CeCe wer) ( . SNK p-sanjv Goenka =o Group soul of nda IPR ee RCL Company Secretary arr & Head Legal Mr. Tony Paul Me RCL ‘Auditors Price Waterhouse OT Chartered Accountants Legal Advisors Khaitan & Company Mr. S. Banerjee Registrars and Share Transfer Agents MCS Limited Ye BO) TID. Hora Road Kolkata - 700 029 ye CTT Bankers United Bank of India State Bank of India ICICI Bank Limited Be LLL Mr. G B. Aayeer Registered Office “The Studios@Dum Dum’ +33, Jessore Road Dum Dum Kolkata - 700 028, AR CLOOPS LSet Er ec ey CORPORATE INFORMATION: Registered Office & Studios "The Studios @ Dum Dum’ 33, Jessore Road Kolkata - 700 028 Phone: (033) 25S1 2984, 4773 Fax No. : (033) 2550 0817 e-mail: cosec@saregama.com Regional Offices, 2, Chowringhee Approach Kolkata - 700 072 Phone : (033) 6550 2113 Fax No. : (033) 2212 8911 e-mail : katie @p-sg.in Visit us at : www.saregama.com High Tide, Ist Floor Plot No. B/30, Jubu Tara Road Santacruz (W), Mumbai - 400 049 Phone : (022) 6688 6200 Fax No. = (022) 2661 0059 ‘e-mail :anurag singh@xp-sg.in 6, DDA Commercial Complex 3rd Floor Panchsheel Park ‘New Delhi - 110 017 Phone : (011) 4052 1912 Fax No : (11) 4052 1913, = nitin.garg@ap-se.in Door No. 2,34 & 5 3rd Floor, Kasi Arcade ‘No, 116, Thyagaraya Road, T. Nagar Chennai - 600 017 Phone : (044) 2815 1669-73 Fax No. : (044) 2815 1674 ‘e-mail : be. vijayalakshmi@mp-sg.inee ee NOTICE, NOTICE, Mancha, 34, Raja Manindra Road, Pikpara,Kolkata-700037 on Friday, the 6th day of July. 2018 at 10.00 A.M. to transact the following: ASORDINARY BUSINESS, 1. Toreceive,considerandadopt the Profit & Loss Account forthe year ended 3st March, 2013, the Bi Report theroon andthe Directors Report 2. Todeclarea dividend forthe financial yearended 31st March, 2013, 3. ToappointaDircctorn place of MS. Banerjce who retires hy rotation and, beng eligible, offers himself for e-appointmeat 4 ce Sheet as at that date andthe Auditors! ‘ToappointaDirectorin place of Mr P K. Mohapatra who retires by rotation and, being eligible offers himself for re-appointment. 5, Toappoint Auditors and tosuthorizethe Board of Directosto fx their remuneration, ASSPECIAL BUSINE’ “Toconsider,andifthought t,o pass withor without modifications the following resolutions 6. AsanOndinary Resolution “RESOLVED that Mrs Preeti Goenka beand is hereby appointed a Directorof the Company with immediatecffec.™ 7. Asan Ordinary Resolution “RESOLVED that Mr Bhaskar Raychaudhurbe and is hereby appointed a Director of the Company with immediate effect.” 8. AsanOndinary Resolution “RESOLVED that Mr Suryanarayana Murthy Manthabe andi herby appointed a Director of the Company withimmediate effet.” 9. AsaSpecial Resolution “RESOLVED that subjectto approvals from appropriate authorities, provisions ofthe Companies Act, 1986 including Schedule XI of tl ‘Company be and is hereby granted to the appointment of Mr, Suryanarayana Murthy Mantha(’Mr. Mantha’) asthe Managing Director of the ‘Company with effect from Ist January, 2013 on the terms and conditions stout in the Agrcement entered into between the Company and Mr. Mantha, a copy whereof initialed by the Chairman is lid on the table forthe purpose of identification, which Agreement is hereby specially approved RESOLVED FURTHER thatthe Board of Directors ofthe Company be ands hereby authorized to make necessary alterations variation inthe ‘remuneration paid /payableto Mc. Mantha including the terms and conditions of the sai appointment, fany,inaccondance with Schedule XII ofthe Actoranyamendments thereto." 10, Asa Special Resolution “RESOLVED that in accordance with the applicable provisions of the Companies Act, 1956 or any amendment or re-enactment thereof, consent ofthe Company be and is hereby accorded in respect ofthe total remuneration of 19,66,836.- pad from Ist Apel, 2012 1 6h Apri, 2012 to Mr Apury Nagpal ("Mr Nagpal’), during his tenure asthe Managing Director, including payment of 714,69,600/-to be considered as ‘compensation for loss of offceto Mr Nagpal subject approval ofthe appropriate authorities.” Masa Special Resolution “RESOLVED that in accordance with the applicable provisions of the Companies Act, 1956 or any amendment or re-enactment thereof, consent be and is hereby accorded to partially amending / varying the managerial remuneration paid / payable to Me. GB. Aayeer (CMe Aayeer) the Executive Directorno able io retire by rotation, on the terms and conditions et out inthe Agreement enterednto between ‘the Company and Mr. Aayee, copy whereof initialed by the Chairman's laid on the table for the purpose of identification, which Agreements bereby specifically approved With effet fom Istuly, 201 © BasicSalary £2,15,200/-permonth © Management Allowance £2,15,200/-permonth © Customized Allowance Pool £2,87,251/- per month (comprising of Leave Travel Allowance, Medical reimbursement, ‘Company Leased Accommodation | House Rent Allowance, Conveyance and Special Allowance) RESOLVED FURTHER that oer allowances, reimbursements, benefits and perquisites paid/ payable to Mr. Aaycer shall remain unchanged cxcepttotheextntalteredas above.”wal NOTICE (contd) 12, Asa Special Resolution “RESOLVED that in accordance withthe applicable provisions ofthe Companies Act, 1986 or any amendment or re-enactment thereof and in pursuance ofthe provisions ofthe Securities and Exehange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, and subject o such other approvals, consents, permissions and sanctions as may be necessary from appropriate authorities, ifany,consentof the Company be and is hereby accordedto the Board of Directors ofthe Company (he Board which term shall be {deemed to include the Compensation Committee thereof) in respect o formulation and implementation of Saregama Empioyees Stock Option Scheme -2013 (Scheme!) n discontinuation of Saregama Employees Stock Option Scheme ~ 2001 with immediate elect, a copy whereof intaledby the Chairman slidonthe tale forthe purpose o identification, which Schemeis hereby approved." Registered Office: “The Studios @ Dum Dum’ 33, Jessore Road, By Onder ofthe Board Kokata-700 028 ‘Tony Paul Dated: 27th May, 2013, Company Secretary & Head Legal NoTES | TheExplanatory Statement, pursuant to Section 1732) ofthe Companies Act, 1956, inrespectofltem 610 !2areannexed, 2. AMEMBER ENTITLED TOATTENDAND VOTE AT THE MEETINGIS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. ‘THE INSTRUMENT APPOINTING THE PROXY SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE (COMPANY NOTLESS THAN 48 HOURS BEFORE THE MEETING. 3. Corporate Members are requested to send tothe Registered Ofice ofthe Company a duly certified copy ofthe Board Resolution, pursuant to Section 187 ofthe Companies Act, 1956 authorising their represenativetoattendand vote atthe Annual General Meeting 4. Mombers/Proxiesshould bring the Atendance Slips duly filedin, or attending the Meeting, 5, Members who hold shaesin dematrilised form arerequestedto bring their Client ID and DP ID numbers foreasy identification of attendance atthe Meeting 6. Im accordance with Clause 49 IV (G) ofthe Listing Agreement, a brief profile ofthe Directors secking appointment and/or re-appointment according to tems 3,4, 6108 ofthis Notices provided in the Notes annexed hereto 7. ‘The Register of Members and Share Transfer Books shall remain closed from 20th July, 2013 to 26th July, 2013 (both days inclusive) and dividend as recommended by the Board of Directors, i declared atthe Mectng, shal e payable to thos sharcholdrs whose names appear on ‘the Company’s Register of Members on 26th July, 2013 orto their mandatees. In respect of shares held in electronic form, dividend will be payable to those shrcholders who are notified as beneicares by the Depositories viz. National Securities Depository Limited and Central Depository Services (India) Limitedatthe close ofbusinesson 19th July, 2013, 8. Pursuantto the provision of Section 20SA ofthe Companies Act, 1956, dividend forthe Financial Year ended 31st March, 1997 and thereater ‘which reatn unpaid or unclaimed fra period of 7 years will be transfered to the Investor Education and Protection Fund (IEPF) established under Section 208C ofthe Companies Act, 1956, The dividend forthe Financial Year ended 31st March, 008 is due tobe transfered tothe aforesaid account on or before 28th August, 2015. Sharcholders who have not encashed ther Dividend Warrants for the Financial Year ended 31st March, 2008 are requested to apply othe Company’s Registrar and Share Transfer Agents, MCS Limited, 77/2A, Hazra Road, Kolkata- 700029. ttmay be noted haton transfer ofthe unclaimed dividendto IEPF no claims hal iin respect thereof. 9. Members can avail the nomination facilities under Section 109 ofthe Companies Act, 1986 by filing Frm No. 2B withthe Registrars and “Transfer Agents, MCS Limited, 772A, Hazra Road, Kolkata-700 029 (in the case of physical shares) or othe Depository Participants (in the «ascot demateilised shares). Thenecessary Formwillbe supplied onrequest 10. Membershaving queries eating to Accounts may send their queries at eas? days befor the date ofthe Meeting, tothe Companys Secretarial Departmentat 33, Jessore Road, Kolkata-7000028, 11, Saregama iscommitted to make efforts for preserving the environment and hasbeen working on a numberof way’ to reduce usage of paper. In line with the circular ofthe Ministry of Corporate Afar, Government of India, the Company proposesto sendto the Members notices, annual ‘eportand accounts and other communication through electronic mode. Members are, therefore, requested to update their e-mail address with the Depository Participant, if the holding i in electronic mode or intimate to the Company's Registrars MCS Limited by sending an e-mai ‘mentioning the shareholder's name and Folio Number DPID & Client ID at meskol@ rediffmail.com. Copis ofall such communication can alsobe obiinedin physical form free of cost, upon request.wa NOTICE (contd) ANNEXURETOTHENOTICE, Explanatory Statement pursuant to Section 173(2)of the Companies Act, 1956. tem Nos. 67 Mr, Pest Gocnks and Mr. BhaskarRaychaudhur were appointed as Additonal Digetorsofthe Company with eff from 27th May, 2013 pursuant tothe provisions of Section 260 ofthe Companies Act, 19S6,(the Act) readwithAriclo0l ofthe AclesofAssocitionaf the Company Being as Additional Directors, Mrs Goenka and Mr. Raychaudhur old office of Director upathe dat of forthcoming Annal General Mesting a the aforessid provisions, The Company has received two Notices in wnting from to Members alg withthe requisite deposit of money ‘onthing ther nations o propose the candidates of Ms. Gocaka and Me Rayshaathur forthe ofice of Dioctorship under he provisions of Ssction257 ofthe Act. “The Bosndis ofthe view that twill in he intrest ofthe Company to appoint then onthe Board and recommends the resohitions scout under mn Nos. Gand ofthe Notice forapprovalofthe Members Mrs, Goenka and Me Raychaudhur may be demo he concer or interestedinthe respective resolutions in which heir appointments haveboon opened Saveandeasept Mr Sanjiv Gosnk and Mrs Sushila Goenka ote extent of thc lationship with Peet Goenka, no ther Dirctor [rthe Company sconcsmned orintrested inthe sad Resoltons Hem Nos. 8&9 “The Board of Directors (“The Boar’) ofthe Company at its mestng held on 24th December, 2012 appointed Mr. Suryaarayana Murthy Matha (CM Mantha)asan Additional Director with effect om Ist January. 