Home  »  Company  »  Saregama India Ltd.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Saregama India Ltd.

Mar 31, 2017

The Directors are pleased to present the Seventieth Annual Report of Saregama India Limited along with the audited accounts for the year ended 31st March, 2017.

1. FINANCIAL SUMMARY

The performance of your Company for the year ended 31st March, 2017 is summarized below:

(Rs. in Lakhs)

Consolidated

Standalone

Consolidated

Standalone

Year ended 31st March, 2017

Year ended 31st March, 2016

Total income

22725.81

21971.77

23384.66

22476.56

Profit/(Loss) from operations

1455.31

1606.51

2070.25

1939.29

Exceptional item

Nil

Nil

1158.88

960.09

Provision for Contingencies

Nil

Nil

Nil

Nil

Profit before tax

1455.31

1606.51

911.37

979.20

Provision for Taxation Deferred Tax Charged / (Credit)

27.46

27.46

(302.67)

(302.67)

Current tax

995.56

995.56

527.44

527.44

Excess Provision of Earlier Years Written Back

(187.60)

(187.60)

Nil

Nil

Net profit (after tax and exceptional items)

619.89

771.09

686.60

754.43

Proposed Dividend (including tax thereon)

314.18

314.18

314.18

314.18

Transfer to general reserve

Nil

Nil

Nil

Nil

Reserves (excluding revaluation reserves)

13510.73

15105.25

12652.75

14334.16

Your Board is pleased to report a profit of Rs.619.89 lakhs for the year 2016-17.

2. DIVIDEND

Your Board is pleased to recommend a dividend of Rs.1.50 /- per equity share of Rs.10/- each for the year ended 31st March, 2017.

3. SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2017 was Rs.17,40,29,380 comprising of 1,74,02,938 equity shares of Rs.10/- each. There was no change in the Company’s Share Capital during the year under review.

4. OPERATIONS

Music Audio Business

The company has consolidated its position into B2B businesses like Telecom, OTT and Youtube posting steady growth in various vectors. The music publishing has also offered smart revenue growth with help of many initiatives. The company has strengthened its last year’s foray into B2C part of the business by offering new products. The Company has witnessed launch of newer initiatives like Retail Music Card, re-entry into New Music Content Acquisition both in Hindi and Tamil Films. Steady growth in Telecom, OTT and YouTube sectors.

OTT and Youtube

Your company has expanded its reach on all domestic and international OTT music platforms like Gaana, Saavn, Wynk, Reliance Jio, Idea Music Lounge, iTunes etc and made available its entire catalog along with relevant album art and metadata. The adverse impact of drop in per unit realization from YouTube has been balanced with the help of increasing overall YouTube views through structured activities and content offerings. In order to ensure visibility for its content, your company works very closely with the content & editorial teams of these digital music stores & You tube by way of creating various artiste, mood & theme based compilations and having them featured in various sections of these stores. These compilations provide visibility to your company’s catalog, which further helps in enhancing consumption.

Telecom

The overall industry has witnessed lack of growth of traditional music products like CRBT, WAP & IVR. The company could however maintain its market share in CRBT segment by working closely with content and marketing teams of the telecom companies. For the vectors of WAP & IVR, the thrust has been to maintain targeted profitability through strict control on the costs.

Music Publishing

Both domestically and internationally, the music publishing business has shown smart growth. Number of initiatives were undertaken to increase the customer reach and proactively helping the customers to utilize company’s catalogue. Smaller TV networks were brought into legitimate licensing through concerted education on copyrights and reasonable commercials. Internationally, almost all the active countries have been covered by appointment of specialized sub publishers knowing local domain.

Content

Focus was on music that appeals to the youth, hence genres like remixes and re-interpretation music was big this year. Some songs like “ Ek ladki bheegi bhaagi Si “ by Meiyang Chang & DJ Aqeel, Sanam Puri’s song “ Yeh Raat Bheegi Bheegi” gave us decent viewership and audio streams. The company resumed new film music acquisitions in Hindi & Tamil. The music rights of the film “Kahaani 2 in Hindi “,“Kadavul Irukaan Kumaru”, “Maaveeran Kittu”, and “Motta Shiva Ketta Shiva” in Tamil were added to the library. The songs like Arijit’s Mehram, GV Prakash’s Locality Boys, Jitinraj & Pooja ‘s Kannadikkala , Amrish’s Hara Hara Mahadevki were the few revenue grossers for the company. Saregama Classical App got rejuvenated with fresh content of audio-videos featuring great Hindustani maestros like Ustad Amjad Ali Khan, Pt. Hari Prasad Chaurasia, Pt. Jasraj, Pt. Ronu Majumdar, Purbayan Chatterjee, Kaushiki Chakraborty, Bickram Ghosh, Carnatic maestros like O.S. Arun, Nithyashree, Rajesh Vaidya and many more. The company remains the only music label to own latest audio-visual recordings of the late legendary Carnatic vocalist Dr. M Balamuralikrishnan; taking a total of 53 tracks of this artiste being offered by the company. Saregama Shakti - company’s devotional application got updated with a niche content featuring a hands on guide “how to do traditional poojas with ease at home”. This new Pooja content not only got popularity and but also a good product review from the subscribers.

TV Software

The South TV Business is associated with leading Sun TV Network over decade and is currently producing two megas - Chandralekha and Valli and one-hour weekly -Bhairavi in Tamil. Chandralkeha and Valli are the top shows in the noon band of Sun TV competing with 7 other serials. This financial year, the company also launched a serial in Kannada titled Jo Jo Laali.

National TV business offered two successful shows “Savdhan India” on LIFE OK being a one-hour episodic format and a daily Soap, “Sanyukt” on ZEE TV; with decent TRPs.

Publication Business

Your Company publishes the weekly current affairs magazine “OPEN” through its subsidiary Open Media Networks Pvt. Ltd. Aimed at the intelligent Indian reader, it caters to a high value category of advertisers and readers.

5. CORPORATE GOVERNANCE

Your Company has adopted a Code of Conduct (the Code) for its Directors and Senior Management personnel, who have affirmed compliance with the Code.

The adoption of the Code stems from the fiduciary responsibility that the Directors and the Senior Management have towards the stakeholders of the Company. Your Directors and Senior Management act as trustees in the interest of all stakeholders of the Company by balancing conflicting interest, if any, between stakeholders for optimal benefits.

Your Board of Directors is committed to good governance practices based on principles of integrity, fairness, transparency and accountability for creating long-term sustainable shareholder value.

The Report on Corporate Governance as stipulated as per relevant provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as referred to in Regulation 15(2) forms part of the Annual Report.

A certificate of chartered accountant regarding compliance of the Corporate Governance requirements as per relevant provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as referred to in Regulation 15(2) for the year ended 31st March 2017 forms part of the Annual report.

6. PREVENTION OF SEXUAL HARASSMENT

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace. During the year under review, Company has not received any complaints on sexual harassment.

7. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

8. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed as ANNEXURE-A to this Report.

9. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries have been prepared in accordance with the provisions of the Act read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 and it forms part of the Annual Report. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the subsidiary companies for the F.Y. 2016-17 is attached to the Financial Statements for the F.Y. 2016-17 in Form AOC-1. The Company will make available the said financial statements and related detailed information of the subsidiary companies upon request by any member of the Company or its subsidiary companies. These financial statements will also be kept open for inspection by any Member at the Registered Office of the Company.

Pursuant to the provisions of section 136 of the Act, the Audited financial statements of the Company, consolidated financial statements along with relevant documents and separate Audited Accounts in respect of subsidiaries, are available on the website of the Company viz.www.saregama.com.

10. SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE COMPANIES:

During the year under review, there are no companies, which have become/ceased to be a subsidiary companies/Joint venture company or associate company.

11. DIRECTORS

As per the relevant provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, during the period under review, the following changes in Directors are detailed as follows:

Mr. Pradipta K. Mohapatra, Director of the Company has expired on 13 th March, 2017 and accordingly he ceased to be a Director of the Company.

Mrs. Sushila Goenka (DIN 00087692) is liable to retire by rotation pursuant to the provisions of Companies Act, 2013.

Mr. G. B. Aayeer shall be re-appointed as a Whole-Time Director of the Company till June 18, 2018 subject to approval of shareholders at the ensuing Annual General meeting. Details of remuneration proposed to be paid to Mr. G. B. Aayeer are mentioned in Corporate Governance Report, which forms part of the Annual report, and Notice of Annual General Meeting.

12. KEY MANAGERIAL PERSONNEL

During the year under review there were no changes in the Key Managerial Personnel of the Company. Mr. Tony Paul, Company Secretary resigned from the Company with effect from the close of business hours of April 12, 2017.

13. BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015, the Board of Directors (“Board”) has carried out an annual evaluation of its own performance, and that of its Committees and individual Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the Chairperson was also evaluated on the key aspects of his role.

14. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to requirement of Securities and Exchange Board of India vide Circular no. CIR/CFD/POLICY CELL/7/2014 dated September

15, 2014, the Company has in place a programme for familiarization of the Independent Directors with the Company, details of which is available on the website of the company http://r.saregama.com/resources/pdf/investor/familiarization_programme_for_independent_ director.pdf

15. NOMINATION AND REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel, Senior Management and other Employees pursuant to the provisions of the Act and Regulation 19 of the SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015. The Nomination and Remuneration policy forms a part of this report and is annexed as “ANNEXURE-B”.

16. BOARD MEETINGS

During the period under review, 4 (four) Board Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and Regulation 17 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015.

Currently the Board has Five (5) committees, namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility (‘’CSR’’) Committee, Stakeholders’ Relationship Committee and Committee of Directors.

Details of the composition of the Board and its Committees and of the Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report.

17. AUDIT COMMITTEE

The Audit Committee comprises of following members:

Name of the Directors

Position

Category of Director

Mr. B. Raychaudhuri

Chairman

Non-executive Independent Director

Mr. U. Kanoria

Member

Non-executive Independent Director

Mr. P. K. Mohapatra *

Member

Non-executive Independent Director

Mr. Shantanu Bhattacharya**

Member

Non-executive Independent Director

* Expired on 13.3.2017.

** W.e.f. 25th April 2017.

Note - Further, details relating to the Audit Committee are provided in the Corporate Governance Report forming part of the Annual report.

18. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company’s website (Weblink: http://rsaregama.com/ resources/pdf/investor/whistle_blower_policy.pdf )

19. PARTICULARS OF EMPLOYEES

The information on employees who were in receipt of remuneration of not less than Rs.1,02,00,000 (Rupees One Crore and two lakh only) during the year or Rs.8,50,000 (Rupees Eight Lakh Fifty Thousand Only) per month during any part of the said year as required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. The said statement is also open for inspection at the registered office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to the Report as “ANNEXURE C”)

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the CSR Policy of the Company along with the Annual Report on CSR activities is set out in “ANNEXURE D” of this report. The policy is available on the Company’s website. (Weblink: http://rsaregama.com/resources/pdf/investor/csr_policy.pdf )

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans given, Investments made, Guarantees given and Securities provided during the period under Section 186 of the Act are stated in the Notes to Accounts which forms part of this Annual Report.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/ transactions entered by the Company with the Related Parties during the financial period were on an Arm’s length basis and were in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant transactions entered into by your company during the year and hence no information is required to be provided under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

23. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the Financial Statements relate and the date of this Report.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant or material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation.

25. RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a company’s capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a Company’s operating environment and they emerge on a regular basis. The Company’s Risk Management processes focusses on ensuring that these risks are identified on a timely basis and addressed.

The Company is well aware of the above risks and as part of business strategy has put in a mechanism to ensure that they are mitigated with timely action. The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Audit Committee reviews adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company’s risk management policies and systems.

27. AUDITORS

A) Statutory Auditors

At the AGM held on July 31, 2015, M/s. Price Waterhouse (Firm Registration No. 301112E), Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in calendar year 2017, subject to ratification of their appointment by the Members at every Annual General Meeting. Accordingly the term of M/s. Price Waterhouse (Firm Registration No. 301112E), shall expire at the Annual General Meeting to be held on July 28, 2017.

In view of expiry of term of M/s. Price Waterhouse, it is proposed to appoint M/s BSR & Co. LLP, Chartered Accountants, Firm Registration No. 101248W/W-100022 as Statutory Auditors of the Company for a period of 5 years subject to approval of the shareholders in the ensuing Annual General Meeting. The Statutory Auditors report does not contain any qualification.

B) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s M R and Associates, Practicing Company Secretaries has been appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the financial year 2016-17. The report of the Secretarial Auditor is annexed to this report as “ANNEXURE E”. The Secretarial Audit Report does not contain any observation.

C) Internal Auditors

M/S Ernst and Young have been appointed as Internal Auditors for FY 2016-17.

28. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliances with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2017 and to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the March 31, 2017 and of the profit and loss of the company for that year on that date;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis

e) the directors had laid down proper systems of internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

29. INDEPENDENT DIRECTORS DECLARATION

The company has received the necessary declaration from Independent Directors that they meet the criteria of independence as provided in Section 149 of the Companies Act.

30. REPORTING OF FRAUD BY AUDITORS

There are no instances of fraud reported by the Auditors during FY 2016-17.

31. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Pursuant to the requirement of Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant data pertaining to the Conservation of Energy and Technology Absorption is given below:

A) CONSERVATION OF ENERGY

i) The steps taken to or impact on conservation of energy- Although the Company is not engaged in manufacturing activities. However, as a responsible corporate citizen, we continue to pursue and adopt appropriate energy conservation measures.

ii) The Steps taken by the Company for utilizing alternate sources of energy- Not applicable

iii) The capital investment on energy conservation equipment’s- The Company constantly evaluates new developments and invests into latest energy efficient technology.

A) TECHNOLOGY ABSORPTION

i) The efforts made towards technology absorption - The Company adopts the latest trends in the technology development and introduces the same so as to ensure reduction in cost with best quality output.

ii) The benefits derived like product improvement, cost reduction, Product development or import substitution- Not applicable

B) IMPORTED TECHNOLOGY

i) The details of technology imported- Not Applicable

ii) The year of import - Not applicable

iii) Whether the technology has been fully absorbed - Not applicable

iv) If not fully absorbed - Not applicable

Expenditure incurred on Research and Development (R&D):

Your company is predominantly a service provider and therefore has not set up a formal R&D unit, however continuous research and development is carried out at various development centers as an integral part of the activities of the Company.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

(Rs. in Lakhs)

Current Year

Previous Year

Foreign Exchange used

512.83

232.04

Foreign Exchange earned

4793.32

4687.07

32. EMPLOYEE BENEFIT SCHEME

The Members of the Company, at its Annual General Meeting held on 26th July, 2013, approved the implementation of Saregama Employees Stock Option Scheme - 2013. Your Company is desirous to extend the said benefits also to employees (including directors whether whole time directors or not) of the subsidiary companies.

Your Company has further formulated the Saregama Stock Appreciation Rights Scheme - 2014 for benefit of its employees as per applicable regulations of Securities and Exchange Board of India as amended from time to time.

Pursuant to the provisions of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended the details of stock options as on March 31, 2017 under the Employee Stock Option Scheme are annexed as “ANNEXURE F” to this report.

33. RIGHTS ISSUE

Out of the 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 (31.03.2016 - 5,290) equity shares (relating to cases under litigation / pending clearance from concerned authorities) are in abeyance as on 31st March, 2017.

34. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation to its stakeholders financial institutions, bankers and business associates, Government authorities, customers and vendors for their co-operation and support and looks forward to their continued support in future. Your Directors also place on record, their deep sense of appreciation for the committed services by the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Vikram Mehra G. B. Aayeer

Managing Director CFO and Whole-time Director

DIN: 03556680 DIN: 00087760

Date: May 25, 2017

Place: Kolkata


Mar 31, 2015

Dear Members,

The Directors are pleased to present the Sixty-Eighth Annual Report of Saregama India Limited along with the audited accounts for the year ended 31st March, 2015.

Financial Results

The performance of your Company for the year ended 31 st March, 2015 is summarized below:

(Rs. in Lacs) Year ended Year ended 31st March, 31st March 2015 2014

Total income 18894 17369

Profit/(Loss) from operations 1797 2611

Exceptional item 261 886

Provision for Contingencies Nil Nil

Profit before tax 1536 1726

Provision for Taxation

Deferred Tax Charged / (Credit) (33) (118)

Current tax Nil 635

Net profit (after tax and exceptional items) 1569 1209

Proposed Dividend (including tax thereon) 315 305

Transfer to general reserve Nil 60

Reserves (excluding revaluation reserves) 13880 12724

Your Board is pleased to report a profit ofRs. 1568.51 Lakhs in the year 2014-15.

Dividend

Your Board is pleased to recommend a dividend ofRs. 1.50/- per equity share of Rs. 10/- each for the year ended 31st March, 2015.

Operations Music Audio Business

Your Company has been able to complete the journey from an old-music label into digital business conglomerate. In April last year your Company entered into partnership with international digital distribution company Believe Digital for digital distribution of the entire music catalogue across different languages and genres in international markets especially with the Indian diaspora. This was followed by the launching of online music store / library starting from Gauhar Jan to the soundtrack of the latest film ''Heropanti1 consisting of more than a lakh unique songs in 14 languages streamed for free and downloadable at a price after streaming through Facebook, Twitter, Google Plus and Email, adding a social element to the service. It has four main divisions - Hindi, Regional, Devotional and Languages in 35 sub-categories with an interesting option called ''Experience 360'' which provides users with information regarding the song, artists, video and artist biography.

Your Company is concentrating on improving/building content monetization infrastructure, viz., Platform relationships with Telcos, D2h/Cable operators, iTunes, OTT providers, TV channels and Radio stations; Direct-to-customer retail business, e.g. digital: website, apps; & physical: kiosks at high traffic outlets; Youtube business both advertising revenues and claims; International markets monetization; Ad Sales from reinterpretation projects, new South TV programs, advertising agencies.

Music Publishing Business

Your Company''s decision to negotiate directly with all major Television broadcast networks at decent valuations has been a significant development in the current year. The Bollywood industry continues to synchronize your Company''s catalogue to create new content while retaining the nostalgic value of the retro music.

TV Software

Your National Television business has launched its first Prime Time Daily "Begusarai" on the recently launched GE Channel &TV from Zee Network. Your Company additionally continues to function as a full-fledged Production House on Channels as Life OK crime series titled "Savdhan India", on National Network of Doordarshan family drama titled ''''Jab Jab BaharAayee" and chat show on women empowerment and upliftment "Stree Shakti". Your Company continues to be a leading producer of TV content in all four South Indian languages. It includes hit serials titled ''Athipookal'', ''My Dear Bootham'', ''Velan'', ''Soolam'', ''RajaRajeshwari''etc.

Publication Business

Your Company publishes the weekly current affairs magazine "OPEN"through its subsidiary Open Media Networks Pvt. Ltd. Aimed at the intelligent Indian reader it has been well received by advertisers and readers at large. The subsidiary is adding to its existing business line the promising business vertical of organizing events for live panel discussions on trending topics in politics, society, sports, world affairs, etc.

Corporate Governance

Your Company has adopted a Code of Conduct (the Code) for its Directors and Senior Management personnel, who have affirmed compliance with the Code.

The adoption of the Code stems from the fiduciary responsibility that the Directors and the Senior Management have towards the stakeholders of the Company. Your Directors and Senior Management act as trustees in the interest of all stakeholders of the Company by balancing conflicting interest, if any, between stakeholders for optimal benefits.

Your Board of Directors is committed to good governance practices based on principles of integrity, fairness, transparency and accountability for creating long-term sustainable shareholder value.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

A certificate of chartered accountant regarding compliance of the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed to this Report.

Directors'' Responsibility Statement

Your Directors states that:

- In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and

prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period; .

- The Directors have taken proper and sufficient care of the maintenance of adequate accounting records, in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That your Directors have prepared the Annual Accounts on a going concern basis;

- The Directors have laid down internal financial controls to be followed by the Company and that such internal controls are adequate and are operating effectively; and

- The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. ''

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The disclosures are set out in Note 3 9 to the financial statement.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. Your Company is committed to identifying and supporting programmes aimed at:

- Provision of access to basic healthcare services / facilities, safe drinking water & sanitation and conducting health awareness camps;

- Empowerment of the disadvantaged sections of society through promoting inclusive education for all, as well as through livelihood generation and skill development;

- Supporting environmental and ecological balance through energy conservation, adoption of initiatives resulting into Greenhouse Gas Emissions reduction and transformation into a low carbon business practices;

- Undertaking livelihood generation / promotion and women empowerment projects;

- Any other programme that falls under the Company''s CSR Policy and is aimed at the empowerment of disadvantaged sections of the society; and

- U ndertaking / supporting sports activities and programmes of act & culture in various forms.

Vigil Mechanism

The Vigil Mechanism of your Company, which also incorporates a whistle blower policy in terms of the Listing Agreement. Protected disclosures can be made by a whistle blower through e-mail, or a letter to the Chairman of the Audit Committee.

Employee Benefit Scheme

The Members of the Company, at its Annual General Meeting held on 26th July, 2013, approved the implementation of Saregama Employees Stock Option Scheme - 2013. Your Company is desirous to extend the said benefits also to employees (including directors whether whole time directors or not) of the subsidiary companies.

