also refer Note 1 (f) for accounting policy relating to gratuity. Following are the further particulars with respect to gratuity.

7.1 Capital commitments (net of advances of Rs.l 1.05 Lacs; 31.03.11 - Rs.10.38 Lacs) as at 31st March, 2012 are estimated at Rs. 13.38 Lacs (31.03.11 - Rs.17.83 Lacs).

7.2 The Company has decided to continue providing financial support to one of its wholly-owned subsidiaries, if required.

8 Contingent liabilities in respect of -

(a) Any unpaid amount out of specified liabilities of the Company amounting to 749.06 Lacs (31.03.11 - Rs. 1749.06 Lacs) against certain receivables of Rs.1704.06 Lacs (31.03.11 - Rs.1704.06 Lacs) of the Company taken over by the assignee in 2006-07 has to be discharged by the Company.

9 Pending completion of the relevant formalities of transfer of certain assets and liabilities acquired pursuant to the Scheme of Amalgamation of RPG Music International Limited and Gram co Music Publishing Limited with The Gramophone Company of India Limited (now Saregama India Limited) in 1999-2000, such assets and liabilities remain included in the books of the Company under the name of the Transferor Companies.

10.1 The Company has adopted the intrinsic value method in keeping with the applicable regulatory pronouncements for accounting the stock options granted as referred to in Notes 2.5(ii) to 2.5(iv), which has no impact on the financial results of the Company. Had the fair value method been used in keeping with the said pronouncements, net loss and loss per share (basic and diluted) for the year would have been higher by about Rs.2.01 Lacs (Previous Year-net profit lower byRs. 13.75 Lacs)andbyRe.0.01 (Previous Year-earnings per share lower by Re 0.08) respectively.

11.1 Rent expenditure includes lease payments of Rs.150.85 Lacs (previous year - Rs. 183.96 Lacs) relating to operating leases taken on or after 1st April, 2001. These leasing arrangements range from less than an year to ten years and are primarily in respect of accommodation for employees / office premises. The significant leasing arrangements inter alia include escalation clause and option for renewal.

11.2 Rent income includes sub-lease payments of Rs.167.52 Lacs (previous year - Rs. 114.34 Lacs) for the year relating to sub-lease agreements entered into by the Company on or after 1st April, 2001. These lease arrangements inter alia include escalation clause/option for renewal.

11.3 As on 31st March, 2012, Rs.67.39 Lacs (previous year-Rs. 112.32 Lacs) is expected to be received in respect of future minimum sub-lease payments under non cancellable sub-lease.

11.4 The total of future minimum lease payments under non-cancellable operating leases:

i) not later than one year- Rs.28.98 Lacs (previous year Rs. 17.94 Lacs)

ii) later than one year and not later than five years - Rs.64.88 Lacs (previous year Rs. 79.38 Lacs)

iii) more than five years -Rs. NIL (previous year Rs. 3.44 Lacs)

12 Remuneration to Managing Director Mr.A.Nagpal include:- Rs. 52.81 Lacs pertaining to increase in salary with effect from 1st July 2011 as approved by the Compensation Committee of Directors in its meeting held on 27th October 2011,subject to the approval of shareholders in the forthcoming Annual General Meeting.

13 In terms of Accounting Standard (AS) 17 on 'Segment Reporting' notified in the Companies Act, 1956, segment information has been presented in the Consolidated Financial Statements(prepared pursuant to Accounting Standard (AS) 21 on 'Consolidated Financial Statements' and Accounting Standard (AS) 27 on 'Financial Reporting of Interests in Joint Ventures' notified in the Companies Act, 1956) included in the Annual Report for the year.

14 The financial statements for the year ended March 31, 2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended March 31,2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year's classification. The adoption of Revised Schedule VI for previous year figures does not impact recognition and measurement principles followed for preparation of financial statements.


Mar 31, 2011

Nature of Security

Term Loan from Scheduled bank is secured by revenue from Phonographic Performance Limited (by way of escrow account), demand promissory note and first charge created on three properties in Mumbai and one property in Kolkata in terms of the related agreement.

Bank borrowings for working capital are secured by first charge of entire stocks of raw materials, stock in process, finished goods, receivables/book debts and other current assets of the Company ranking pari passu with other consortium banks.

Vehicle loans from Banks/Non Banking Financial Company are secured by hypothecation of the vehicles financed.

2 Other Liabilities (Schedule XII) include -

a) Rs. 9,853 thousands (31.03.10 - Rs.13,074 thousands) being advance from sub-lessees adjustable over the sub-lease period.

b) Rs. 2,500 thousands (31.03.10 - Rs. 2,500 thousands) being advance from a party against proposed sale of certain fixed assets.