2013 toholdaieupothenest Annual General Mesting Me. Mant is « B.Tech. - Computer Seience (IIT Kanpur, MS ~ Computsr Science (Virginia Tach Blacksburg), PhD ~ Computer Ssiace (University of Utah) and MBA ~ Finance & Stategy (University of Rochever) Mi. Mantha has a wealth of expenenceof working with various ‘raisins US and Inia He worked in US from 1992 to 2005 wth RealNetworks, Seat: PRIM Management Consultant, Washington DC Snd Xerox Crp, Rochester. He shied india in 2005 an has workedas Senor Vice President Interactive Services, Sih, Chenna,CEO ~ Web isteretand Mobic Busines of Network 18} Mumbai nas Diestor Omar Network, Mumba Notice under Section 257 of the Companies Act, 1956 as been recsved fom « Memb signifying his intention o propose the candidature of Me ManthaasaDirctorofthe Company “The Board atits meting eld on 2th December, 2012 appointed Mr Mant asthe Managing Director ofthe Company with eft from Ist January, 2013, subjectto the approval ofthe Members ofthe Company and ether appropriate sith, f any in erm of Seton 269 ander appliable jrovilongt hc Confais Ac. 1886 Suction) spre Me Mana would beled ike followngremunctatan 1. BasicSalary 3,50 000/-permonth. 2. Management Allowance 3,50,000/-permonth. 5. Bonus/ Incentive! Increments Inascordance with the Rules ofthe Company. 4. Pergusites ‘As detailed in Part hereunder. Perguistes shall be reckoned on the basis of ‘actual expenditure or lability incurred by the Compa. PARTA (Customized Allowance Poo! (comprising of Convevance, Leave Travel Allowance, Medical reimbursement and Special Allowance): In accordance with he rules ofthe Company but not exceeding 2,52 500-permomth in ageregate Housing: Not exceeding 1 50,000/-per moothinageregate Term Life Insurance: Tae Company shall take outa Tem Life Insurance policy forMr. Mantha as pr the Rules ofthe Company. 1 insurance for Mr, Mantha and his family as per the Rules of the ‘ (Gv) Hospialisasion Insurance: ‘The Company shall pay premia for Medi Company. (8) Club Fees:Feesofone Club including entrance, membership andother ees NOTE: For the purpose of domiciliary medical expenses and Hospital Insurance stated hereinabove family shall include the spouse, dependant childrenand the dependant parents of Mie Mantha. Me Manta skllbecligileto bos of €42,0,000- per annum, which smaxinun 6 months slary(BHas pls Management Allowance depending {Company and indivi performance * " eosin Me. Mantha shall be granted options of 25,000 shares under Saregama Employees’ Stock Option Scheme atthe market price prevailing as on Ist, January, 2013. “The Board may vary, mend, alter and/or include any ocr praise n Part subject othe overall ceiling ofan amount equivalent the aggregate ofthe nal Salary ond anna! Management Allowance frmtnetotime. ms “ wees PARTE (i) Company’ contribution towards Provident Fund for Mr, Mantha wl be as perRules of the Company an shal be subject tothe eiings as may bbe prescribed from time to time under the Income Tax Act, 1961 and the Rules framed thereunder provided that these either singly ar put togetherare nt axableunder the Income Tax Act 1961 (i) Gratuity payable to Mr Mantha shallbe in accordance withthe Rules ofthe Company.we NOTICE (contd) PART (iil) Reimbursement oftelephone expenses :Onelandlineand one mobile. (Gx) Eamed leave: Mr. Mantha shall be entitled o one month's leave on fll pay and allowances for every eleven months of service witha right to accumulate such eave for period not exceeding 0 days. Mr. Manta shall entitled tcncash the leave accumulated and not availed by him, 5. Incase fabsenceor inadequacy of profits, Mr- Mantha shall be entitled to receive the same remuneration asabove as minimum remuneration. ‘The Board may vary andinerease the remuneration, perquisites, incentives and bonus et. payable to Mr. Mantha from ime to time asthe Board may consierappeoprate Inaccordance withthe provisions of Section 302 ofthe Companies Act, referredto above, In view ofthe rich and varied experience of Mr. Mantha, your Board considers that such appointment shall be advantageous tothe Company and _ecommendstha th resolutions stout item nos, and ofthe Notice convening the Mesting be approvedby the Members Copy of the Agreement dated Sth January, 2013 executed between Mr. Mantha and the Company is available fr inspection of Members atthe Registered Office ofthe Company between 10 A.M. to 12 Noon on any working dy ofthe Company and willalso be available for inspection athe Meeting Apart from Me. Mantha, no other Directorate Company is concernedor ntresedin the above resolution, emo, 10 156 the Members weresentthe abstract ofthe Agreement with Mr. Manthaas Me Aur gpl ppinathe Managing Dict the Company fe ya thf any 2009 ai append ‘eimaeration were approved the shareholders a the Annual Generel Mesting Nid on 24h Jal 2009 and subsequcnily by the Cental Government by its keer reference No. AS9536345/42011-CL.VIl dated 27h Apri, 2011. The total remuneration including variation i remuneration of Me Nagpal wasalso approvedby the shareholders atthe Annal General Mectings elon 29h uly, 2011 and 27th duly, 2012 respectively fn terms of {head approval, Me Nagpal, who ssaseto hein employment ofthe Company with eff fom th Apr, 2012, sentiedoaoal emuneraton of 84.96 936) from IstApail 2012 to6thApail 2012 which includes salary of€3 67 40-permonth Management Allowance of 83,67 40-permonth, Castomised Allowance Poo (comprising of Leave Travel Allowance, Medical reimbursement and Special Allowance) of 85,9000 per month and at aliwany mcs eis and prison pro-ata The Baad of Diss fou Carp (ihe Bo a eng bck on bh Apri, 2012, sproved, subject fo te approval of thc Members, payment of £149,600 torrds 120 dys grows pay wherein the difference wit bese pay be considered a compensation fo loss a office to Me Nagpal asthe ai esation of employment was mich before the “spurte five year period forwbichhe was ppomted ‘Your Board reommends that the resolution setoutin tem no. ofthe Notice convening the Mesting be approvedby the Members. None ofthe other Directors ofthe Company has any concer or interest inthe std Resolution. temo. 1 Mr. G.B. Aayeer, who as been functioning as the Chief Financial Officer, was appointed as the Director and as the'Manager of the Company with fet om 9th Ape 2012 andisappoinmentandremuncation creamed hese athe Anal General Mengde 2012 In terms ofthe said approval, Mr. Aayeeris entitled toa salary af €1 82.449 per month, Management Allowance of 82.449 per monthand Customised Allowance Poo! (comprising of Leave Travel Allowance, Medical reimbursement, Company Leased Accommodation / House Rent Allowance, Conveyance and Special Allowance) of 8,49, 083/- per month respectively. The Board of Directors of your Company (he Board) ais ‘meeting heid on 24th December, 2012, onthe ecammendation othe Compensation Committe, approved, subject tothe approval ofthe Members, an increas inthe Salary and Management llanesswllasestucrng of ieallowanses/enburperments Pal payable 0M ayes ast Jhereinbelow to bring itin conformity with the remuneration stucture ofthe Company. Dueto appointment of Me. S. Mantha as Managing Director, Mr Aayeerresignedas the’ Manager witheflect from Ist Januar, 2013. Accordingly, the remuneration paid / payable to Mr. Aayeer as Executive Director, including his tenure as Manage’ ill 31st December, 2012, is proposed ta he varied altered with effet fom Ist July 2012 sfllows Witheffet from Istuly, 2012 © BasicSalary £2,15,200/-permonth © Management Allowance £2,15,200/-permonth © Customized Allowance Pool £2,87,251/- per month (omprising of Leave Travel Allowance, Medical reimbursement, Company Leased Accommodation House Rent Allowance, Conveyance and Special Allowance) ‘The other allowances, reimbursements, benefits and perquisites paid / payable to Mr. Aayeer as approved by the sharcholders atts meetings held on aly, 2012 shal remainunchanged except tothe extent altered as above Inaccordance with he provisions of Section 302 ofthe Companies Act, 1956 the Members were sent the abstract containing the variation /a inthe terms of remunerationof Mr. Aayeeras eferredto above. ‘Your Board of Directorsrecommends thatthe resolution set outin tem no, lof the Notice convening the Meeting be approved by the Members,ee ee NOTICE (contd) ofthe Supplemental Agreement exceted between Mz Aayeer andthe Company is available fr inspection of Members a the Registered Office SfRL Company been 10. Mo Noon onany working day ovlieCompanyand wllase beak or apecton ate Meeting Except Mr. Ayer, no therDizectora the Company concerned or intrested inthe above resoiton temo. 12 “The Members tthe Fity-Fourth Annual General Mecting held on 24th September, 2001, approved formulation of the Sargams Emplayces Stock Option Scheme 20 (he said Scheme) forth lib smployecs ate Company and te recor, and alo forthe lil employee including Managing Wholctine Director of the subsidiary companies ofthe Company in accordance withthe Secures and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guelines, 1999 (Guidelines) as was fa force at that ime. Terefie, ‘various amendment in the sb Scheme have sen approved bythe Members a the ity-Eighth Anal General Meeting eld 30th August 2005 “Thesalient features andthe amendments ofthe sid Scheme were provide inthe Explanatory Satmentto the respective Notices convening the sai ‘Annual Gener Mestng. “The Compensation Commit, its mestng held on 25th March, 2013, noted tht there has been several amndmcns nthe Guidlines rom ime to time, The Bordo! Dirctorsof your Company (the Board), on ecommendation ofthe Compensation Commit, tits esting held on 25th March, 2013, decided to disomtinuc the sid Scheme nore a brng the sid Schemes ine with he changes effected by the Cuelnes. Accordingly the Board decided that Sareguma Employees Stock Opion Scheme 2013 (Schem) be formulated and implemented in place ofthe sid Scheme ih smmediatelfectn pursuance of he provisions tae Guidlines and subjestta the approval of the Members ‘Your BoardofDirectorsrscmmendsthat the resolution stout tem no, [2ofthe Notice convening the Meeting beapprovedby the Members ofthe Schemes available for inspection of Members a th Registered Office ofthe Company betwecn 10M. to 12 Noon on any working day SER Company and wiles beavaiable for inspecionat te Meeting “The Directors may beconcernedorintrestdnthe abovercsolitonto the extent ofthe Option tht may be grantdto them. Registered Otice: “The Studios @ Dum Dum’ 33, Jessore Road, By Order ofthe Board Koikata-700 028 ‘Tony Paul Dated 27th May, 2013, Company Secretary & Head Legal Briet profile of Directorssecking r-appointment/ appointment atthe Annual General Meeting tobe held on 26th July, 2013. 