Your Company has further formulated the Saregama Stock Appreciation Rights Scheme - 2014 for benefit of its employees as per applicable regulations of Securities and Exchange Board of India as amended from time to time.

Rights Issue

Your Company offered 5,338,628 Equity shares of face value ofRs. 10/- each for cash at a premium ofRs. 35/- per share on Rights basis to the existing Members of the Company in the ratio of 4 Equity shares for every 7 Equity shares held on the Record Date (14th March, 2005) aggregating Rs. 2,402 lakhs. Out of the total issue, 5,332,025 and 1,113 and 200 Equity shares were allotted in the year 2005-06,2006-07 and 2009-10 respectively and the balance 5,290 Equity shares were kept in abeyance due to pending litigation and identification of beneficiaries of the clearing members by NSDL and CDSL. .

Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Rules made thereunder. Particulars of Employees In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1) to 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees drawing remuneration in excess of the limits set out in the Rules are provided in the Annual Report. However, as per first proviso to Section 136( 1) of the said Act the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company. None of the employees as set out in the said Annexure is related to any Director of the Company.

Directors and Key Managerial Personnel

In terms of Article 102 of the Articles of Association and pursuant to the relevant provisions of the Companies Act, 2013 Mrs. S Goenka and Mr. G B Aayeer retires by rotation and, being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting. The particulars regarding the Directors proposed to be re-appointed at the ensuing Annual General Meeting, as required under Clause 49 of the Listing Agreement of the Stock Exchanges, has been given in the Notes annexed to the Notice convening the meeting. .

Mr. Harshavardhan Neotia resigned as a Director of the Company with effect from 18th November, 2014. The Board places on record its deep appreciation for the services rendered by Mr. Harshavardhan Neotia during his tenure as Director of the Company.

Your Company has devised programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters. Also a Policy of performance evaluation was followed for Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive and executive directors.

Auditors

M/s Price Waterhouse, the Statutory Auditors ofthe Company, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

M/s. Shome & Banerjee, Cost Accountants, has been appointed by the Board for conducting the audit of cost records of your Company for the financial year ended 31 st March, 2015.

M/s MR & Associates, Practicing Company Secretaries, has been appointed by the Board to conduct Secretarial Audit for the financial year ended 31 st March, 2015.

Subsidiary Companies

In accordance with the Companies Act, 2013 the audited accounts and other particulars of Saregama Pic., RPG Global Music Limited, Kolkata Metro Networks Limited and Open Media Network Private Limited shall be available for inspection at the registered office of the Company. Your Company has invested an amount of Rs. 17 Crores in Kolkata Metro Networks Limited, a wholly owned subsidiary, to generate revenue through live music, artiste management, representation, event management etc. Your Company has increased its holding to the extent of 75.18% in Open Media Network Private Limited with full management control.

Consolidated Financial Statements

The Consolidated Financial Statements as stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges have been prepared by the Company in accordance with the requirements of Accounting Standard 21 "Consolidated Financial Statements" issued by The Institute of Chartered Accountants of India. The audited Consolidated Financial Statements together with Auditors'' Report thereon form part of the Annual Report.

Conservation of Energy and Technology Absorption A. Conservation of energy:

(a) Energy conservation measures taken: .

During the year external experts conducted an energy audit and the recommendations have been implemented.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

No additional investments for reduction in energy consumption have been made or are proposed to be made presently.

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

The Company has achieved marginal savings during 2014-2015 due to the measures at (a) above.

B. Technology absorption:

(d) Efforts made in technology absorption as per Form Bunder:

FORM B

* (See Rule 2)

Form for disclosure of particulars with respect to absorption.

Research and Development (R & D) .

1. Specific areas in which R&D carried out by the Company No Research & Development activities have been carried out by

- the Company during the year.

2. Benefits derived as a result of the above R&D -

3. Future plan of action -

4. Expenditure on R & D : Nil

(a) Capital -

(b) Recurring -

(c) Total -

(d) Total R&D expenditure as a percentage of total turnover -

Technology absorption, adaptation and innovation:

1. Efforts, in brief, made towards technology absorption, adaptation and innovation. .

The technology for manufacturing audio cassettes was imported nearly 10 years earlier and has been absorbed fully. The product line of audio cassettes however is becoming outdated with advent of new formats of consumption.

2. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. ''

None.

3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished:

Not Applicable.

(a) Technology imported. -

(b) Year of import. -

(c) Has technology been fully absorbed? -

(d) If not fully absorbed, areas where this has not taken

place, reason therefore and future plans of action. -

Acknowledgement

Your Directors express their sincere thanks to all stakeholders including the employees, artistes, composers, musicians, film producers and shareholders for their continued support and cooperation.

By Order of the Board G. B. Aayeer Kolkata, Director 29th May, 2015 DIN - 00087760


Mar 31, 2014

Dear Members,

The Directors are pleased to present the Sixty-Seventh Annual Report of Saregama India Limited along with the audited accounts for the year ended 31st March 2014.

Financial Results

The performance of your Company for the year ended 31 st March, 2014 is summarized below:

(Rs. in Lacs)

Year ended Year ended 31st March, 2014 31st March, 2013

Total income 17369 18446

Profit from operations 2611 1402

Exceptional item 886 327

Provision for Contingencies Nil Nil

Profit before tax 1726 1075 Provision for Taxation

Deferred Tax Charged / (Credit) (118) (483)

Current tax 635 470

Net profit (after tax and exceptional items) 1209 1088

Proposed Dividend (including tax thereon) 305 305

Transfer to general reserve 60 54

Reserves (excluding revaluation reserves) 12724 11821

Your Board is pleased to report a profit ofRs. 1208.77 Lakhs in the year 2013-14.

Dividend

Your Board is pleased to recommend a dividend of Rs. 1.50/- per equity share ofRs. 10/- each for the year ended 31 st March 2014.

Operations

Music Audio Business

Your company has developed state-of-the-art digital VAS business model that has added feathers to its existing rich music catalogue apart from building a formidable presence in conventional VAS Vectors like WAP and IVR besides the CRBT business. Your company also developed a very robust direct international presence in the Mobile VAS ecosystem with direct presence in over 50 countries covering over 100 telecom operators. In addition to Mobile VAS, the last year in particular has witnessed hectic activity in the Web digital business domain. Youtube has emerged as a powerhouse for monetizing music. Web based music services like SAAVN and GAANA has a growing customer base for streaming services. The coming year is expected to witness entry of almost all major Global Streaming Brands in India like Spotify, Google Play, Guvera and RDIO to name a few. The I- Tunes with its download model has also started shop in India. On the International Web business front, your company signed a 3-year deal with the global aggregator. This partnership is expected to make company''s content available to millions of Indians globally via multiple web based music services.

Your Company witnessed a sharp drop in the revenues from the device manufacturers like Nokia, which had a severe knock on effect on revenues to Music Companies. However, D2C APP business holds a lot of promise in the coming years and as such your Company has been in the process of developing some state of the art game changing App products.

Your Company''s corporate segment of physical sales continues to post business. During the year under review, your Company acquired new Hindi and regional film soundtracks including in Hindi - ''Issaq'' and a driver track of Heropanti'', etc. The demand for use of old film hits in new films continued this year also.

Music Publishing Business

Your Company''s deci sion to negotiate directly with all major Television broadcast networks at decent valuations has been a significant development in the current year. The Bollywood industry continues to synchronize your company''s catalogue to create new content while retaining the nostalgic value of the retro music.

TV Software

Your National Television business is successfully producing programs in national Hindi language in mainstream channels like ''Savdhan India'' in Star TV''s Life OK Channel. The show won the Indian Television Academy Award (ITA) under the Best Thriller Category with tough competition from long running popular shows like ''CID'' and ''Crime Patrol''. The Division is currently under pre-production stage for two new shows a daily on the Zee Network and a weekly one-hour show on Star Plus channel and also has two shows green lighted and approved on a new upcoming channel "EPIC TV" and will be on air as soon the channel is launched. The foray into regional channel BIG Magic continues with the production of the program ''Police Files''. Your Company continues to be a leading producer of TV content in all four South Indian languages. It includes hit serials titled ''AthipookaV, ''MyDearBootham'', ''Velan'', ''Soolam'', ''RajaRajeshwari''etc.

Publication Busin ess

Your Company publishes the weekly current affairs magazine "OPEN" through its subsidiary Open Media Network Pvt. Ltd. Aimed at the intelligent Indian reader it has been well received by advertisers and readers at large. The subsidiary is adding to its existing business line , the promising the business vertical of organizing events for live panel discussions on trending topics in politics, society, sports, world affairs, etc. This new business vertical requires some amount of funding which your Board has duly considered and approved.

Corporate Governance

Your Company has adopted a Code of Conduct (the Code) for its Directors and Senior Management personnel, who have affirmed compliance with the Code.

The adoption of the Code stems from the fiduciary responsibility that the Directors and the Senior Management have towards the stakeholders of the Company. Your Directors and Senior Management act as trustees in the interest of all stakeholders of the Company by balancing conflicting interest, if any, between stakeholders for optimal benefit.

Your Board of Directors is committed to good governance practices based on principles of integrity, fairness, transparency and accountability for creating long-term sustainable shareholder value.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

A certificate of chartered accountants regarding compliance of the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed to this Report.

Directors'' Responsibility Statement

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors states:

- That, in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

- That your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

- That your Directors have taken proper and sufficient care of the maintenance of adequate accounting records, in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That your Directors have prepared the Annual Accounts on a going concern basis.

Employee Stock Option Plan

The Members of the Company, at its Annual General Meeting held on 26th July, 2013, approved the implementation of Saregama Employees Stock Option Scheme - 2013 for eligible employees of the Company and its subsidiaries. The necessary disclosures prescribed under Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is set out in the Annexure to this Report.

Issue of Equity shares on preferential basis

In accordance with SEBI Guidelines / Regulations as amended upto date and necessary approvals of the members, 27,27,000 Equity shares of Rs.10/- each and at a premium of Rs.92.47 each were allotted to promoters and others on preferential basis on 11th September, 2009.

Rights Issue

Your Company offered 5,338,628 Equity shares of face value of- 10/- each for cash at a premium ofRs. 35/- per share on Rights basis to the existing Members of The Company in the ratio of 4 Equity shares for every 7 Equity shares held on the Record Date (14th March, 2005) aggregating Rs. 2402 Lacs. Out of the total issue, 5,332,025 and 1,113 and 200 Equity shares were allotted in the year 2005-06,2006-07 and 2009-10 respectively and the balance 5,290 Equity shares were kept in abeyance due to pending litigation and identification of beneficiaries of the clearing members by NSDL and CDSL.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 58Aof the Companies Act, 1956 and the Rules made thereunder.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219( 1 )(b)(iv) of the said Act read with the revised Clause 32 of the Listing Agreement as notified by Securities and Exchange Board of India, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company. None of the employees as set out in the said Annexure is related to any Director of The Company.