3 Capital commitments (net of advances of Rs. 1,408 thousands; 31.03.10 - Rs. 975 thousands) as at 31st March, 2011 are estimated at Rs. 1,783 thousands (31.03.10 - Rs. 675 thousands).

4 Contingent liabilities in respect of -

(a) Any unpaid amount out of specified liabilities of the Company amounting to Rs. 1,74,906 thousands (31.03.10 - Rs. 1,74,906 thousands) against certain receivables of Rs. 1,70,406 thousands (31.03.10 - Rs. 1,70,406 thousands) of the Company taken over by the assignee in 2006-07 has to be discharged by the Company.

(b) (Rs. in Thousands) As at As at 31st March, 2011 31st March, 2010

(i) Guarantees given by Banks 5,150 150

(ii) Claims against the Company not acknowledged as debts in respect of -

– Copyright matters – 7,500

– Income Tax matters 43,256 20,100

– Sales tax/value added tax/entry tax matters 70,165 68,527

– Excise duty matters 5,608 5,608

– Customs duty matters 26,675 26,675

Interest at appropriate rate relating to excise duty matter, which is not readily ascertainable. (c) The Company has decided to continue providing financial support to one of its wholly-owned subsidiaries, if required.

5 (a) Based on valuation reports of valuers, appointed for the purpose, the fixed assets (other than furniture, fittings and equipment, vehicles and certain items of plant and machinery) were revalued on 31st March, 1984 and again (except for those relating to record making machinery items) on 30th September, 1987 after considering the then (a) current market value/ derived rates attributable to land (b) current replacement cost after depreciation etc. and Rs. 58,731 thousands and Rs. 62,819 thousands were added to the book value of the related assets (with corresponding credit to Fixed Asset Revaluation Reserve) on 31st March, 1984 and 30th September, 1987 respectively.

(b) Certain assets of the Company viz Land and Buildings were revalued in June 2003 by registered valuers at the lower of current replacement cost and realisable value. Resultant incremental value amounting to Rs. 237,411 thousands were added to the book value of the related assets with utilisation of the corresponding credit amount pursuant to an approved scheme of arrangement.

(c) Companys land was revalued on 31st March, 2007 by registered valuers, at lower of current replacement cost and realisable value. Resultant incremental value amounting to Rs. 442,130 thousands were added to the book value of land with corresponding credit to Revaluation Reserve of Rs. 269,756 thousands and utilisation of the balance amount of Rs. 172,374 thousands pursuant to a sanctioned scheme of amalgamation of erstwhile Saregama Films Limited with the Company in 2006-07.

(d) In respect of fixed asset covered by revaluation made in the earlier years, depreciation has been calculated on their respective amounts and includes additional charge of Rs. 525 thousands (previous year - Rs. 596 thousands) which has been transferred from Revaluation Reserve.

6 Total consumption of stores and spares during the year amounted to Rs. 2,360 thousands (previous year - Rs. 842 thousands).

7 (b) Managing Directors remuneration [Note 8(a) above] include Rs. 864 thousands for which Shareholders approval is pending.

8 (c) The Company has granted 25,000 stock options to the Managing Director (Mr. Apurv Nagpal) in 2008-09 under Employee Stock Option Scheme, of which 1500 options have been vested in 2009-10 and 1500 options have been vested in 2010-11. No options have been excercised by the said Managing Director.

9 Pending completion of the relevant formalities of transfer of certain assets and liabilities acquired pursuant to the Scheme of Amalgamation of RPG Music International Limited and Gramco Music Publishing Limited with The Gramophone Company of India Limited (now Saregama India Limited) in 1999-2000, such assets and liabilities remain included in the books of the Company under the name of the Transferor Companies.

10 Expenses (Schedule XVII) include reimbursements.

11 (b) In keeping with the Companys leave benefit scheme (a defined benefit plan - unfunded), eligible employees are entitled to leave benefit (at 90 days eligible salary for management employees and 100 days eligible salary for non management employees after completion of one year of continuous service) on retirement / death / incapacitation / resignation. Also refer Note 1 (f) for accounting policy relating to leave benefit. Following are the further particulars with respect to leave benefit.

12 Value of Imports on C.I.F. basis :

There have been no imports of raw materials, spares and capital goods in the current year and in the previous year.