1. MrS.Banerjee Mr. Sumantra Banerice worked with Monsanto in the US and repatriated to India after 10 years in USA. In India he has been in various ‘companies of the RPG Group since 1984 at scalar management level. Mr. Banerjce has 40 years of experince in India and abroad in ‘manufacturing, engineering finance, marketing and general management functions He joined the RPG Management Board in 1991 and since 1093, he hasbeen with CESC Limitedas ts Managing Director. Apart rom being the Managing Director of CESC Limited, Mr. Banejeeisalso the President and Chief Executive of RPG Power nd Retail Groupstll It March, 2013. Qualification: 1B Tec from IIT, Kharagpur. MS in Polymer Science (MBA in Marketing and Finance from USA. Date of Bit 31stDecember, 1949. Directorship nother companies: Mr. Banerie is also a Director inthe following companies: (CESC Limited ~ Managing Director, Spencer International Hotels Limited ~ Director, Dharival Inftatructure Limited ~ Directo, Noida Pover Company Limited ~Ditector, Au Bon Pain Café India Limited ~ Director, Mahuagarhi Coal Company Private Limited ~ Director and Myriad Ventures Private Limited Director. Membership of Commitees ofthe Board -Memberof Investors Grievance Committee of ESC Limited Sharcholdingsas stated in Clause 49(IV)(E)(¥} ‘Notapplicable, 2. MRP.K. Mohapatra Me Pradita Kumar Mohapatra coaches executives and enieprencursafle wo decades of experince in supervising CEOs aross businesses During his long innings at the RPG Group, Me. Mohapatra incubated a series of fist time businesses in India such as Foodworld, Musicword, Health & Glow, Saregama comand Hanstrcd com frst custom CD manufacturing portal inthe word), Hesitson the Board of many public as \wellas startup companies across India, Asia-Pacific, UK and USA. “Mr. Mohapatra served as Chairman, Confederation of Indian Industries (Southern Region) and President of Madras Management Assocation and co-founded Coaching Foundation India Limited as well as Chennai Business School Limited. Studied Management at Mumbai and Harvard, Mr- Mohapatra was invitedto bea Fellow of Chartered Management Institue, UK “Mr. Mohapatra co-authored 2000's best sllingbook, "India's Global Powerhouss' published by Harvand Business Publishing, Boston, Qualification: BSc. (Eng.), FCMI(UK),AMP, Date of Bit 19th February 1950,we NOTICE (contd) Directorship nother companies Mr. P.K. Mohapatrais also a Directorinthe following companies: (Coaching Foundation India Limited ~Chsrman, Chennai Business Schoo Limited Chairman, Zensar Technologies Limited Director, RPG Life Sciences Limited Director, Morrie Textiles Limited ~ Director, Zensar OBT Technologies Limited Director, Lakshmi Kiran EyeCare Private Limited ~ Chairman, R & R Salons Private Limited ~ Director, Quik Cilver Solutions Private Limited ~ Director, Dusters Total Solutions & Services Privat Limited -Ditectorand P. Orr & Sons Private Limited Director, “Membership of Commitee ofthe Board ‘Chairman and member of Compensation and Audit Committees of Zensar Technologies Limited respectively and member of Audit and ‘Compensation Committes of RPG Life Sciences Limited, Shareholdings as stated in Clause 49(IV)(E)(¥): ‘Notapplicable 3. Mrs.P. Goenka Mrs. Preti Goenka complete her schooling fom Welhams Girls High School, Debradun and later studied Interior Designing at South Delhi Polytechnic to secureadiploma, Married to Mr. Sanjiv Goenka, Mrs. Preeti Goenka has vast experience in interior designing having handled a numberof prestigious projects, ‘bot residential and commercial. She isthe co-founder of Stylfile, the well-known Kolkata movement to promote atin everyday life and support creative talensindiversefcls, panticulary lifestyle ‘Apast President ofthe Ladies Study Group of Indian Chamber of Commerce Kolkata, curently she isan Executive Commitice Member ofthe Birla Industral & Technological Museum, Kolkata Date of Bit 6th July, 1962 Directorship nother companies: “Membership of Committees ofthe Board Sharcholdingsas tated in Clause 49(IV)(E)(¥} (Mrs, Preeti Goenka does not hold any share inthe Company 4. Me-B.Raychaudhuri Mr. Bhaskar Raychauchuriis a Graduate in Commerce and a Chartered Accountant He bas over 40 years of experience in both staff and ine function in diverse industries of which 28 years of rich experience inthe Power Sector in Senior Management. Mr. Raychaudhur has been associated with CESC Limited since 1980 and his areas of Work included Finance, Legal & Business Development for Power Business Group ‘while reporting to Managing Director & CEO. He was designated as Executive Director (Finance) of CESC Limite till March, 2005. As 3 Whole-ime Director of Crescent Power Limited since April 2005, Me. Raychaudhur had been associated with development and financing of ‘ev posker projects in RPG Group till April, 2008. Prior to joining CESC Limited, Mr. Raychaudhuri worked wih Indian Oxygen Limited (presently Linde india Limited), Indian Aluminium Company Limited (presently Hindalco Industries Limited) and Reckitt & Colman of India, Limited (presently Reckitt, Benckiser (India) Limited) He was a member of Direct Tax Sub-commitee of Bengal Chamber of Commerce & Industry CCT) and Economics & Finance Sub-committee of Confederation of Indian Industrie (Cll), Mr. Raychaudhuri had networking and «strong association with various authorities / organizations in Power and Finance Sectors both in India and abroad like Cental Electricity ‘Authonty Ministry of Power, New Delhi, IF (Washingtonand Delhi), ICICI IDBI, IDFC, SBICapital Markets and ADB (Manila), Date of Bit 26h February, 1943 Directorship nother companies: Mr-B, Raychaudhurlisalso Directorin the following companies: Haldia Energy Limited ~ Director, Jharkhand Electric Company Limited Director. “Membership of Commitee ofthe Board Memberof Auditand Remuneration Committees of Haldia Energy Limited. Sharcholdingsas tated in Clause 49(IV)(E)(¥} (Mr Bhaskar Raychaudhur doesnot hold any share inthe Company. Mr.S. Mancha, “Mr. Suryanarayana Murthy Mant has a wealth of experience of working with various organisations in US and Inia. He worked in US fom 199210 2008 with RealNetworks, Seale; PRTM Management Consultants, Washington DC and Xerox Corp, Rochester. He shifted o Indi in 2005 and has worked as Senior Vice President ~ Interactive Services, Sty, Chennai; CEO ~ Well (Internet and Mobile Business of Network 18) Mumbai andas Director Omidyar Network, Mumbs “Mr Suryanarayane Murthy Mantha isa B.Tech. Computer Science (IIT Kanpur) MS ~ Computer Science Virginia Tech Blacksburg), PhD ‘Computer Science University of Uta) and MBA - Finance & Strategy (University of Roches). Date of Bit th August, 1963 Directorship nother companies “Membership of Committees ofthe Board Shareholdings as stated in Clause 49(IV)(E)(¥} [Notapplicablewa REPORT OF THE DIRECTORS’ WITH MANAGEMENT DISCUS ON AND ANALYSIS Your Directors are pleased to present the Sinty-Sinth Annual Report of Saregama ind Mareh2013. {mite along with the audited accounts forthe yearended 31st Financial Results “Thepeeformance of your Company forthe year ended 31st March, 2013 is summarized below: Cin Lacs) Year ended Yearcaded 31st March, 2013 Silat Mare, 2012 “Total income 18446 15577 Profiu(Loss) fom operations 402 145 Extaoainary item 307 Nil Provision for Contingencies Ni Nil Profit(Loss) before tax 07s 145 Provision for Taxation Deed Tax Charged) (Crt) as) 09 Caretta 470 a5 Net prfit(Los) ater tax and extraordinary items) 1088 039) Proposed Dividend (including tax thereon) 305 Nil “Transfer to general reserve st Nil Reserves (exclung revaluation reserves) sz 038 ‘Your Boards pleased toreporta profitof® 1087.98 Lacs inthe year 2012-13, Dividend Your Directors are pleased to recommenda dividend of 81.50 per equity share of@10!