Directors

In terms of Article 102 of the Articles of Association Mr. Sanjiv Goenka retires by rotation and, being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

The particulars regarding the Directors proposed to be re-appointed at the ensuing Annual General Meeting, as required under Clause 49 of the Listing Agreement of the Stock Exchanges, has been given in the Notes annexed to the Notice convening the meeting.

The Board places on record its deep appreciation for the services rendered by Mr. Suryanarayana Murthy Mantha and Mr. Pradip Kumar Khaitan during their tenures as Managing Director and Director, respectively, of the Company.

Auditors

M/s Price Waterhouse, the Auditors of The Company, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re- appointment.

Subsidiary Companies

In compliance with the requirements of Section 212(8)(v) of the Companies Act, 1956 the audited accounts and other particulars of Saregama Pic, RPG Global Music Limited, Kolkata Metro Networks Limited and Open Media Network Private Limited shall be available for inspection at the . registered office of the company. Your Company has infused required funds in its subsidiary Open Media Network Pvt. Ltd., for the new business vertical of events for live panel discussions. The subsidiary has also converted its existing loan into equity resulting in your Company holding 58.63% in the subsidiary with full management control.

Consolidated Financial Statements

The Consolidated Financial Statements as stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges have been prepared by The Company in accordance with the requirements of Accounting Standard 21 "Consolidated Financial Statements" issued by The Institute of Chartered Accountants of India. The audited Consolidated Financial Statements together with Auditors'' Report thereon form part of the Annual Report.

By Order of the Board Kolkata, Sanjiv Goenka 12th June, 2014 Chairman


Mar 31, 2013

The Directors are pleased to present the Sixty-Sixth Annual Report of Saregama India Limited along with the audited accounts for the year ended 31 st March 2013.

Financial Results

The performance of your Company for the year ended 31 st March, 2013 is summarized below:

(Rs. in Lacs)

Year ended Year ended 31st March, 2013 31st March, 2012

Total income 18446 15577

Profit/(Loss) from operations 1402 745

Extraordinary item 327 Nil

Provision for Contingencies Nil Nil

Profit/(Loss) before tax 1075 745

Provision for Taxation

Deferred Tax Charged / (Credit) (483) 409

Current tax 470 475

Net profit/(Loss) (after tax and extraordinary items) 1088 (139)

Proposed Dividend (including tax thereon) 305 Nil

Transfer to general reserve 54 Nil

Reserves (excluding revaluation reserves) 11821 11038

Your Board is pleased to report a profit ofRs. 1087.98 Lacs in the year 2012-13.

Dividend

Your Directors are pleased to recommend a dividend ofRs.1.50 per equity share ofRs. 10/- each for the year ended 31 st March, 2013.

Operations Music Audio Business

The Company has developed its own state of art digital infrastructure and have brought on board the specialized digital business team. In place of monetisation of Company''s rich catalogue by licensing route using network of the aggregators, the Company has adopted the strategy to directly approach the customers by way of tie up with B2B partners like telcos and through specialized product offerings. The proliferation of mobile and Internet platforms has offered many profitable opportunities to draw revenues from traditional digital products like CRBT and new avenues like WAP. With the advent of 3G & 4G services, the demand for new media with full song mobile applications, downloads, celebrity chat and audio cinema is on the increase. Your Company is aggressively acquiring new video contents, creating short films and converting the music catalogue to video to retain its market share. It has tied-up with leading Internet operators and also increasing its presence on popular platforms like ''You Tube''.

Your Company continued the policy of economizing its physical audio business. The corporate segment of physical sales continue to post appreciable business. During the year under review, the Company acquired new Hindi and regional film soundtracks including in Hindi - ''Himmatwala'', ''Love- in-Bombay'', ''Lay Gaya Saddam'', ''Its Rocking - Dard - E- Disco'', etc. The demand for use of old film hits in new films continued this year also.

Your Company has been able to penetrate more into hitherto untapped markets of the Indian sub-continent and Middle East along with traditional markets of United Kingdom, United States and other parts of Europe and South East Asia through its international subsidiaries. The Concerts of top end artistes at UK and US across several cities were well taken by the music lovers.

Music Publishing Business

The music publishing business is enjoying an organic growth for long-tail catalogue owners like your Company. The growth has been primarily in the areas of film synchronization, TV & Radio advertisement synchronization and events. Having a deep catalogue with the most number of songs by the legends of Indian music, both film and non-film, across genres and languages, various TV reality shows, soaps and advertisements are inspired to use your Company''s underlying rights in its repository. The Bollywood industry continues to synchronize your Company''s catalogue to create new content while retaining the nostalgic value of the retro music. This had led to a substantial increase in music publishing revenue for your Company.

TVSoftware

National TV business has been successfully producing programs in national Hindi language in mainstream channels like ''Savdhan India'' in Star TV''s Life OK Channel and also in regional channels like BIG Magic Channel titled ''Police Files'' and ''Pyar Ya Dehshat''. The Company remains strong in TV software business of regional languages. The Company continues to be a leading producer of TV content in all four South Indian languages. It includes hit serials titled ''Athipookal'', ''My Dear Bootham'', ''Velan'', ''Soolam'', ''Raja Rajeshwari'' etc. As for the content in Bengali language, the serials titled TSfadir Dik Hara'', ''Antoral'' and ''Kolir Gopal Bhar'' were received well during the year on leading Bangla Channel.

Home Video

Your Company distributed Home Video products of renowned international studios like BBC Worldwide Limited, Discovery, Entertainment Rights, Focus Features, Millennium Interactive, Power Sports, Kimmel Entertainment and other independent studios. The Company supplemented organized retail business by foraying into the sale of Home Video titles under "Direct to Consumer" model.

Publication Business

Your Company publishes the weekly current affairs magazine "OPEN" under wholly owned subsidiary Open Media Networks Pvt. Ltd. Aimed at the intelligent Indian reader, it has been well received by advertisers and readers at large. Although it has enlarged its readership base in its fifth year of operations, the magazine is yet to achieve break even to become an established market leader.

Corporate Governance

Your Company has adopted a Code of Conduct (the Code) for its Directors and Senior Management personnel, who have affirmed compliance with the Code.

The adoption of the Code stems from the fiduciary responsibility which the Directors and the Senior Management have towards the stakeholders of the Company. Your Directors and Senior Management act as trustees in the interest of all stakeholders of the Company by balancing conflicting interest, if any, between stakeholders for optimal benefit.

Your Board of Directors is committed to good governance practices based on principles of integrity, fairness, transparency and accountability for creating long-term sustainable shareholder value.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

A certificate of the auditors regarding compliance of the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed to this Report.

Information Technology

Your Company is in the process of consolidating the benefits of implementation of ERP from SAP equipped module handling Intellectual Property Rights Management. This initiative would not only efficiently utilize the Company''s vast content but also build capabilities for the future and help to keep its operations contemporary.

Forward-looking Statements

This Report contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words "anticipate", "believe", "estimate", "expect", "intend", "will" and other similar expressions as they relate to the Company and/or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

Directors'' Responsibility Statement

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors states:

- That, in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

- That your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

- That your Directors have taken proper and sufficient care of the maintenance of adequate accounting records, in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That your Directors have prepared the Annual Accounts on a going concern basis.

Employee Stock Option Plan

The Members of the Company, at its Annual General Meeting to be held on 26th July, 2013, is to approve the introduction of the Employee Stock Option Scheme for eligible employees of the Company and its subsidiaries. The necessary disclosures prescribed under Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is set out in the Annexure to this Report.

Issue of Equity shares on preferential basis

In accordance with SEBI Guidelines / Regulations as amended upto date and necessary approvals of the members, 27,27,000 Equity shares ofRs. 10/- each and at a premium of Rs.92.47 each were allotted to promoters and others on preferential basis on 11th September, 2009.

Rights Issue

Your Company offered 5,338,628 Equity shares of face value of Rs.10/- each for cash at a premium of Rs.35/- per share on Rights basis to the existing Members of the Company in the ratio of 4 Equity shares for every 7 Equity shares held on the Record Date (14th March, 2005) aggregating Rs. 2402 Lacs. Out of the total issue, 5,332,025 and 1,113 and 200 Equity shares were allotted in the year 2005-06,2006-07 and 2009-10 respectively and the balance 5,290 Equity shares were kept in abeyance due to pending litigation and identification of beneficiaries of the clearing members by NSDLandCDSL.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 58 A of the Companies Act, 1956 and the Rules made thereunder. Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1 )(b)(iv) of the said Act read with the revised Clause 32 of the Listing Agreement as notified by Securities and Exchange Board of India, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company. None of the employees as set out in the said Annexure is related to any Director of the Company.

Directors

Your Directors with profound grief announces the sad demise of the founder Chairman of the Company Dr. R. P. Goenka and acknowledges his immense contribution to the growth of the Company.

In terms of Article 102 of the Articles of Association, Mr. S. Banerjee and Mr. P. K. Mohapatra retire by rotation and, being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

The particulars regarding the Directors proposed to be re-appointed at the ensuing Annual General Meeting, as required under Clause 49 of the Listing Agreement of the Stock Exchanges, has been given in the Notes annexed to the Notice convening the meeting.

The Board appointed Mr. Suryanarayana Murthy Mantha as Managing Director of the Company effective from 1st January, 2013. Further, in its meeting held on 27th May, 2013, the Board appointed both Mrs. Preeti Goenka and Mr. Bhaskar Raychaudhuri as Non-executive Directors of the Company.

Auditors

M/s Price Waterhouse, the Auditors of the Company, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re- appointment.

Subsidiary Companies

In compliance with the requirements of Section 212(8)(v) of the Companies Act, 1956 the audited accounts and other particulars of Saregama Pic., RPG Global Music Limited, Kolkata Metro Networks Limited and Open Media Network Private Limited shall be available for inspection at the registered office of the Company.

Consolidated Financial Statements

The Consolidated Financial Statements as stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges have been prepared by the Company in accordance with the requirements of Accounting Standard 21 "Consolidated Financial Statements" issued by The Institute of Chartered Accountants of India. The audited Consolidated F inancial Statements together with Auditors'' Report thereon form part of the Annual Report..

Conservation of Energy and Technology Absorption

A. Conservation of energy:

(a) Energy conservation measures taken;

During the year external experts conducted an energy audit and the recommendations have been implemented.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy;

No additional investments for reduction in energy consumption have been made or are proposed to be made presently.