13 (a) Rent expenditure includes lease payments of Rs. 18,396 thousands (previous year - Rs. 24,136 thousands) relating to operating leases taken on or after 1st April ,2001. These leasing arrangements range from less than a year to ten years and are primarily in respect of accommodation for employees / office premises. The significant leasing arrangements inter alia include escalation clause and option for renewal.

(b) Rent income includes sub-lease payments of Rs. 11,434 thousands (previous year - Rs. 11,276 thousands) for the year relating to sub-lease agreements entered into by the Company on or after 1st April, 2001. These lease arrangements inter alia include escalation clause/option for renewal.

(c) As on 31st March, 2011, Rs. 11,232 thousands (previous year - Rs. 15,725 thousands) is expected to be received in respect of future minimum sublease payments under non cancellable sublease.

(d) The total of future minimum lease payments under non-cancellable operating leases: i) not later than one year- Rs. 1,794 thousands ( previous year Rs. 5,831 thousands)

ii) later than one year and not later than five years - Rs. 7,938 thousands ( previous year Rs. 9,021 thousands) iii) more than five years -Rs. 344 thousands(previous year Rs. 2,407 thousands)

14 Related Party Disclosures in keeping with Accounting Standard (AS) 18 notified in the Companies Act, 1956

15 (a) The Company is engaged in the production/making of serials (media software) / films, which requires various types, qualities and quantities of raw materials and inputs in different denominations.Due to the multiplicity and complexity of items,it is not practicable to maintain the quantitative records/continuous stock register, as the process of making programme software/film is not amenable to it.Hence quantitative details are not maintained by the Company as is the practice generally followed by companies in the industry.

16 Current tax represents provision made under Minimum Alternate Tax in terms of Section 115 JB of the Income Tax Act, 1961.

17 Previous years figures have been regrouped or rearranged, where considered necessary.


Mar 31, 2010

Nature of Security

Term Loan from Scheduled bank is secured by revenue from Phonographic Performance Limited (by way of escrow account), demand promissory note and first charge created on three properties in Mumbai and one property in Kolkata in terms of the related agreement.

Bank borrowings for working capital are secured by first charge of entire stocks of raw materials, stock in process, finished goods, receivable / book debts and other current assets of the Company ranking pari passu with other consortium banks.

Vehicle loans from Banks/Non Banking Financial Company are secured by hypothecation of the vehicles financed.

1 Other Liabilities (Schedule XII) include -

a) Rs. 13,074 thousands ( 31.03.09 - Rs. 16,374 thousands ) being advance from sub-lessees adjustable over the sub-lease period.

b) Rs. 2,500 thousands ( 31.03.09 - Rs. 2,500 thousands ) being advance from a party against proposed sale of fixed assets.

2 Capital commitments (net of advances of Rs. 975 thousands; 31.03.09 - Rs.1,100 thousands) towards outright acquisition of copyrights and software as at 31st March, 2010 is Rs. 500 thousands (31.03.09 - Rs.3,200 thousands) and Rs. 175 thousands (31.03.09 - Rs. Nil) respectively.

3 Provision for Current Tax includes Rs. 18,613 thousands (Previous year - Rs. Nil) in respect of earlier years consequent to amendment in Section 115JB of Income Tax Act, 1961 with retrospective effect vide Finance (No.2) Act, 2009.

4 Contingent liabilities in respect of -

(a) Any unpaid amount out of specified liabilities of the Company amounting to Rs. 1,74,906 thousands (31.03.09 - Rs. 1,74,906 thousands ) against certain receivables of Rs. 1,70,406 thousands (31.03.09 - Rs. 1,70,406 thousands) of the Company taken over by the assignee in 2006-07 has to be discharged by the Company.

(b) (Rupees in Thousands) 31st March, 31st March 2010 2009 (i) Guarantees given by Banks 150 650

(ii) Claims against the Company not acknowledged as debts in respects in respects of-

- Copyright matters 7,500 -

- Income Tax matters 20,100 23,500

- Sales tax/value added tax/entry tax matters 68,527 55,903 - Excise duty matters 5,608 5,608

- Customs duty matters 26,675 26,675

Inyerest at appropriate rate relating to excise duty matters. which is not readily ascertainable.

Notes to the Accounts

5 (a) Based on valuation reports of valuers, appointed for the purpose, the fixed assets (other than furniture, fittings and equipment, vehicles and certain items of plant and machinery) were revalued on 31st March, 1984 and again (except for those relating to record making machinery items) on 30th September, 1987 after considering the then (a) current market value/ derived rates attributable to land (b) current replacement cost after depreciation etc. and Rs. 58,731 thousands and Rs. 62,819 thousands were added to the book value of the related assets (with corresponding credit to Fixed Asset Revaluation Reserve) on 31st March, 1984 and 30th September, 1987 respectively.