-each forthe yearended 31st March, 2013, Operations Music Audio Business “The Company has developed its own state of art digital infastrcture 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 pares like teleos and through specialized product offerings. The proliferation of mobile and Internet platforms has offered many profitable opportunities ta draw revenues from traditional digital products like CRBT andnew avenucs lke WAP. With theadventof3G & 4G services, the demand fornew media with fll song mobile applications downloads, celebrity chatand audio cinema ison the increase. Your Company isagaressively acquiring new video contents, creating shor films and converting the music eatalogue to video to retain its ‘marketshare, thas id-up with leading Internet operators andalsoinecasing itspresence on popular platforms like "Vou Tube. Your Company continued the policy of economizing its physical audio busines, The corporate segment of physical sles continue to post appreciable ‘business. During the year under review, the Company acquired new Hindi and regional film soundtracks including in Hind -"Himmatwala'"Love- in-Bombay’ "Lay Gaya Saddam’, ‘ts Rocking -Dard-E-Disco’,ctc. The demand fr us of od film its in new films continued this yea also Your Company has been able to penetrate more into hitherto untapped markets of the Indian sub-continent and Middle Eas along with tration ‘markets of United Kingdom, United States and other parts of Europe and South East Asia through ts intemational subsidiaries. The Concerts of top 1 of Holdings as on 31st March, 2013, ateuory. No.of Sharcholders [Percentage % No. of Shares Percentage % Upto 500 16493 95.84 1001059 575 301 1000) ED 200 TESTE Tae 7001 — 2000 74 Tor Bie Tak 2001 — 3000) 6 035 TSN 091 3001 — 4000) 2 016 9862 0x7 001 5000) 20 012 92360 055 5007 — 10000 2 019) ae 1a? T0001 50000 4 020 sez 378 000i — 100000) 7 008 Sasa 298 100007 & above: 5 0.09 Tao B1.05 Total T7208 700.00 TaD 700.00we REPORT ON CORPORATE GOVERNANCE (contd) 1k) Registrarand Share Transfer Agen MCS Limited, ‘TDA, Hazza Road, Ground Floor, Kolkata - 700 029. (Contats: Mr Ramesh Agarwal / Mr A. Makheriee) ‘Telephone: (033) 2454 1892/93 (4072 4051 - 53, Fax (033) 2454 1961/4072 4080 Email: meskol@rediffinailcom 1D) Sharetransfersystem ‘A Share Transfer Sub-Committee is constituted to approve the transfers and transmissions of shares and allied matters. MCS Limited, the [Registrars and Share Transfer Agents, looks after the share transfers (for both physical and demateilised shares) and redresal of investor complaints. Inaddition, the Company Secretary & Head Legal oversees the work of MCS Limited to ensure thatthe queries ofthe investors are ‘epliedto within arcasonable periodand that share transfers and transmissions are registered leastevery fortnight ‘The Company's Registrars, MCS Limited, have adequate infastructure to serve the sharcholdrs and proces the share transfers. In compliance with he Listing Agreement every six months the share processing syst sauditedby a Practicing Company Secretary anda Crtficateto that lect issued ensuring that shares ae transfered within the perodspecfid under lause-47(e) ofthe Listing Agrocment. 1m) Demateralisation ofsharesand liquidity: With effect from 29th May, 2000, the Company's scrip forms pat ofthe SEBI's compulsory demat segment for all investors. To facilitate the investors in having an easy access to dhe Demat System, the Company has signed up with both the Depostories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The connectivity has been established through the CCompany’s Registrars, MCS Limited, As at 31st March, 2013, total of 1,72.20,845 Equity Shares ofthe Company, constituting 98.98% ofthe paid-up share capita, standdemateraised. 18) Outstanding GDR/ ADRs/ Warrants or any Convertible Instruments, Conversion date and likely impact on Equity ° 700028 1p) Address for correspondence Registered Office "The Studios @ Dum Dum 33, Jssore Road, Kolkata-700028 Contact Person Me Tony Paul, Company Secretary & Head Legal ‘Telephone: (033) 2581 2984, 4773, Fax No. :(033) 2580 0817 Email: cosee@saregama.com STATUS OF ADOPTION OF THE NON MANDATORY REQUIREMENTS, 1. The Board ‘The Chairman’ office is not maintained by the Company. Thre ofthe independent directors have a tenure of more than nine yeas in aggregate considering thei inital dates of induction onthe Board Remuneration Committee ‘The Board has constituted a Remuneration Committe as reported in Section 7 above 3. Audit Qualification ‘The Company does not have any qualific: 4. Other ems jon pertaining to the financial ‘The rest ofthe non-mandatory equirements viz. Shareholder Rights; Training of Board Members; Mechanism for evaluating non- executive Board Members and Whistle Blower Policy may be implemented in future as and when deemed necessary by the Board of Directors By Order ofthe Board Kolkata ‘Tony Paul Company Secretary & Head LegalECCT twats we REPORT ON CORPORATE GOVERNANCE (contd.) Declaration by the Managing Director under Clause 491(D)(i) of the Listing Agreement 1, Surya Mantha, Managing Director of Saregama India Limited declare that all the Members of the Board of Directors and Senior Management personne! have, forthe year ended 31st March, 2013, affirmed compliance with the Code of Conduct laid down by the Board of Directors in terms of the Listing Agrecment entered with the Stock Exchanges, Koll 2M S. Mantha Managing Director Certification by Chief Executive Officer and Chief Financial Officer of the Company 27th May, 2013, te ‘The Board of Directors, Saregama India Limited, 33, Jessore Road, Koikata 700 028 Dear Sirs, Pursuantto lause4{V) ofthe Listing Agreement, we hereby centfy that forthe year ended 31st March 2013, (2) Wehave revieweu financial statements and the cash flow statement forthe year and thatto thebestof ourknowledgeand belief (these statements donot contain any materially untrue statement or omitany material factor contin statements that might he mis ins (i) these statements together present a rue and fair view ofthe Company's ffs and are in compliance with existing accounting standards, applicable lawsand regulations. (©) There are, tothe best of our knowledge and belief no transactions entered ito by the Company during the year which are fraudulent, illegal or violativeof the Company's Cade of Conduct. (©) Weaccept responsibility fr establishing and maintaining intemal controls fr financial reporting and that wehave evaluatedthecffecivenessof {nteral contra systems ofthe Company pertaining to financial reporting and are not aare of deficiencies in the design or operation of such internal contol, iany, which needto be dislosedto the Auditorsand the AuditCommite. (@)__ Wehaveindicatedto the Auditors and the Auditcommitice that ()therewere nosignificantchangesin intemal control over financial reporting during the year (0) ere were signet anges necting es during the year nd thatthe same have been disclosed inthe notes othe financial (ii) there were no instances of significant faudof which we have become aware andthe involvement therein, any, ofthe management or an ‘employee having asignficanrole inthe Company’sintemal contol system over fnanc ‘Yours faithfully, For SAREGAMA INDIA LIMITED SS. Mantha GB. Aayeer Managing Director Chef Financial Officerwi AUDITOR'S CERTIFICATE Auditor's Certificate regarding the compliance of Corporate Governance ‘To the Members of We have examined the compliance of conditions of Corporate Governance by Saregama India Limited forthe year ended 31st March, 2013, as stipulated in Clause 49 ofthe Listing Agreementof th said Company withstak exchanges in india “The compliance of conditions of Comporate Gavemance isthe responsibility ofthe management, Ourexsimination hasbeen limited toa review ofthe procedures and implementation thereof adopted by the Company for ensuring compliances with the conditions ofthe Corporate Governance as Stipulated in said Claus. It sneitheran audit noran expression of opinion onthe financial statements of the Company. In our opinion and tothe best of information and according 1 the explanations given tous, we certify thatthe Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement excep the attendance ofthe Chairman of the Audit ‘Committee in te last Annual General Meeting as mentioned in Note on paragraph 28 ofthe Corporate Governance Report. We state that such compliance is neither an assurance as tothe fture viability ofthe Company nor the efficiency or effectiveness with which the ‘management has conducted the affairs the Company. For Vidya & Co, Firm Registration No, 3080226 (Chartered Accountants Jitendra Nagar Place : Kolkata ‘Parmer Date: 27th May, 2013, “Membership No. 085689wa INDEPENDENT AUDITORS" REPORT. Independent Auditors’ Report tothe Members of Saregama India Limited Reporton the Financial Statements |. Wehave audited the accompanying financial statements of Saregama India Limited (the “Company”), which comprise the Balance Shectas at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant ator information, which wehave signed under reference this epor. {or the Financial Statements view ofthe financi 2, The Company's Management is responsible for the preparation ofthese financial statements that give a rue and position, financial performance and cash flows of the Company in accordance withthe Accounting Standards refered tin sub-section (3C) of section 211 of the Companies Act, 1956 of India (the “Act"). ‘This esponsibility includes the design implementation and maintenance of internal contol relevant tothe preparation and presentation ofthe financial statements that give a tr and fir view and ae free from mater ‘misstatement, whether du to aud or ero. Auitors' Responsibility 3. Ourresponsibilty is to expres an opinion on these financial statements based on our audit, We conducted our audit in accondance with the Standards on Auditing issued by the Insitute of Chartered Accountants of India, Those Standards require that we comply with etic requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free ffom materi 4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment ofthe risks of material misstatement ofthe fnanci Statements, whether due to fraud oreror. In making those risk assessments, the auditors consider intemal control relevant tothe Company's reparation and fir presentation ofthe financial statements inorder to design audit procedures that are appropriate nthe circumstances. AN audit also includes evaluating the appropriateness of accounting polices used and the ressonableness ofthe accounting estimates made by Management, aswel statements 1 evaluating the overall presentation ofthe inanci ‘5. Webelieve thatthe audit evidence we have obtained is sufficient and appropriate to provides basis for our aut opinion pinion ions given ous, the accompanying financial statements give the information required by the Act inthe manner so required and give ate and fair view in conformity with the accounting principles generally acceptedin India 6. nour opinion, ano the best of our infomation and according tothe ex (0) inthecase ofthe Balance Shot ofthe stat of afi ofthe Company as at March 31,2013 (0) inthecaseofthe StatementofProfitand Loss, ofthe profit forthe yar endedon that datesand (o)inthecascofthe CashFlow Statoment ofthe cash lows forthe yearendedonthat date Reporton Other egal and Regulatory Requirements 1. Asrequredby the Companies (Auditors Report) Order, 2008, as amended by the Companies (Auditor's Report) (Amendment) Order, 2008, issued bythe Cental Government of India intemsof sub-section (4A of seston 227 of the Act hercnaer refered to asthe “Orde the bass of such checks of the books and records of the Company as we considered appropriate and according tothe information and explanation given tous, wegive inthe Annexure statement onthe matters specified in paragraphs 4and S othe Order. 