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods;

The Company has achieved marginal savings during 2012-2013 due to the measures at (a) above.

B. Technology absorption:

(d) Efforts made in technology absorption as per Form B under:

FORM B (See Rule 2)

Form for disclosure of particulars with respect to absorption.

Research and Development (R & D)

1. Specific areas in which R & D carried out by the Company No Research & Development activities have been carried out by the Company during the year.

2. Benefits derived as a result of the above R & D _

3. Future plan of action _

4. Expenditure on R & D : Nil

(a) Capital _

(b) Recurring _

(c) Total _

(d) Total R & D expenditure as a percentage of total turnover - Technology absorption, adaptation and innovation:

1. Efforts, in brief, made towards technology absorption, adaptation and innovation.

The technology for manufacturing audio cassettes was imported nearly 10 years earlier and has been absorbed fully.

2 Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution

None.

3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished:

Not Applicable.

(a) Technology imported. _

(b) Year of import. _

(c) Has technology been fully absorbedRs. _

(d) If not fully absorbed, areas where this has not taken place, reason therefore and future plans of action. _

Foreign Exchange earnings and outgo

a) The International business of the Company is handled by its foreign subsidiaries viz. Saregama Pic. and RPG Global Music Limited Although in line with the laid down policy of the Company, the foreign operations are directly handled by such subsidiaries, the Company actively assists and guides these companies in its marketing efforts, content creation, appointment of foreign sub-publishers etc which leads to foreign exchange earnings for the Company.

b) Total foreign exchange used and earned:

(Rs. in Lacs)

Current Previous Year Year

Foreign Exchange used 46.70 118.12

Foreign Exchange earned 1700.57 590.64

Acknowledgement

Your Directors express their sincere thanks to all stakeholders including the employees, artistes, composers, musicians, film producers and shareholders for their continued support and cooperation.

By Order of the Board

Kolkata, Sanjiv Goenka

27th May, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the Sixty-Fifth Annual Report of Saregama India Limited along with the audited accounts for the year ended 31st March, 2012.

Financial Results

The performance of your Company for the year ended 31 st March, 2012 is summarized below:

(Rs. in Lacs)

Year ended Year ended 31st March, 2012 31st March, 2011

Total income 15577 13777

Profit/(Loss) from operations 745 229

Extraordinary item Nil Nil

Provision for Contingencies Nil Nil

Profit/(Loss) before tax 745 229 Provision for Taxation

Deferred Tax Charged / (Credit) 409 (476)

Current Tax 475 70

Net profit/(Loss) (after tax and extraordinary items) (139) 635

Proposed Dividend (including tax thereon) Nil Nil

Transfer to general reserve - -

Reserves (excluding revaluation reserves) 11038 11178

While the profitability of the Company improved dramatically in the current year, the negative profit after tax of Rs. 139.37 Lacs in the year 2011-12 was due to certain deferred tax adjustment.

Operations

Music Audio Business

Looking at the bright future of digital music sales and to achieve this management has revamped the set-up by recruiting a specialized digital business team. The thrust has been to directly approach the customers, instead of the earlier practice of operating through aggregators, which has yielded better revenues. More and more content in mobile, radio and Internet platforms was pushed leading into growth in contributions generated from Caller Ring Back Tones, Ring-Tones and Radio. With the advent of 3G & 4G services the demand for new media with full song mobile applications, downloads, celebrity chat and audio cinema is on the increase. Your Company is acquiring new video contents, creating short films and converting the music catalogue to video to retain its market share. It has tied-up with leading internet operators like saavan.com etc. and also available on the ever so popular You Tube'.

While economizing with physical audio business, corporate segment sales have achieved appreciable business. In the current falling market, the product mix has been revised in favor of more and more high value multi CD options backed by innovative concepts. The company continued to release the Products under the traditionally high margin genres like Devotional and Classical music.

During the year under review, the Company acquired new Hindi and regional film soundtracks including Rowdy Rathore' and 'Chaar Din Ki Chandni' (both in Hindi), 'Ajintha', 'Golaberij' and 'Balgandharva' (all in Marathi), 'The Film Star' (Malyalam), 'Ee Rojulu' (Telugu), 'Perumaan - The Rajnikanth' (Tamil) and 'Bhooter Bhobishyot' (in Bengali). During the year, the company released several products under its new umbrella brands of "Temple Wellness", "Saregama's Icons Next", "The Bollywood Musical - Biggest Hits of Indian Cinema Re-interpreted", etc. The demand for use of old film hits in new films continued this year also.

The Company has been able to expand its business to international markets in Nepal, Sri Lanka. Maldives, UAE, etc. The Indian and sub-continental population of United Kingdom, United States, other paints of Europe and South East Asia has been tapped through the companies international subsidiaries. The Concerts of top end artistes at UK and US across several cities were well taken by the music lovers.

Films Business

Your Company released Hindi film 'Soundtrack' in October 2011, the official remake of the award winning worldwide cult film 'It's All Gone Pete Tong, which was directed by debutant Neerav Ghosh with star cast including Rajeev Khandelwal, Soha Ali Khan and Mrinalini Sharma. Although the film was highly rated by the critics, the box-office collections were below expectation.

TV Software

National TV business successfully produced its first program "Prayaschit Gunahon Ke Zakhm" for Sony TV (MSM Network). The company has pitched several shows based on crime, family drama etc. across Satellite Channels like Star Plus, Life OK, Colors, Zee, etc. A Bengali serial titled 'Apur Katha' was telecasted during the year on ETV Bangla. The Company continues to be a leading producer of TV content in all four South Indian languages, [t includes hit serials titled 'Athipookal', 'MyDearBootham', 'Velan', 'Soolarn', 'RajaRajeshwari'etc.

Home Video

Your Company distributes and markets Home Video products of renowned international studios like BBC Worldwide Limited, Discovery, Entertainment Rights, Focus Features, Millennium Interactive, Power Sports, Kimmel Entertainment and other independent studios. The titles are predominantly catering to English home video.

During the year under review, the Company supplemented organized retail business by foraying into the sale of Home Video titles under "Direct to Consumer" model.

Publication Business

Your Company publishes the weekly current affairs magazine "OPEN" under wholly owned subsidiary Open Media Networks Pvt. Ltd. Aimed at the intelligent Indian reader it has been well received by advertisers and readers at large. Although it has enlarged its readership base in its third year of operation the magazine continues to pass through its gestation period before being able to achieve break even and becoming an established market leader.

Corporate Governance

Your Company has adopted a Code of Conduct (the Code) for its Directors and Senior Management personnel, who have affirmed compliance with the Code.

The adoption of the Code stems from the fiduciary responsibility which the Directors and the Senior Management have towards the stakeholders of the Company. Your Directors and Senior Management act as trustees in the interest of all stakeholders of the Company by balancing conflicting interest, if any, between stakeholders for optimal benefit.

Your Board of Directors is committed to good governance practices based on principles of integrity, fairness, transparency and accountability for creating long-term sustainable shareholder value.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

A certificate of the auditors regarding compliance of the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed to this Report.

Management Discussion and Analysis (MD & A)

This Report includes MD & A as appropriate so that duplication and overlap between Directors' Report and a separate MD & A is avoided and the entire information is provided in a composite and comprehensive manner.

Industry Structure and Developments

The widespread use of mobile, radio and internet services has contributed to sharp rise in digital exploitation of music content. With the introduction of 4G data services in India, popularity and prominence of digital distribution of music with mobile and broadband is expected to grow manifolds changing the business models prevalent in music industry. Also Radio and television continues to be major platforms for consumption of music. However, in the past five years, revenue from sales in physical formats has continuously dropped from 81 percent share to 38 percent. Added to this, unabated piracy is eating away a substantial portion of the increased revenue generation. The newly enacted amendments to the Copyright Act makes it mandatory to share revenue with music composers and lyricists and licensing to radio and television at tariff rates fixed by copyright society. The changes will alter the dynamics of the Music Industry.

Opportunities and Threats

Opportunities

TV Software

India's television industry is on the fast growth track once again, after slowing down in 2009. The segment has seen a 15.56 per cent rise to Rs. 297 billion in 2010, accounting for 45.5 per cent of the overall media and entertainment pie, with strong growth engines from DTH and cable digitization to guide its pace in the future. The sector is poised for a 16 per cent CAGR through 2015 to touch Rs. 630 billion, according to a FICCI-KPMG forecast. India is the world's third largest TV market with almost 138 million TV households, next to China and USA. Cable and Satellite (C&S) penetration has reached close to 80 per cent, fuelled by rapid growth in the DTH sector. New technologies like High Definition (HD), STBs (Set Top Boxes) with inbuilt recorders and delivery platforms like mobiles are rapidly evolving, creating further opportunities for innovation and growth. The above development for television industry bodes well for TV software producers like Saregama.

Home Video

Your company's non-traditional revenue focus on Direct-To-Consumer market continues to show promising growth with zero stock return risks & assured volumes. This has led to rationalization of acquisition cost providing opportunities to the Home Video players to make Home video business profitable.

Publication Business

The content focus of "Open" magazine continues to be the intellectual higher income households. This generates interest in advertising in the magazine by FMCG companies for large promotional spends to create appeal for higher income category of customers and promote their Luxury brands.

Threats

Music Audio Business

In physical as well as digital music sales piracy continues to be most serious deterrent. The newly introduced 4G mobile and broadband services may well see significant rise in piracy. The newly enacted amendments to the Copyright Act has introduced statutory licensing to radio and television which is likely to adversely affect the dynamics of the Music Industry and create confusion leading to endless litigation.

TV Software

This year has seen the shut down of two TV Channels. Turner promoted Imagine TV overnight shut shop as they were not faring well in the space. This was a huge jolt for the all the Producers who had running shows on the channel which had to be shut down immediately with a day's notice.

Home Video

With the popularity of DTH, the Home Video as a format has progressively seen the drop in the volumes making the acquisitions of the rights against onetime payment or MGs a risky proposition.

Publication Business

The magazine market is overcrowded with presence of over 60 genres catered by thousands of the magazines. This on one hand reduces share of Magazines as part of overall print industry and on the other allows Advertisers to demand rock bottom ad rates; compromising the financial feasibility of the Magazine.

Product wise Performance

Your Company's evergreen musical treasures in Old Hindi Films (OHF), Classical and Regional music content continues to be favorites of music lovers.