(b) Certain assets of the Company viz Land and Buildings were revalued in June 2003 by registered valuers at the lower of current replacement cost and realisable value. Resultant incremental value amounting to Rs 237,411 thousands were added to the book value of the related assets with utilisation of the corresponding credit amount pursuant to an approved scheme of arrangement.

(c) Companys land was revalued on 31st March,2007 by registered valuers, at lower of current replacement cost and realisable value. Resultant incremental value amounting to Rs 442,130 thousands were added to the book value of land with corresponding credit to Revaluation Reserve of Rs 269,756 thousands and utilisation of the balance amount of Rs 172,374 thousands pursuant to a sanctioned scheme of amalgamation of erstwhile Saregama Films Limited with the Company in 2006-07.

(d) Depreciation for the year ended 31st March, 2009 on items of depreciable fixed assets revalued has been calculated on the respective revalued amounts at the rates applicable based on useful balance life of the assets. Depreciation so calculated include an additional charge of Rs.1,844 thousands(previous year - Rs. 1,856 thousands) over that calculated on original cost at rates prescribed under Schedule XIV of the Companies Act, 1956 as amended during 1993-1994 and an amount of Rs.596 thousands (previous year - Rs. 608 thousands) being the related available balance in Revaluation Reserve in respect of the aforesaid revaluation has been transferred to Profit and Loss Account from Revaluation Reserve.

6 Total consumption of stores and spares during the year amounted to Rs. 842 thousands (previous year - Rs. 770 thousands).

The Company has granted 25,000 stock options to the Managing Director (Mr. Apurv Nagpal) in 2008-09 under Employee Stock Option Scheme, of which 1,500 options have vested in 2009-10. No option has been exercised by the said Managing Director.

7 (b) Managing Directors’ remuneration [Note 9(a) above] include Rs. 11,917 thousands (previous year - Rs. 2,549 thousands) is subject to the approval of Central Government.

8 Pending completion of the relevant formalities of transfer of certain assets and liabilities acquired pursuant to the Scheme of Amalgamation of RPG Music International Limited and Gramco Music Publishing Limited with The Gramophone Company of India Limited (now Saregama India Limited) in 1999-2000, such assets and liabilities remain included in the books of the Company under the name of the Transferor Companies.

On a prudent basis Deferred Tax on unabsorbed depreciation, business / capital loss and others have not been recognised in these accounts.

9 Expenses (Schedule XVII) include reimbursements.

10 In keeping with the Companys gratuity scheme (a defined benefit plan), eligible employees are entitled to gratuity benefit (at one half months eligible salary for each completed year of service) on retirement / death / incapacitation / resignation. Also refer Note 1 (f) for accounting policy relating to gratuity. Following are the further particulars with respect to gratuity :-

11 (a) The Company has adopted the Intrinsic value method in keeping with the applicable regulatory pronouncements for accounting the stock options granted as referred to in Notes 4 and 5 on Schedule 1, which has no impact on the financial results of the Company. Had the fair value method been used in keeping with the said pronouncements, net result and earnings per share (basic and diluted) for the year would have been higher by about Rs. 250 thousands (Previous Year - Rs. 289 thousands) and Re.0.02 (Previous Year - Re. 0.02) respectively.

12 (a) Rent expenditure includes lease payments of Rs. 24,136 thousands (previous year - Rs. 30,555 thousands) relating to operating leases taken on or after 1st April, 2001. These leasing arrangements range from less than an year to ten years and are primarily in respect of accommodation for employees / office premises. The significant leasing arrangements inter alia include escalation clause and option for renewal.

(b) Rent income includes sub-lease payments of Rs. 11,276 thousands (previous year - Rs. 10,649 thousands) for the year relating to sub-lease agreements entered into by the Company on or after 1st April, 2001. These lease arrangements inter alia include escalation clause/option for renewal.

(c) As on 31st March, 2010, Rs. 15,725 thousands (previous year - Rs. 20,218 thousands) is expected to be received in respect of future minimum sublease payments under non cancellable sublease.

(d) The total of future minimum lease payments under non-cancellable operating leases:

i) Not later than one year- Rs. 5,831 thousands (previous year Rs. 3,955 thousands)

ii) later than one year and not later than five years - Rs. 9,021 thousands (previous year Rs. 11,029 thousands)

iii) more than five years -Rs.2,407 thousands (previous year Rs. 4,470 thousands)

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