8. Asroquired by section227(3) the Act, we eporthat: (2) Wehave obtained ll the information and explanations which, tothe best of our knowledge and belief, were necessary for the purpose of | couraudit (©) Inourepinion, proper books of ccountasrquiredby law have beenkept by the Company so faras appears rom our examination ofthase books;OOPS LSet Er ec ey INDEPENDENT AUDITORS’ REPORT (contd.) (©) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Reportar in agreement with the books of| (@)_ In our opinion, the Balance Shes, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply withthe Standards referred to insub-section (30) ofsecton 211 ofthe Act; ‘Account (©) Onthe basis of writen representations received trom the directors as on March 31,2013, and taken on record by the Board of Directors, ‘one ofthe directors is disqualified as on March 31, 2013, rom being appointed asa drcctorin terms of clause (g) of sub-section (1) of sestion2 74 ofthe Act For Price Waterhouse Firm Registration No. : 301112 E ‘Chartered Accountants (Pinaki Chowdhury) Kolkata "Parmer 2h May, 2013, Memibership No.0S7572 Enee ee ANNEXURE TO INDEPENDENT AUDITORS’ REPORT Referred to in paragraph 7 of the Auditors’ Report of even date to the members of Saregama India Limited on the financial statements as ofand for the year ended March31,2013, (@) TheCompany ismaintainingproperrecords showing fll particulars, including uanttativedetilsand situation, offixedassets (b) The xed assets are physically verified by the Management according toa phased programme designed to coverall he items over aperiod of three years which in our opinion, i easonable having regard to the size of the Company and the nature of it assets. Pursuant the programme, a portion ofthe fixed asses has been physically verified by the Management during the year and no material diserepancies have heen noticed on such verification, (©) Inourpinion and according tothe information and explanations given tous, asubstantial part of fixed assets has not ben dsposedoftby the Company during the year () Theinventory has been physically verified by the Management during the year. Inour opinion the frequency of verification isreasonable. (©) Inouropinion, the procedures of physical verification of inventory followed by the Management are reasonable andadequat in elation to thesize ofthe Company andthe nature ofits business. (©) Onthe basis of our examination of the inventory records in ou opinion, the Company is maintaining proper reconds of inventory. The discrepancies noticed on physical verificationof inventory ascomparedts book records were not materia. (©) TheCompany has granted unsecured loan, one company coveredin the register maintained under Section 301 ofthe Act, Themaximum amount involved during the year and the year-end balance of such loans aggregated to € 980 las and & 950 lacs, respectively. The Company has not granted any ether secured/unsccured loans to companies, firms or other partes covered inthe register maintained under section 301 ofthe Act, (©) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company. (©) In keeping with the terms and conditions of the aforesaid loan, she principal amount aswell as interest amount have not fallen due for repayment during the yar. (@)_Inrespectof the aforesaid loans, there isnooverdueamount more than Rupees One Lakh, (©) The Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 ofthe Act. Therefore, the provisions of Clause (ii) and (g) ofthe said Onderare not applicableto the Company. {nour opinion, and according to the information and explanations given tous, theres an adequate intemal contral system commensurate with the size of the Company and the nature ofits business fr the purchase of inventory and fixed assets and for the sale of goods and services Further, onthe basis of our examination ofthe books and records ofthe Company, and according othe information and explanations given tous, ‘wehaveneither come across, norhave we been informed of, any continuing failure to correct major weaknesses inthe aforesaid intemal control system, (@) According othe information and explanations given tous, we are ofthe opinion thatthe paniculars ofall contracts or arrangements that need tobe entered into the repstermainiainedundersecton 301 ofthe Companies Act, 1956 havebeen oentered (©) Inour opinion, and according tothe information and explanations given tous, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in espec of any party during the year have been made at prices which are reasonable having regard to the prevailing market pricesat the rlevanttime. ‘The Company has not accepted any deposits fom the public within the meaning of Sections SSA and SKAA ofthe Actand the ules framed there under. ‘nour opinion, th Company hasan intemal audit system commensurate with ts size and thenatueofitsbusiness. ‘We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant tothe rules made by the Central Government of Indi, the maintenance of cost records has been prescribed under clause) of sub-section 1) of Section 209 ofthe Act, and ae ofthe opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a ‘detailed examination ofthe records with view to determine whether they are accurate arcomplete (@) According tothe information and explanations given to usand the records ofthe Company examined by usin our opinion, the Company is generally regular in depositing undisputed statutory dues in respect oFincome tax and sales tax, though there hasbeen a sight delay ina few cases, and i regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees’ state insurance, wealth tx, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities EtANNEXURE TO INDEPENDENT AUDITORS’ REPORT (contd) (6) According tothe information and explanations given to usand the records ofthe Company examined by us, thee are no dues of wealth-tax and service-tax, which have not been deposited on account of any dispute. The paticulars of dues of income tax, sales tax, customs duty and excise duty asat March 31,2013 whith havenot been deposited on account of adispute, areas follows: ‘Name of the Statute Natureof | Amount Period to which Forum where the Dues Cintacs) | theamount relates | dispute is pending ‘Central Excise Act, 1048 Excise Duty 88.08 1996-97 Customs, Excise & Service 1998.99. “Tax Appellate Tribunal ‘Central Sales Tax Act 1956 Soles Tax Te 2005-06 Tint Commissioner 2006-07 Central Sales Tax AGL IO56 Sales Tax 2a 1990-97 Deputy Commissioner 2003-04 (Central Sales Tax Act, 1956) Sales Tax 32787 1999-00 ‘Additional Commissioner 2004.08, 2006-07 2009-10 (Central Sales Tax Act, 1956) 2a 2008-09 ‘Assistant Commissioner of 1998.99 ‘Commercial/Sales Taxes West Bengal Sales Tax Ac, 1998 Tees 1989-90 Deputy Commissioner 1994.95 2000-01 2001-02 2003-04 West Bengal Sales Tax Act, 1994 | Sales Tax BS 200405 ‘Adltional Commissioner Delhi Sales Tax Act, 1975 Sales Tax 155 1991-92 Deputy Commissioner of Commercial Taxes “Tamil Nadu General Sales Tax ois T9887 80 “Tamil Nad Taxation | Sales Tax Act, 1959 1991-92 Special Tribunal “Tamil Nadu General 39 2005-061 “Assistant Commision Sales Tax Act, 1959 2007-08 “Andhra Pradesh General 16s 2000-01 Tribunal Sales Tax Act, 1987 “Radha Pradesh General Sales Ta ae 00S Deputy Commissioner Sales Tax Act, 1957 Kerala General Sales Sales Tax 3a 1999-00 Deputy Commissioner oF ‘Tax Act, 1963 2000-01 ‘Commercial Taxes 2002-03, Kerala General Sales Sales Tax rr 1997-98 Sales Tax Officer ‘Tax Act, 1963 Uitar Pradesh Trade Sales Ta aa 3001-05 Toint Commissioner ‘Tax Act, 1948, 2005-06 2006-07 Customs Ace 962 Custom Duty S202 2003-04 1 ‘Commissioner of Customs 2007-08 Tncome Tax Act, 196) Tncome Tax wre 2000-01 ‘Commissioner of Income 2005-06 to ‘Tax (Appeals) 2009-10 Tncome Tax Act, 196) Tncome Tax sha 2006-07 Deputy Commissioner 2ow-tt Tncome Tax Act 196) Tncame Tax Tas 2010-11 Tncome Tax Officer Tncome Tax Act, 1967 Tncome Tax +8 Boa “Assistant Commissioner x. The Company has no accumulated lossesas atthe end ofthe financial year and it has not incurred any cash losses inthe financial year ended on ‘that date orin the immediately preceding financial year.ANNEXURE TO INDEPENDENT AUDITORS’ REPORT (contd) jon givento us the Company has not defaulted in the balance sheet date According othe records ofthe Company examined by us andthe information and expla ‘repayment of dues to any financial institution or bank or debenture holders, 3s applicable, as ‘The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. ‘Therefore the provisions of Clause {xi of the Orderarenotapplicableto the Company. As the provisions of any special statute applicable to chit fund! nidhi/ mutual benefit fund! societies are not applicable tothe Company, the provisions of Clause (xi) of the Orderare notapplicableto the Company. In our opinion, the Company isnot dealing nor trading in shares, securities, debentures andotherinvestments. Accordingly, the provisions of| (Clause (xiv) ofthe Orderare not applicableto the Company. In our opinion, and according tothe information and explanations given tous, the Company has not given any guarantee for loans taken by ‘others from banks or financial institutions during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company. In our opinion, and acconding tothe information and explanations given tous, the term loans have been applied, forthe purposes for which they ‘were obtained, According othe information and explanations given tous and onan overall examination of the balance sheet ofthe company, we report that no funds raised on short-term basis havebeen used for long-term investment ted under Section 301 ‘The Company has not made any preferential allotment of shares to parties and companies covered inthe register ms ‘ofthe Actduring the year. Accordingly, the provisions of Clause 4(xvii) of the Orderare not applicabletothe Company. “The Company has not issued any debentures during the year and does not have