Non-film music major albums released during the year were namely 'The Best of Gulzar' - a 5 CD compilation of memorable Gulzar songs, 'Tere Bayaan Ghalib' - letters and ghazals of Mirza Ghalib recited by Gulzar and music by Late Jagjit Singh, Kailash Kher's album 'Rangeele' and 'Aksar' with Gulzar's finest poems sung by magical ghazal duo of Bhupinder and Mitali Singh. Also, 'Samagra' a marathi compilation by Lata ji on her 82nd birthday, 'Back To My Future' by Suraj Jagan, 'Philo-Sufi' by Azaan Khan, 'OM' by Kavita Seth and 'The Eternal Winds' by Paras Nath are some of the other albums which were highly appreciated and acclaimed by the general public. In the Temple Wellness Division, first wellness film '5 Ancient Tibetan Rites' with Raageshwari Loomna and Lorraine More was followed by 'Prenatal Yoga with Lara Dutta'. Kailash Kher concerts in UK, including one at prestigious BBC Maida Vale Studios in London, USA and Netherland were a success. The main stream Hindi Film titled 'Soundtrack' released in October 2011 although was not a commercial success even though some of the rights of the film are still with the company expecting to offer revenues in time to come. Due to high quality of the content in Tamil, TV software created for Sun Bouquet of channels commanded better pricing

backed by good TRPs. The software created for ETV Bangla on commission basis created successful program for the channel; however could draw only reasonable pricing as the software creation was for fixed fee per episode on commissioning basis. The magazine "Open" has gradually increased its circulation and advertisement revenue yield and pricing better than the competition.

Outlook

Music Audio Business

The paradigm shift of Music industry from physical to digital forms of music with consumer preference for payment on digital music sampling will be the trend setter. Rolling out of 4G services by various telecom providers is expected to revolutionize the market dynamics and create a new set of revenue streams and content delivery platforms. The popularity of music concerts amongst younger generation with blend of classical and new age music can provide the much needed impetuous for the music industry. Social networking sites such as MY Space, Face book and Twitter are increasingly being used by the music companies to promote their music. Mobile manufacturers such as Nokia, Samsung, etc. are offering customers music bundled with purchase of selected mobile sets. There is a stiff competition between mobile set manufacturers to woo the customer where the music acts as a preferred gratification option. It has become very popular amongst mobile customers to subscribe for Caller Ring Back Tone (CRBT) and operators are offering various options of daily, monthly and quarterly change in CRBT preferences.

Consumer awareness backed with legal provisions to deal with music piracy provides rays of hope for this industry. The growth of music industry depends to a large extent on curbing piracy. Stringent legislations by the government can be the only option. Rules and guidelines for ensuring compliance by the ISPs is one option. The recent enactment of amendments in the Copyright Law has shaken the structure of music industry and more with different interpretations of the changes made. Departmental clarifications and judicial pronouncements can only clear the air of confusion, which will take some time.

TV Software

With the advent of 4G, TV Software will be more in demand. Going forward there will be multiple access points for viewers like Malls, Stations, Buses, Mobile, IPTV, DTH, etc and hence Content will always be in demand.

Publication Business

'Open' magazine has already created its own readership base in the industry. This is expected to augment revenue generation from advertisement and consolidate the readership base. Gradually the magazine is expected to improve its business and achieve break even.

Risk and Concerns

With piracy and tendency of music lovers to enjoy music free of cost the growth of digital music loses the pace of expected growth. The alternative business models based on advertisement revenues are still to mature. The newly enacted amendments to the Copyright Act has introduced statutory licensing to radio and television which will adversely affect the dynamics of the Music Industry and create confusion leading to endless litigation. In the television software business there is continuous trade off between the cost of content and its revenue potential. The fear of drop in TRPs is frequently forcing television channels to withdraw the content. This means non-recovery of fixed cost already incurred by television software producers in shooting the un-telecasted episodes. As for the publication business, the gestation period is long with gradual improvement in volumes and ad-revenue rates built up. Stiff competition from different medium of entertainment like television, music, films, games are available; some even free of cost are deterrents.

Internal Control System and Adequacy

The Internal Audit department of The Company conducts both financial and system audit for all key operations. Such reports are placed before the Audit Committee of Directors and recommendations, if any, are implemented. Your Company has also well documented standard operating procedures for all operational and functional areas. Further, the Board periodically reviews the policies and procedures for risk identification and mitigation.

Financial Performance with respect to Operational Performance

Strict budgetary control is maintained on all operational performance indicators, and review on working capital and cash flow is carried on for improving the operational efficiency.

Human Resources

Your Company's human resource management systems and processes aim to create a responsive, market-focused, customer-centric culture and enhance organizational vitality, so that each business is internationally competitive and equipped to seize emerging market opportunities.

As on the date of this Report, your Company has 404 employees.

Information Technology

Your Company is in the process of consolidating the benefits of implementation of ERP from SAP equipped module handling Intellectual Property Rights Management. This initiative would not only efficiently utilize The Company's vast content but also build capabilities for the future and help to keep its operations contemporary.

Forward-looking Statements

This Report contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words "anticipate", "believe", "estimate", "expect", "intend", "will" and other similar expressions as they relate to The Company and/or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

Directors' Responsibility Statement

In terms of the provisions of Section 217(2 AA) of the Companies Act, 1956, your Directors states:

- That, in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

- That your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

- That your Directors have taken proper and sufficient care of the maintenance of adequate accounting records, in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That your Directors have prepared the Annual Accounts on a going concern basis.

Employee Stock Option Plan

The Members of the Company, at its Annual General Meeting held on 24th September, 2001, approved the introduction of the Employee Stock Option Scheme for eligible employees of the Company and its subsidiaries. Due to separation of the employees number of options has lapsed till 31 st March, 2011. The necessary disclosures prescribed under Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is set out in the Annexure to this Report.

Issue of equity shares on preferential basis

In accordance with SEBI Guidelines / Regulations as amended upto date and necessary approvals of the members, 27,27,000 Equity shares ofRs. 10/- each and at a premium ofRs.92.47 each were allotted to promoters and others on preferential basis on 11th September, 2009.

Rights Issue

Your Company offered 5,338,628 Equity shares of face value of Rs. 10/- each for cash at a premium of Rs.35/- per share on Rights basis to the existing Members of The Company in the ratio of 4 Equity shares for every 7 Equity shares held on the Record Date (14th March, 2005) aggregating Rs. 2402 Lacs. Out of the total issue, 5,332,025 and 1,113 and 200 Equity shares were allotted in the year 2005-06,2006-07 and 2009-10 respectively and the balance 5,290 Equity shares were kept in abeyance due to pending litigation and identification of beneficiaries of the clearing members by NSDL and CDSL.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 5 8 A of the Companies Act, 1956 and the Rules made there under. Particulars of Employees '

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219(1 )(b)(iv) of the said Act read with the revised Clause 32 of the Listing Agreement as notified by Securities and Exchange Board of India, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company. None of the employees as set out in the said Annexure is related to any Director of the Company.

Directors

In terms of Article 102 of the Articles of Association, Dr. R. P. Goenka and Mr. H. Neotia retire by rotation and, being eligible, offer themselves for re- appointment at the ensuing Annual General Meeting.

The particulars regarding the Directors proposed to be re-appointed at the ensuing Annual General Meeting, as required under Clause 49 of the Listing Agreement of the Stock Exchanges, has been given in the Notes annexed to the Notice convening the meeting.

The Board appointed Mr. Pradip Kumar Khaitan as Non-executive Director of the Company effective from 27th December 2011. Further, in its meeting held on 9th April, 2011 the Board appointed Mr. G B Aayeer as 'Manager and Director' with immediate effect after accepting the resignation of Mr. Apurv Nagpal as Managing Director of the Company. Your Directors place on record their appreciation for the services rendered by Mr. Nagpal during his tenure as Managing Director of the Company.

Auditors

M/s Price Waterhouse, the Auditors of The Company, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re- appointment.

Subsidiary Companies

In compliance with the requirements of Section 212(8)(v) of the Companies Act, 1956 the audited accounts and other particulars of Saregama Pic., RPG Global Music Limited, Kolkata Metro Networks Limited and Open Media Network Private Limited shall be available for inspection at the registered office of the company.

Consolidated Financial Statements .

The Consolidated Financial Statements as stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges have been prepared by The Company in accordance with the requirements of Accounting Standard 21 "Consolidated Financial Statements" issued by The Institute of Chartered Accountants of India. The audited Consolidated Financial Statements together with Auditors' Report thereon form part of the Annual Report.

Conservation of Energy and Technology Absorption

A. Conservation of energy:

(a) Energy conservation measures taken;

During the year external experts conducted an energy audit and the recommendations have been implemented.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy;

No additional investments for reduction in energy consumption have been made or are proposed to be made presently.

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods;

The Company has achieved marginal savings during 2010-2011 due to the measures at (a) above.

B. Technology absorption:

(d) Efforts made in technology absorption as per Form Bunder:

FORM B (See Rule 2)

Form for disclosure of particulars with respect to absorption.

Research and Development (R & D)

1.Specific areas in which R & D carried out by the Company No Research & Development activities have been carried out by the Company during the year. 2.Benefits derived as a result of the above R & D -

3. Future plan of action -

4. Expenditure on R & D : Nil

(a) Capital -

(b) Recurring -

(c) Total -

(d) Total R & D expenditure as a percentage of total turnover -

Technology absorption, adaptation and innovation:

1. Efforts, in brief, made towards technology absorption, adaptation and innovation.

The technology for manufacturing audio cassettes was imported nearly 10 years earlier and has been absorbed fully.

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.

None.

3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished:

Not Applicable.

(a) Technology imported. -

(b) Year of import. -

(c) Has technology been fully absorbedRs. -

(d) If not fully absorbed, areas where this has not taken

place, reason therefore and future plans of action. -

Foreign Exchange earnings and outgo

a) The International business of The Company is handled by its foreign subsidiaries viz. Saregama Pic. and RPG Global Music Limited. Although, in line with the laid down policy of The Company, the foreign operations are directly handled by such subsidiaries, The Company actively assists and guides these companies in its marketing efforts, content creation, appointment of foreign sub-publishers etc. which leads to foreign exchange earnings for The Company.

b) Total foreign exchange used and earned:

(Rs. in Lacs)

Current Previous

Year Year

Foreign Exchange used 118.12 143.86

Foreign Exchange earned 590.64 740.38

Acknowledgement

Your Directors express their sincere thanks to all stakeholders including the employees, artistes, composers, musicians, film producers and shareholders for their continued support and cooperation.

By Order of the Board

Kolkata, r. p. Goenka

6th July, 2012 Chairman


Mar 31, 2011

The Directors are pleased to present the Sixty-Fourth Annual Report of Saregama India Limited along with the audited accounts for the year ended 31st March, 2011.