any debentures outstanding asat the beginning ofthe yearand at the yearend, Accordingly, the provisions of Clause (xix) ofthe Order arenot applicable o the Company. ‘The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) ofthe Onder are not applicable tthe Company, During the course of our examination ofthe books and records ofthe Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanat ‘orby the Company, noticed or reported during the year, norhave we been informedof any such cae by the Management ns given tous, we have neither come across any instance of material fraud on For Price Waterhouse Firm Registration No, : 301112 E ‘Chartered Accountants (Pinaki Chowdhury) Partner Membership No.057572MARCH 2013 EQUITY AND LIABILITIES ‘Shareholders Funds ‘Share Capital Reserves and Surplus Non Current Li tes ‘Long Term Borrowings (Other Long Term Liab ‘Long Term Provisions Current Li ‘Short Term Borrowings ‘rade Payables Other Current Liabilities ‘Short Term Provisions ASSETS Non Current Assets Fixed Assets ‘Tangible Asses Intangible Assets [Non-Current Investments Deford Tax Assets (net) ‘Long-term Loans and Advances Current Assets Inventories ‘rade Receivables (Cash and Bank Balances ‘Short-term Loans and Advances (Other Current Assets ‘The Notes are an integral part of these Financial Statements ‘This isthe Balance Sheet referred tain our report of even date For Price Wateshouse Firm Registration No. 301112 E ‘Chartered Accountants (nai Chowdhury) Kolkata, Parmer May 27,2013 “Membership No. - 087572 Note 2 1B 4 15 6 ” 8 1» 1. Paul Company Secretary 34 Cin Lacs) eat Asa 31st March, 2013, Bist March, 2012 1140.29 74029 1437083, 14,091.30 _ 430 1801 1801 wat 1240 116275 301484 2,602.44 3,022.73 139.46 2,293.05 2088.44 142936 Bos 26628 7907.98 791848 ‘583.09 1.16021 4167.66 4,167.66 549.93 66.48 219.06 206.98 83.10 1,166.01 3817.10 3,056.95 1782.02 4,006.56 4248.7 4879.96 3323 1999 oe 26 R6IS (On behalf ofthe Board S. Mantha FB. Aayeor Managing Divector Diectoree ee ‘STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 Gin Lacs) Note Year ended Year ended 31st March, 2013, Sst March, 2012 Revenue from Operation (Gross) 20 17469.42 1497608 Less:Exeise Duty ot oss Revenue from Operations (Net) TAG89S 1497554 Other Income a gras ous? “Total Revenue 18,446.20 157691 Expenses Cost of Materials Consumed and Contract 2 1040.42 Les3.04 Manfacturing Charges Cost of Production of Films, Television Serials and Portal 2B 395533 2437.79 (Changes in Inventories of Finished Goods and 24 479.94 (1826) Work-in-Progress (Increase) Decrease] Employee Benefits Expense 2 300782 247189 Finance Coss 26 26448 39327 Depreciation and Amorisation Expense 2 1188.03 Luss Other Expenses 28 1098.48 6,788.69 “Total Expenses TrOes0 TABOO Profit Before Exceptional Items and Tax 1401.70, 74531 Exceptional ltems-Payment under Voluntary Retirement Scheme 29 a7 — Profit Before Tax 107483 74531 ‘Tax Expenses Current Tax 470.00 475.25 Deferred Tax Chargel(Creit) 483.48) 409.43, Profiti(L.oss) for the Year 1087.98 3937) Eamings/(Loss) per Equity Share: M2 [Nominal Value per share® 10/(Previous Year-® 10) ] Basic @) 62s (080) Diluted @) 628 (0380) ‘The Notes are an integral part of these Financial Statements “This isthe Statement of Profit and Loss refered to in our report of even date For Price Wateshouse Firm Registration No. 301112 E ‘Chartered Accountants (inaki Chowdhury) Kolkata Partner 1. Paul May 27,2013 Membership No. - 057572, Company Secretary ES (On behalf ofthe Board SS. Mantha Managing Directorwe NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2013, Significant Accounting Policies cc) ® o @ © asisof the Preparation ofthe Financial Statements ‘These Financial Statements have been prepared in accordance withthe generally acepted accounting principles in India under the historical cost convention on accrual basis, except for certain Tangible Fixed Assets which are being caried at revalued amounts (as indicated in Notes 11-111.211.3 and 11.4), These Financial Statements are prepared to comply in all material aspects, with he accounting standards notified under section 21 1(3C) [Companies (Accounting Standanis) Rules 2006 as amended] andthe other relevant provisions ofthe Companies Act, 1956 Allassets and labiltes have boen classified as current or non currentas perthe Company's normal operating cycle and thercriteriaset out in Schedule VI tothe Companies Act, 1956. Based on the nature of products andthe time between the acquisition of assets fr processing and therreaistion in cash and cash equivalent, the Company has ascertained is operating cycle as 12 months forthe purpose of current, ‘on current classification of asetsandlabilts, Fined Assets (i) Tangibleassets ‘Tangible Fixed Assets are stated at their original cos les depreciation other than revalucd items which are stated at valuation less depreciation asreferedto in Notes 111,112.11 3and 114 Impairment oss is recognised wherever the carrying amount of tangible fixed assets ofa cash generating unt exceeds its recoverable amount (higher of net selling price and value in use) (i) Intangibleassets “The cos incured for producing purchasing feature films wherein future economic benefits ar established to acrue over medium ta Jong term period are recognise as intangible asset inthe year of release at 50% ofthe cost of making the film inchuding negatives or purchase cos. Outright acquisition of music copyrights wherein future economic benefits are established are capitalised, Softwares are capitalised whereit is expected to provide futurcenduring economic benefits. Capitalisation costs includes license fees tnd cost of implementation system integration services, The ests afe capitalised in the year in which the relevant software is ‘implemented foruse. Impairment loss is recognised wherever the carrying amount of intangible fixed assets of a cash generating unit exceeds its recoverable amount (i. higher of nt selling price and value nus Depreciation Amortisation Depreciation on original cost of tangible fixed assets is provided on stright line method at rates prescribed in Schedule XIV tothe Companies Act, 1986 of India. Additional Depreciation on the amount added on revaluation is provided on straight line basis and is sdjustedagainst the available balance in revaluation reserve account inrespectof the related items Feature Films music copyrights are amortised over a period of 1-10 years, based on license period or management estimation of future revenue potential asthe case may be. The Company eviews theexpecicd future revenue potential theendof each accounting periodand recognises impairment loss, where requied Softwares are amortised ona straight linebasis over aperiod ofthe years fom the dat of cpitalisation Investments Long term investments are stated at cost! cost les write down, Provision for diminution is made to recognise a decline other than temporary in the carrying amount of long term investments as determined by the Board of Directorson periodical review. CCurrentinvestmentsarecariedat lower ofcost and fairl Inventories Inventories are valued atlowerofcostandnetrealisable value, (i) RawMaterialsand Finished Goods ‘The cost is determined on specific idemification weighted average bass 35 considered appropriate by the Company, and includes, ‘where applicable, appropriate share of overhcads Provisions made fr absolete/slow moving defective stocks, where necessary Eywa NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SIST MARCH, 2013 (contd) 0 © o o 0 (ii) Films Films under productionare included under'Work-in-Progress at costo und. ‘The Costincured for producing purchasing feature film wherein future economic benefits arc established to accrue overashor term petiod are recognisedasinventory andthe costis amortised oversuch period based onnetexpectedrevenue. (ii) Television Serials isoftelecat, ‘Television serials under production are included under"Work-in-Progress!atcostorunder an charged offon thebs Untelecastedtclevision serials arestatedat lower of cstand net expected revenue and included under Finished Goods. Employee Benefits ‘Short-term Employee Benefits (ic. benefits payable within one year) are recognised inthe period in which employce services are rendered, Contribution towards superannuation a rates specified in related approved scheme covering eligible employees opting for such contributions recognised as expenseand funded. Liability towards gratuity (defined benefit), covering eligible employees, is provided on the basis of year-end actuarial valuation using Project Unit Credit Method, Gratuity is funded. Accrued liability towards leave encashment benefits (defined benefit), covering eligible employees, evaluated on the basis of year-end ‘sctuarial valuation using Projected Unit Credit Methodis recognised as charge. Contribution towards provident fund to Government administered provident fund is recognised as expense Actuarial gains/lsses arising in Defined Benefit Plans ae recognised immediatly inthe Statement of Profit forthe yearin which they occur ‘Terminationbenefitsrpresent compensation towards Voluntary Retirement Scheme whichis expensed on accrual of 1nd Lossas incomelexpense ity. Sales and Licence ees Sales represent invoiced value of products sold net of trade discount and services rendered. Licence Fees represent income frm music Fights Revenue fom ilmsis recognised on assignment of distribution rights and revenue relating to television serials isrecognisedonthe basis of telecasvSale of Content, as applicable Royalty “Minimum Guarantee Royalty isrecognisedas expense within the license period or ten years, whichever isearlie Royalty on sales other than physical sales, is provided onthe basis of managements best estimate ofthe expenditure required t settle the obligation, Other royalty payments recharged sgreedratesonclatesales, Foreign Currency Transactions ‘Transactions in foreign curreney are accounted for tthe exchange rates prevailing on the date of transactions, Monetary assets and liabilities related o foreign curency transactions remaining unsettled atthe end ofthe year ac translated at yearend exchange rtes.The resultant exchange differences arising from settlement of foreign currency transaction an from year-nd restatement are recognised inthe Statementof Profi and Los, ‘Taxeson Income Current tax is provided asthe amount of tax payable in espe of taxable income fr the year measured using the applicable tax ules and laws fered ta is provided on timing differences between taxable income and accounting income measured wsng tax rates and tx laws that have been enacted or substantively enatedby the Balance Sheet date Deferred tax assets are recognised only if theresa vietuallreasonable certainty, as applicable, in keeping with Accounting Standand22 on "Accounting for Taxes on Income’ that there will be suicient future taxable income available torealis suchassets, Defered tax assets are reviewed forthe appropriateness of ther respectivecarrying amount ateach Balance Shes date EeNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SIST MARCH, 2013 (contd) in Lacs) Asat sat Bist March, 2013, 31st March, 2012 2 SHARE CAPITAL, Authorised 25,000,000 (31.03.2012:25 000,000) Equity Shares of F10/cach 2500.00 Issued 1,7402,938 (31.03.2012:1,74,02,938) Equity Shares of 810! each 1740.29 174029 Subseribed and Paid Up 1,74,02,938 (31.03.2012:1,74,02,938) Equity Shares of 210! cach fall paid up 1740.29 ‘TOTAL, 174029 21 Outof$3.38,628 equity shares issued for cash ata premium of 835/- (issue price-€45!- pursuant tothe Rights Issue in 2005, allotment of 5,290 (@1.03.2012- 5,200) equity shares (lating to cases under litigation pending clearance from the concerned authorities) arc kept in abeyance as const March, 2013, ‘Asat Sst March, 2012 ‘Number Amount ——____ _ Rhee |] __ Les) Balance asa the beginning ofthe year 17402938 174029 | | 17402938 1,740.29 alance asa he end ofthe year 1740938174029 | | 17.402.938 1,740.29 23. Terms/Rights attached to Equity Shares “The Company bas only one class of equity shares having «par value of €10 per share. Each Shareholder eligible for ne vote per share held ‘Thedividend proposed by the Board of Directors s subject othe approval of sharcholdrsin the ensuing Annual General Mecting exceptin case ofinterim dividend. In theevent of liquidation ofthe Company, the holder of equity shares are eligible to receive remaining assets ofthe Company in proportion to theirshareholding. 24 tne aggregate shares inthe Company: ‘As at Sst March, 2013 ‘Asal 31st March, 2012 [Name ofthe Shareholder No.of Holding No.of Holding sharesheld Percentage | | shares held _ Percentage ‘Adorn Investments Limited 1619002 ~ 930% | | ~ 1619,092 9.30% Universal Industrial Fund Limited soaz01 a2 38%] | Sios4201 32.38% ‘Sonata Investments Limited 1319,000 758% REL Utility Engincers Limited 131,000 758% 225 Stock Option Schemes “The Saresuma Employces Stock Option Scheme 2001 (Scheme 2001), as mmplemented in 2001-02 has heen dscontinied during the yea, Accordingly all sock options grate vested carl yeasto certain cigible employees underbeaforesaid Scheme 2001 have alsolaped Ssbseqent to daconinuance ofthe Scheme, the Company bas implemented Sarcsama Employee Stock Option Scheme 2013 (Scheme 2013) cfc from 26thMarch 201 Sand graned 12000 options and 25.000 options tr Adar Gupta, Seior Vie President-Nuse Business ad ‘Mr Suryanarayana Murthy Mantha, Managing Director under Scheme 201 at theexcsise pie of €100 80 and€87 0 per option respectively, as determined bythe Boar of Directors ‘Vestingachedleof he sad options grandis asbelow = = afer | year ome date of grant 20 %4of the options 2 years fromthe date of grant: 20% the options = fer3 years fromthe date of grant: 20% ofthe options = fer years fromthe date of grant: 20% ofthe options ~ ers years fromthe date af grant: 20% ofthe options Exercise period i 10 years rom the vesting date Exercise of options bythe option holier shall entailisuance of qty shareshy the Compan ncompl lance! completonotrelatd fomalitesonthe beast. Suess nyicconnenyee ee Notes FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SIST MARCH, 2013 (contd) 3 RESERVES AND SURPLUS SECURITIES PREMIUM ACCOUNT alance as per Last Account REVALUATION RESERVE alance asa the beginning ofthe year ‘Less Transfered to Statement of Profit and Loss (Refer Note 114 and 27) alance asa the end ofthe year GENERAL RESERVE alance asa the beginning ofthe year ‘Add Transferred frm Surplus inthe Statement of Profit and Loss Balance asa the end ofthe year PROFIT AND LOSS alance asa the beginning ofthe year ‘Ad: Profit (Loss) forthe year ‘Less: Appropriations Propose dividend @ € 1.50 per share Dividend distribution taxon proposed dividend ‘Transfer to General Reserve alance asa he end of the year ‘TOTAL, Er in Lacs) ‘As at Sst March, 2013 9079.10 3,052.89 305 3049.84 66389 S440 718.29 1298.42 LosT98 261.04 4436 S40 2023.60 1870.83, ‘Asa 31st March, 2012 3,055.96 307 663.89 143479 3937) 9,079.10 3,052.89 663.89) 12982 14,091.30we NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SIST MARCH, 2013 (contd) in Lacs) ‘As at Sst March, 2013 ‘Asat 31st March, 2012 4 LONG TERM BORROWINGS Secured “Term Loan From IDB! Bank Limited = 850.00 Less: Current maturities of Long Term Debt (refered to in Note 9) = — 850.00 — Vehicle Loans From ICICI Bank Limited 430 1078 Less: Current maturities of Long Term Debt (refered to in Note 9) 430 — os 430 ‘TOTAL 430 441 Term Loans [ature of Security ‘Long-term lan from IDB Bank Limited is secured by revenue from Phonographic Performance Limited (by way of escrow account), demand promissory note and first charge created on three properics in Mumbai and one property in Kelkata in terms of therelated agreement ‘Terms of Repayment = ‘Term loan availed from IDBI Bank Limited ¥ 2,100 Lacs is repayable in 9 equal quarterly instalments of € 208.33 Lacs and final instalment of 225.03 Lacs,commencing from Ist October, 2010 along with interest at $0 basis point below the Bank Prime Lending Rate per annum compounded monthly with an option of annual eset. Year end balances @NIL (previous year-€850 Lacs). 42. Term Loans for Vehicle [Nature of Security ‘Vehicle Loans fom Bank are secured by hypothecation ofthe Vehicles finance. “Terms of Repayment ‘Vehicle Loans are repayable in 36 equated monthly instalments from the date of respective loons with interest at ranging between 9.5% and 10.45% ranches of above tem loans are repayable in Cin Lacs) ‘Avat Sst March, 2013 ‘AsatSTst March, 2012 Amount Repayable within I year 430 as Amount Repayable beyond 1 yea and less than 2 year = 430 Cin Lacs) ‘As at Sst March, 2013 ‘Asat 31st March, 2012 5 OTHER LONG TERM LIABILITIES. Security Deposit from General Insurance Corporation of India on Sub lease of property 1801 1801 ‘TOTAL, Teor Teoree ee Notes 'S FOR THE YEAR ENDED 3IST MARCH, 2013 (contd) Cin Lacs) 6 LONG TERM PROVISIONS Provision for Employee Beneits Leave Encashment ‘TOTAL, Cin Lacs) ‘Asai Sst March, 2013 ‘Asal 31st March, 2012 7 SHORTTERM BORROWINGS Se Repayable on demand Secured Cash Cre from Banks (Refer Note7.1) or.7s Ls1984 Unsecured Inter Comporate Deposits 0 ‘TOTAL, 391484 7.1 Cash Credit from Banks bearing interest ate between 13.5% to 15.6% per annum are secured by First charge of eave tocks of raw materials, Stock in process, finished goods, receivablesbook debis and other current assets of the Company and pari pasu charge on all immovable properticraf the Company {present and future with other consortium banks Cin Lacs) “Ae at Sst March, 2013 ‘Asal STat March, 2012 ‘ Ast Sst March 2015] [As at Sst Marsh, 2012 Due to Micro and Small Enterprises (Refer Note:8.1) Otherst ‘TOTAL, “others Include © 25.85 Lacs (Previous year-¥ 135.65 Lacs) due to Saregama Regency Optimedia Private Li ‘Micro and Small Enterprises : 129 2,601.18 2602 oss 3,012.20 27S 1 Goint Venture) ‘The Company has amounts duc to suppliers under Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED} (2) The Principal amount and interest du thereon remaining uupaid to suppliers under MSMED asa the end of accounting year Principal Interest (©) The amount of interest paid in terms of Section 16 of MSMED slong with the amount of payment made to supplicrs beyond the appointed day during the year Principal Interest (©) The amount of interest due and payable for principal paid during the year beyond the appointed day but without adding the intrest specified under MSMED (2) The amount of interest accrued and remaining unpaid atthe end of the yea including € 0.61 Lacs (Previous year € 0.29 Lacs) being terest outstanding as atthe beginning of the accounting year (©) The amount of further intrest remaining duc and pay the succeeding year, until such date when interest dues as above are sctually paid to the small enterprise, for the purpose of disallowance ts deductible expenditure under Section 23 ofthe MSMED ra Cin Lacs) ‘As at Sst March, 2013 ous oor 94 095 050 “AsatSTat March, 2012 897 028 56.07 13 Nil 156 larNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SIST MARCH, 2013 (contd) in Lacs) ‘Asat Sst March, 2013 ‘Asal 31st March, 2012 9 OTHER CURRENT LIABILITH | | So (Current maturities of Long Tem Debt (Refer Note) “Term Loan = 50.00 Vehicle Loans 430 430 Gak 85648 Interest Accrued and Duc on Deposits from Dealers nar 21.62 Income recived in Advance (Refer Note9.1) 2046 74.10 Unpaid Dividends (Refer Note:92) 131 131 Unpaid Application Money (Refer Note: 9.2) — 186 Advance from Customers 191.98 175.30 Security Deposit rom Dealers 116.23, 12658 Dealer’ Incentive $3.06 6330 Liabilities for Expenses 462.61 S471 Employee Benefits Payable 166.1 35.02 ‘Statutory dus including Provident Fund, Tax Deducted at Source ete 245.68 sms ‘Advance against proposed sale of certain fixed asets 25.00 25.00 ‘TOTAL, 1396 229805 9.1 Income recsived in advance represents advance from sub-Lesses adjustable over the sublease period 9.2. There are no amount due and outstanding 1 be credited to Investor Education and Protection Fund under Section 208C of the Companies Act 19Sbasat year end Cin Lacs) ‘Asat Sst March, 2013 ‘Asal 31st March, 2012 10. SHORT TERM PROVISIONS Provision for Employee Benefits Leave Encashment 3.70 21.90 Gratuity 26m — Other Provisions Provision for Royalty on License Foes (Refer Note:10.1) 1691.63 137046 Provision for Wealth Tax 30.00 28.00 Provision for Proposed Dividend 261.04 — Provision for Dividend distribution tax on proposed dividend 4.36 — ‘TOTAL, ns T2936 Cin Lacs) ‘As at Sst March, 2013 ‘Asa 31st March, 2012 10.1 Movements of Provision for Royalty on Licence Fees CCanrying amount atthe beginning ofthe year 1379.46 112295 ‘Ad Created during the year Liste 