Financial Results

The performance of your Company for the year ended 31st March, 2011 is summarized below:

(Rs. in lakhs) Year ended Year ended 31st March 31st March 2011 2010

Total income 13778 10743

Profit/(Loss) from operations 229 407

Extraordinary item Nil Nil

Provision for Contingencies Nil Nil

Profit/(Loss) before tax 229 407

Provision for Taxation (406) 345

Net Profit/(Loss) (after tax and extraordinary items) 635 62

Proposed Dividend (including tax thereon) Nil Nil

Transfer to general reserve – –

Reserves (excluding revaluation reserves) 11178 10537

Your Board is pleased to report a profit of Rs. 634.62 Lakhs in the year 2010-11.

Operations

Music Audio Business

The physical audio business was driven this year with objective of consolidation of base revenues and improvement of contribution. The Company introduced centralized manufacturing and warehousing which dramatically improved logistics. The product mix was changed to include more high value multi CD options based on innovative concepts providing the customer delight. This arrested contribution erosion caused due to excessive reliance on MP3s as a product strategy used in the past. However, advances in technology such as – file sharing, online streaming, and USB, SD cards have given a big boost to piracy, hampering the music sales in physical formats.

The Company also re-invested its focus on high margin genres like Devotional and Classical music, with a view to start a major distribution initiative in traditional competitor strong holds such as all major religious towns. Another initiative this year that proved to be a game changer was the re-launch of the LPs which has met with tremendous success in the market. This again is a high margin initiative will help the Company to improve contribution in the physical business; given that in a short space of time, LPs would be almost 10 percent of the physical audio business turnover. The distribution network has been revamped by consciously hiring relevant marketing talent having long experience in the industry.

On the product front, the Company launched several umbrella brands under the “Best of ___ Ever Series" which will eventually have about 20 to 30 products under the umbrella. This would allow the Company to optimize promotional budgets to back and establish the individual brand. To protect the intellectual property rights, these brands have been registered with trade mark authorities. During the year, the Company acquired some of new Hindi and regional film soundtracks including Gumsuda, Satrangee Parachute, No One Killed Jessica, Ragini MMS, Gandhi to Hitler and Chillar Party (all in Hindi) and Mahanagar @ Kolkata, Shukno Lanka, Target & Ranjana Ami Aar Asbona (all in Bengali) and Mohan Na Monkies (Gujrati), Aidhu Ondhla Aidu (Kannada), Subhapradham (Telugu), Ratha Charithram & Naanga (Tamil).

The publishing and new media business continued to register good growth with contributions generated from Caller Ring Back Tones, Ring-Tones and Radio. With its rich and expansive catalogue the Company is best positioned to take full advantage of the growth in mobile business. During the year all the major operators launched the 3G services and the same is expected to grow rapidly in the coming years. To keep pace with 3G services and reap the fruits of growth, the Company plans to acquire new video contents, create short films and convert the music catalogue to video so as to maintain equal foot hold in the market. This year saw new streams opening up in new media with Full Song Mobile Applications, Downloads, Celebrity Chat and Audio Cinema. This has bought a fresh change in the business dynamics and has enabled operators to park high revenues with the Music labels.

Nokia OVI Store though generating small business is getting replicated by more such online stores like Google Music, Samsung Fun Zone, etc. and would contribute to revenues of the Company in the coming years. The Companys initiative in directly dealing with the mobile operators for online streaming and downloading of songs will bring more discipline in monetization of content. This will also strengthen the portal business of the Company. The introduction of content for online distribution through black box will ensure timely reports and plug revenue losses of the Company.

The trend of using old songs in new films continued this year also and the Companys new policy to release version recording of songs and / or the entire movie songs has resulted in increase in publishing and digital revenues. In order to restrict misuse of the rich catalogue of the Company and increase in sale of original songs, the licensing permissions for version recordings are being restrictively given. The Company is expected to expand its business to more international markets like Pakistan, Bangladesh, Fiji, etc.

The Company has also forayed into high technology in room entertainment for hotels for interactive video on demand. It has tied up with world class technology partners from Austria, Sweden and Taiwan along with Hollywood studios to provide films for this segment. The first property with this technology is coming up in Pune.

On international front, territories of US, Europe and some of the South East countries continue to remain revenue earners for the Company due to presence of large Indian diaspora. Due to accelerated drop in physical volumes, the Company has shifted its focus on alternative but strong sources of revenue such as publishing, digital and events. During the year prestigious event featuring Asha Bhosle and Shujaat Ali Khan was organized in multiple cities of UK. The overall margins of international business continue to remain under pressure as alternative sources of revenues could not reach level to offset loss of margin due to drop in physical business.

Films Business

In October, 2010, the Company released a Hindi film Jhoota Hi Sahi, directed by Abbas Tyrewala and starring John Abraham, Pakhi, Raghu with guest appearances by Nandana Sen and R Madhavan. The pan-India response for the film was below average despite the film having notable director, actors and the Oscar winning music director A R Rahman.

The Company is currently producing a hi-concept, commercial mainstream Hindi film titled Soundtrack. This is the official remake of the award winning worldwide cult film Its All Gone Pete Tong’. The film directed by Neerav Ghosh stars Rajeev Khandelwal, Soha Ali Khan, Mrinalini Sharma and Mohan Kapoor among others, with the music score being composed by Midival Punditz and Karsh Kale. Soundtrack will release in cinemas across in the second quarter of next financial year. This film has been fully produced in-house resulting in savings in production budgets and completion within the anticipated timeline.

TV Software

The Company continues to maintain its position of strength in producing TV content in all four South Indian languages. The Company has produced and telecasted the hit serials titled Athipookal, My Dear Bootham, Velan, Soolam, Raja Rajeshwari etc. During the year under review, a Bengali serial titled Raj Rajeshwari was telecasted on Zee Bangla.

The Company has now launched itself in the National TV scene. This Division will pitch shows to the various General Entertainment Channels like Star, Sony, Colors, Zee etc. and produce high quality family entertainment programs for them.

Home Video

The Company distributes and markets Home Video titles predominantly catering English Home Video products of renowned international studios like BBC Worldwide Limited, Discovery, Entertainment Rights, Focus Features, Millennium Interactive, Power Sports, Kimmel Entertainment and other independent studios.

During the year under review the Company forayed into the niche and lucrative business vertical for production, distribution and marketing of audio and audio-visual content for children educational entertainment products including Rumble-n-Tumble Play time by Preeti Sagar, Sweet Values, etc.

Publication Business

The weekly current affairs and general features magazine “OPEN" published by the Companys 100% owned subsidiary Open Media Networks Pvt. Ltd. has grown in readership as well as repute. This smart and vibrant magazine is aimed at the intelligent Indian reader and has been well received by advertisers and readers at large. However, like any new player in the media space in its second year of operation, OPEN magazine still needs to go through the gestation period required for establishing its market position and achieve break even.

Corporate Governance

The Company has adopted a Code of Conduct (the Code) for its Directors and Senior Management personnel, who have affirmed compliance with the Code.

The adoption of the Code stems from the fiduciary responsibility which the Directors and the Senior Management have towards the stakeholders of the Company. Your Directors and Senior Management act as trustees in the interest of all stakeholders of the Company by balancing conflicting interest, if any, between stakeholders for optimal benefit.

Your Board of Directors is committed to good governance practices based on principles of integrity, fairness, transparency and accountability for creating long-term sustainable shareholder value.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

A certificate of the auditors regarding compliance of the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed to this Report.

Management Discussion and Analysis (MD & A)

This Report includes MD & A as appropriate so that duplication and overlap between Directors Report and a separate MD & A is avoided and the entire information is provided in a composite and comprehensive manner.

Industry Structure and Developments

The revenue from sales of physical formats which earlier dominated in the industry with 81% share in 2006 has drastically dropped to 38% in 2010. The other factors of price erosion and piracy contributed to further de-growth of physical sales. However the silver lining to the industry has been gaining popularity and prominence of digital distribution of music with mobile and broadband penetration growing in India. Vast number of consumers from young population using mobile, radio and internet will remain revenue contributors for the industry after stabilization of the 3G data services, the business models prevalent in music industry are expected to substantially change. Radio and television has been a major platform for consumption of music. With expected growth of Radio industry at a CAGR of 15% and forthcoming auction of phase III of radio licenses, the radio would be a major platform for consumption of music. However the Copyright Board recommendation of revenue sharing between radio and Music Industry is not going to be margin friendly for the music industry.

Opportunities and Threats

Opportunities

Films Business

The Film Entertainment business has managed to stem recession trends and the last year has seen bigger blockbuster hits than ever. Movie revenues continue to grow and newer technologies have allowed audiences to experience movies in a more pleasurable, more experiential environment. 3D has been a big growth driver for Hollywood films and now the Indian movie Industry is also waking to this new way to get film audiences. All of this has resulted in the growth of multiplexes and digital cinema which has given most screens the ability to play movies day and date across the country. An increased ticket price has allowed revenues to grow from the theatrical business. Additional revenue streams like internet, mobile and 3G will be the growth drivers enabling the industry to get incremental revenue from the same content.

TV Software

The Television scenario particularly in the Cable and Satellite (C&S) is booming. As per the reports, Television households are expected to grow Rs. 160 million by next 4 - 5 yrs. As digitization and addressability go main stream, the revenues from advertising and subscription revenues are expected to grow to Rs. 214 billion and Rs. 416 billion respectively. This growth in television industry augurs well for TV software production houses as the channels will require quality programming to attract and retain the advertisers.

Home Video

The market is opening up to newer formats such as BluRay, thanks to Hardware manufacturers going aggressive on these high-definition formats. Although the global Home Video business has been on a decline, BluRay as a format has seen growth, in India and overseas. The Companys foray into this segment was through the release of BBCs prestigious “David Attenborough: LIFE" series. The Company also saw opportunity in non-traditional revenue areas with major emphasis on Direct-To-Consumer marketing, which last year notched appreciable sales. Last year around 30 to 40% of movies were not released in Home Video because of prohibitive costs of acquisition. This has led to rationalization of acquisition cost providing opportunities to the Home Video players to make Home video business profitable.

Publication Business

Niche magazines cater to the focused viewers. Luxury brands and FMCG companies earmark large promotional spends to create appeal for higher SEC category of customers. For the magazines like “Open" which releases content and views different from the mass number of magazines, it provides the opportunity for the upmarket brands to advertise to reach out to the higher income households.

Threats

Music Audio Business

The piracy continues to be a serious issue not only for physical sales but also for digital sales. With the advent of new powerful technologies and eventual roll out of 3G, piracy will see significant rise. In August 2010, Copyright Board directed that radio companies will have to pay 2% of their net ad revenue to the music providers. This is going to put a serious dent in the revenue of music companies. The Copyright Amendment Bill of 2010 is planning to create rights for the music composers and lyricist in the music created. This will create new paradigm in the music business compelling complete review of revenue and business model.

Films Business

There is a paucity of saleable stars in the Industry, and this coupled with the lack of compelling new scripts have resulted in movies not performing at the box-office. Media costs required to promote the film have galloped, and with increased fragmentation of media outlets, the money required to promote films have gone up many fold.

Film Piracy continues to the big bane of the industry and with increased penetration of the internet, and faster download speed, movie piracy continues to be the single largest revenue loss for the industry.

The entry of international studios with bigger budgets has also contributed to inflated costs. Further, due to a limited number of leading male stars, the number of big budget commercial films continues to be limited. The revenues from theatrical exploitation, especially in respect of low and mid-sized budget films, are severely affected due to increasing physical and internet piracy.

TV Software

The increasing pressure from television artiste unions who are demanding substantial wage hike is adversely affecting the quality of work. Also an increase in telecast fees charged by TV channels is destabilizing the cost equilibrium status. Frequent changes in time slots from semi-prime to non-prime, without adequate advance notice by the TV channels, leads to loss of revenue. With an increasing number of film stars getting wooed towards television acting and the ever-inflating cost of software, the commercial viability of this segment could get into jeopardy.

The long gestation period and the short patience of the channel vis-à-vis the performance of a program and thus its life is of grave concern. Every individual who has and can come up with a concept is a potential Producer and creates unfair competition.

Home Video

With movies been shown on television immediately within four weeks of release in the theatres, there is an increase level of piracy in the Home Video. The popularity of legitimate Home Video has substantially gone down. Due to reduced volumes, Home Video distributors are not in a position to offer acquisition prices to the expectation of the film producers.

Publication Business

The magazine market is overcrowded with presence of over 60 genres catered by thousands of the magazines. This on one hand reduces share of Magazines as part of overall print industry and on the other allows Advertisers to demand rock bottom ad rates; compromising the financial feasibility of the Magazine.

Productwise Performance

The Companys rich catalogue in various genres like old Hindi film, Classical and Regional music continued to do well.

Major non-film music albums, namely Naina Lagai Ke by Asha Bhosle & Shujaat Khan, Sanwariya by Hidayat Hussain, Sarhadein – a compilation of songs by various renowned artistes like Lata Mangeshkar, Javed Akhtar etc. and Rewind Nine Lost Memories by a Band were highly appreciated and acclaimed by the general public. The main stream Hindi Film titled ‘Jhoota Hi Sahi’ released in October 2010 was not a commercial success even though some of the rights of the film are still with the Company which expects to offer revenues in time to come. Due to high quality of the content in Tamil, TV software created for Sun Bouquet of channels commanded better pricing riding on the good TRPs. The software created for Zee Bangla on commission basis created successful program for the channel; however could draw only reasonable pricing as the software creation was for fixed fee per episode on commissioning basis. The magazine “Open" has gradually increased its circulation and ad revenue yield and commanded pricing better than the competition.

Outlook

Music Audio Business

Indian Music industry will progressively see shift from physical to digital forms of music consumption. The trend where the consumers would now like to sample the music and thereafter pay for it will determine the digital product offerings. These are also emerging as strong

alternative to the pirated music. A sachetization of the digital music is expected to open up large “bottom of target audience". As and when Copyright Amendment bill is passed the whole structure of music industry will undergo substantial change. Rolling out of 3G services by various telecom providers is expected to revolutionize the market dynamics and create a new set of revenue streams and content delivery platforms. Proliferation of organized merchant establishments and popularity of concerts amongst youth is expected to provide impetus to the music industrys revenue streams of public performance. In line with global trends, social networks such as MYSpace, Facebook and Twitter are increasingly being used by the music companies to promote their music. Number of operators are now bundling music to its mobile users as part of their monthly voice and messaging subscription. The services such as Nokias Comes With Music are offering music bundled with purchase of selected mobile devices. Large opportunities lie in sachetization of music content and thereby achieving penetration at the consumer base at bottom of the pyramid. Newer offerings like “All you can Listen in a Day" or a single day CRBT use for a small fee are becoming popular.

The future growth of the industry depends on how menace of piracy is contained. The government will be persuaded to start a three strike rule prevalent in certain parts of the world where the government enforces compliances using ISP.

Films Business

The industry has seen correction in movie budgets over the last year and now the most film stars are open to working with lower fees with profit share. Digital film making techniques have also enhanced the quality of production as well as lowering of the budget of films. The foray of corporate companies and Hollywood studios into the Indian film business is creating structured and transparent business processes in the industry.

The last year has seen an increased number of box-office hits from newer talent, and the original ideas. Resultantly, the industrys dependence on the routine “masala movie" has seen a slow but steady fall.

The Company is planning to produce other high concept, controlled budget films; both in Hindi as well as regional languages. In addition, the Company has now acquired rights to the highly acclaimed bestseller Battle for Bittora written by celebrated author Anuja Chauhan,

TV Software

With advent of technology television industry are getting newer exploitation formats though 3G, broadband and mobile TV. The need for having customized content for each platform would lead to television channels forging strong partnership with the quality content producers so as to command premium pricing.

Home Video

The Company will increasingly focus on various non-traditional categories which are slated to grow substantially such as Edutainment, Kids content etc., along with mainstream and popular products of BBC, Discovery and other international studios. This will on one hand will enhance the Home Video library and will help to continuously make multiple product offerings.

Publication Business

Open as a magazine has already carved niche for itself in the industry. Efforts will be mounted to capitalize this equity by gaining better pricing and ad yield. Over the period, the magazine is expected to improve its business helping it to achieve the break even.

Risk and Concerns

While digital music provides lucrative business opportunities for music industry, the major risk are high tech piracy and tendency of young consumers to have music free of cost. Alternative business models to ward off ill effect of the piracy are to devise the business models purely on the advertising revenues. Such business models are yet to mature in India and in the meanwhile industry would face risk of decreased revenue. There is lack of clarity in terms of the copyright being enjoyed by the authors even though the contractual ownership is placed with the music labels. In the absence of such clarity, music industry on one hand is likely to witness a lot of litigation and on the other hand could hurt business opportunity of widespread exploitation of the music content.

As for the film business, the risk lies mainly in paucity of male stars as Indian cinema is still being driven by the power of stardom rather than story concept and the presentation of the same. For the television software business the concern is continuous trade off between the cost of content and its revenue potential. This is forcing television channels to withdraw the content on first fear of drop of TRPs even though the software producers would have invested large amount of uniform of certain fixed costs. As for the publication business, the hyper competition is becoming increasingly challenging to have a share of wallet of the consumers to whom the different medium of entertainment like television, music, films, games are available; some even free of cost. Typically print and publication business is a long gestation business as the volumes and ad-revenue rates built up on a very long period.

Internal Control System and Adequacy

The Internal Audit department of the Company conducts both financial and system audit for all key operations. Such reports are placed before the Audit Committee of Directors and recommendations, if any are implemented. The Company has also well documented standard operating procedures for all operational and functional areas. Further, the Board periodically reviews the policies and procedures for risk identification and mitigation.

Financial Performance with respect to Operational Performance

Strict budgetary control is maintained on all operational performance indicators, and review on working capital and cash flow is carried on for improving the operational efficiency.

Human Resources

The Companys human resource management systems and processes aim to create a responsive, market-focused, customer-centric culture and enhance organizational vitality, so that each business is internationally competitive and equipped to seize emerging market opportunities.

As on the date of this Report, the Company has 389 employees.

Information Technology

The Company is in the process of consolidating the benefits of implementation of ERP from SAP equipped module handling Intellectual Property Rights Management. This initiative would not only efficiently utilize the Companys vast content but also build capabilities for the future and help to keep its operations contemporary.

Forward-looking Statements

This Report contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words “anticipate", “believe", “estimate", “expect", “intend", “will" and other similar expressions as they relate to the Company and/or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward- looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

Directors Responsibility Statement

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors states:

. That, in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

. That your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

. That your Directors have taken proper and sufficient care of the maintenance of adequate accounting records, in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularitie

. That your Directors have prepared the Annual Accounts on a going concern basis.

Employee Stock Option Plan

The Members of the Company, at its Annual General Meeting held on 24th September, 2001, approved the introduction of the Employee Stock Option Scheme for eligible employees of the Company and its subsidiaries. Due to separation of the employees number of options has lapsed till 31st March, 2011. The necessary disclosures prescribed under Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is set out in the Annexure to this Report.

Issue of equity shares on preferential basis

In accordance with SEBI Guidelines / Regulations as amended upto date and necessary approvals of the members, 27,27,000 Equity shares of Rs.10/- each and at a premium oR92.47 each were allotted to promoters and others on preferential basis on 11th September, 2009.

Rights Issue

The Company offered 5,338,628 Equity shares of face value of Rs. 10/- each for cash at a premium of Rs. 35/- per share on Rights basis to the existing Members of the Company in the ratio of 4 Equity shares for every 7 Equity shares held on the Record Date (14th March, 2005) aggregating Rs. 2402 lakhs. Out of the total issue, 5,332,025, 1,113 and 200 Equity shares were allotted in the year 2005-06, 2006-07 and 2009-10 respectively and the balance 5,290 Equity shares were kept in abeyance due to pending litigation and identification of beneficiaries of the clearing members by NSDL and CDSL.

Fixed Deposits

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made thereunder.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act read with the revised Clause 32 of the Listing Agreement as notified by Securities and Exchange Board of India, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company. None of the employees as set out in the said Annexure is related to any Director of the Company.

Directors

In terms of Article 102 of the Articles of Association, Mr. S. Goenka and Mrs. S. Goenka retire by rotation and, being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

The particulars regarding the Directors proposed to be re-appointed at the ensuing Annual General Meeting, as required under Clause 49 of the Listing Agreement of the Stock Exchanges, has been given in the Notes annexed to the Notice convening the meeting.

The resignation of Mr. D. Basu was accepted by the Board in its meeting held on 30th June, 2011. Your Directors place on record their appreciation for the services rendered by Mr. Basu during his tenure as a Director of the Company.

Auditors

M/s Price Waterhouse, the Auditors of the Company, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Subsidiary Companies

In compliance with the requirements of Section 212(8)(v) of the Companies Act, 1956 the audited accounts and other particulars of Saregama Plc., RPG Global Music Limited, Kolkata Metro Networks Limited and Open Media Network Private Limited shall be available for inspection at the registered office of the Company.

Consolidated Financial Statements

The Consolidated Financial Statements as stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges have been prepared by the Company in accordance with the requirements of Accounting Standard 21 “Consolidated Financial Statements" issued by The Institute of Chartered Accountants of India. The audited Consolidated Financial Statements together with Auditors Report thereon form part of the Annual Report.

By Order of the Board

R.P.Goenka

Chairman

Place: Kolkatta

Date : 30th June 2011

Find IFSC