900.31 Soa 7202336 Less: Excess provision of catlier years, written back oon — Less: Amounts lied during the year 78187 63.80) CCanying amount atthe end ofthe year Loos 137946ee ee NOTES FORMING PART OF THE FINANCIAL STATEMEN 'S FOR THE YEAR ENDED 3IST MARCH, 2013 (contd) 11, FIXEDAS Cin Lacs) ‘Gross block Depreciation and Amortisation ‘Net block Msc 2012 eae [res 2005 . sr Ay Tangle sets Lad Fac esa esos =] ase | osorar ce pment rowwre] mse] nor f nagar] oar | tose ws] sass] asia | anor Tom Tasnp x] we) names] san] on EL ineor Tsenp ae] wef mas] sams] is eas] aatore | _onsae Fes ie sae srw] anise] use aren =| suse Tome re) 0 | axe [sae [nea ine or caren | _ anos aos [name] _oveoe sacar | _1ae@at 11.1 Based on valuation report of valuers, appointed forthe purpose, the tangible fixed assets (other than furniture and fitngs office equipment, ‘ehicles and certain tems of plant and equipment) were revalued on 31st March, 1984 and again (except fr those relating to record making ‘machinery items) on 30th September, 1987 after considering the then (a) current market value! derived rates attributable to land (b) current replacement cos after depreciation et. and an amount of 8587.31 Lacs and €628.19 Lacs were added othe book value of the relate asses (ith corresponding credit to Fixed Asset Revaluation Reserve) on 31st March, 1984and 30th September, 1987 respectively 11.2 Cenain tangible fixed asses ofthe Company viz Land and Buildings were revalued in June 2003 by registered values atthe lower of current, replacement cost and realisable value. Resultant inremental value amounting t €2,374.11 Lacs were added tothe book valu of the related asses with ilisttion ofthe comtesponding credit amount pursuant oan approved scheme of arrangement, 113 Companys land was revalued on 31st March, 2007 by registered valurs at lower of current replacement cost and realisable value. Resultant incremental value amounting to 84,421.30 Lacs were added tothe book value of land with corresponding credit to Revaluation Reserve of 2,697.56 Lacs and ilisation ofthe balance amount of €1,723.74 Lacs pursuant toa sanctioned scheme of amalgamation of erstwhile Saregama Films Limitedwiththe Company in 2006-07, 114. Inrespect of tangible fxedasst coveredby revaluation made in the ealier yeas depreciation has been calculated on ther respectiveamounts and includes additional charge of 3.05 Lacs (Previous year 3.07 Lacs) whichhas ben transfered from Revaluation Reserve.NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SIST MARCH, 2013 (contd) 2 NON CURRENT INVESTMENTS Long Term AL Trade Lvestment (luc at cost) Unquoed-Fully Paid Surogama Regency Optima Private Limited Joist Ventre) ‘Other than Trade Investment (valued at cost unless tated otherwise) 1. Fully Paid Debenteres Unquoted 71000 612% Now-redeemabe Registered Debentures, 1962 of ‘The Bonsal Chamber of Commerce and Indy ally Paid Equity/Ordinary Shares a Subsidiary Companies Quotea Suregars Pl "hase oa OFEX wading fly in London Unquotea RPG Global Masie Lu Less: Provision far other than temporary dition athe ‘ale of vests Kolkata Met Networks Lid Less: Provision far other than temporary nition athe ‘ale of vests (Open Media Network Private Limited Pally Paid Equity Shares in Other Companies Quoted CESC Lu, Pips Carbon Black Lid Harrisons Malayan Lid (CFL Capita Finacial Sovies Lud Senin Te nd Expt Li Unquoted Spencer and Company Li Woodlands Mulspecaity Hospital Linited Tinbe Media Private Limits @ Azzregate Amount of Quted Investments ‘Agaregat Markt Valo of Qual Investments AAgzregate Amount of Unguedlnvestnents [Agaregate Provision fr Dimon athe value of favestnnts Number “Aral Face Vue Sat eh March, shitluit So 1assass 1480684 z0 s s F100 noi 7012222 pence ® 2aidass 2814885 USS 0000 s1.000 0 © a0 10000 0 © ‘Tal arbrend) 1544988 1.544.985 x0 100 100 z10 100 10 z10 100 100 z10 100 100 z10 20 200 0 22502280 z10 230.00 — zo Geant Tl (A) Bak vale ‘araiae ‘age, a uss Te 0.05 a ast ar 102620 192620) 500 5.00) 108 100 oa 39786 0.06 in Lacs) Took Vilas Salt Nh, Son sor = 005 5 492 5 102520 (102620) 00 és.) 1 cy EH sorias 0.06 oot 002 007 007 “4070.50 4997 117836 sto “402030 42n19 L836 os120 (Acquired dring the yer pursuant toclause3.8ofthe Agreementetered into batwcente Saezana da Land Timbre Media Pit Liedee ee NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SIST MARCH, 2013 (contd) B “ 1s DEFERRED TAX ASSET/LIABILITIES ‘The major components of Deferred Tax Libis and Asses are Deferred Tax Asset on = Provisions for doubtfil debss Unamorised Expenditure allowable for tax purpose in subsequent years ‘Toual (A) ‘Deferred Tax (Asst) /Libilty on Depreciation ‘oul (8) Deferred Tax Asset (Net) (A-B) LONG TERM LOANS AND ADVANCES Capital Advances Unsecured considered Good Unsecured considered Doubtful Less Provision for Doubtfil advances Security Deposits* Unsecured considered Good Loan to Employees Unsecured considered Good ‘TOTAL, ‘include 8780 Lacs(31.03.201 INVENTORIES [Refer Notes Raw Materials Work in Progress — Films and Televison Serials under production Finished Goods — Films and untelecested Television Serials ~ Prerecorded Cassettes, Audio Video Compact Diss, Digital Versatile Diss, et ‘TOTAL in Lacs) ‘As at Sst March, 2013 455.30 88.96 wale eat) em S098 “Asat Sat March, 2012 34639 se 2991 a7 aan Cin Lacs) 1038 1038 ‘As at Sst March, 2013 4a 20381 109 219.06 ‘Asat 31st March, 2012 067 1038 10.38 — 198.11 820 20698 7.80 Lacs)being Security Deposit given to Saregama Regency Optimedia Private Limited (Joint Venture) in Lacs) 159.64 si7a7 ‘As at Sst March, 2013 629 676581 63.10 ‘Asat Slat March, 2012 9.26 2 396.24 783.29 1,130.53 1,166.01NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SIST MARCH, 2013 (contd) 15. Dets 6 ” of Closing Inventories of Raw Material, ‘Work-in-Progress and Finished Goods Raw Material ~ Papers, Digitra, ete. Work-in-Progress ~ Televison serials under production Finished Goods = Films = Untelecsted Televison Serial = Audio Compact Dises| ~ Digital Versatile Discs = Others ‘TOTAL TRADE RECEIVABLI Unsecured ‘Outstanding for a period exceeding six months from the date they are due fr payment ‘Considered Good ‘Considered Doubtful Less: Provision for Doubtful Debts Other Debts ‘Considered Good ‘Considered Doubtful Less: Provision for Doubtful Debts ‘TOTAL include 529.96 Lacs (net of provision € 17:32 Lacs); 31.03.2012 270 (Gubsidiary Company) and 15.67 Lacs(netof provision Nil) 31.03.2012 (CASH AND BANK BALANCES A. Cashand Cash Equivalents ‘Cash on Hand ‘Cheques on Hand Bank Balances © Current Accounts (inculding Remittance in transit of. ELT Lacs; 31.08 2012 € 22.39 Lacs) | ~ Unpaid Dividend Accounts (@ ~ Rights Issue Account # B. Other Bank Balances ~ Deposits with maturity more than 3 months but less than 12 months TOTAL) @ Earmarked for payment of unclaimed dividend Cin Lacs) ‘Aeat Sst March, 2013 “Asat STat March, 2012 629 9.26 _ 2 — 283.00 159.64 113.24 437.09 530.14 2019 13291 59896761 8024 1.13988 6.10 6601 Cin Lacs) ‘Asai Sst March, 2013 131056 131056 4625 4625 $3.66 3733.44 3817.10 1,102.82 102.82 ‘Asat Sat March, 2012 3,056.95 208.09 2,758.86 0.57 Lacs (net of provision €35.1 -ENilduc fom RPG Global Music 8 Lacs) due from Saregama Ple Lid (Subsidiary Company) Cin Lacs) ‘Ae at Sst March, 2013 2.88 m0 91.30 13 10329 10.03 788 “Asat Slat March, 2012 30431 aes 332 2.675.465 197 131 86 022s # Earmarked for refund of share aplication moncy relating to Right Issue and transferred to Investor Education and Protccton Fund during the yearNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SIST MARCH, 2013 (contd) ee ee 1» ‘SHORT TERM LOANS AND ADVANCES, ‘Loans and Advances to Related Parties (Refer Note 40) Unsecured considered Good Unsecured considered Doubtful Less Provision for Doubtfl loans and Advances (Other Loans and Advances Inter Comporate Deposits Given Unsecured considered Good ‘Minimum Guarantee Royalty Advances Unsecured considered Good Royalty Advances Unsecured considered Good Unsecured considered Doubtful Less: Provision for Doubtfol Advances Advance against Film Projects Unsecured considered Good Unsecured considered Doubtful Less Provision for Doubtfil Advances Loan to Employees Unsecured considered Good alances with Government Authorities Unsecured considered Good Prepaid Expense Unsecured considered Good Unsecured considered Doubtful Less Provision for Doubtfl Prepaid Expense sity Unsecured considered Good Advance to Artist /for Event Unsecured considered Good Unsecured considered Doubtful Less Provision for Doubtful Advances ‘Advance payment of Income Tax and Tax Deducted at Source [net of Provision far Taxation & 2,002.84 Lacs (1.03.12: 81 532.84 Lacs) Advance payment of Fringe Benefit Tax (et of Provision 147.87 Lacs 31.03.2012 147.87 Lacs) ‘TOTAL, OTHER CURRENT ASSETS ‘Unsecured considered Good Interest accrued on Fixed Deposits Interest accrued on Intercomporate Deposit ‘TOTAL, re Cin Lacs) ‘sat Sst March, 2015 ‘Asat Sat March, 2012 9.08 Ls81.09 2s774d 134729 257144 — 134729 — 950.00 — 35357 377 a29.40 sons 27856 254.99 27856 = 254.99 — 1BLS6 6092 224 250.14 _ 250.14, — 01 loss 379.60 35862 100.78 226.69 155.78 123.08 155.78 = 123.08 — _ 42.63 _ m9 31877 485.39 318.77 = 485.39 — 1,966.73 2,066.45 20.08 2008 2a 4879.96 in Lacs) ‘Avat Sst March, 2013 ‘AsatSTst March, 2012 1999 1999Notes FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SIST MARCH, 2013 (contd) on REVENUE FROM OPERATIONS Sale of Products Audio Compact Discs Digital Versatile Dises Others Less: Excise Duty Sale of Services Income ftom Television Serials(including Free Commercial Time) Income ftom Distibution Rights of Feature Films Licence Fees Others (Other Operating Revere ‘TOTAL (OTHER INCOME Liabilities no longer required writen back Provision for Doubt Debts! Advances no longer required writen back Interest income (Gross) = on Bank Deposits ~ on Security Deposits — on Income Tax Refund ~ on Intercorporate Deposit Dividend from Long Term (other than wade ) Investments Profit on ‘of Long Term Investments Profit on Sale of Tangible Fixed Assets Rent Income ‘Net Gain on foreign currency transactions! translation (Other Non-Operating Income ‘TOTAL in Lacs) Year ended ‘st March, 2013 3st March, 2012 Year ended 2.10039 3345.36 1964 ‘8420 oss 262421 vais? 39793 — oat] | Os4 Ta sa sass 23st oat basi ro4er78 ss.6 1403141086 2008 1096006 ~~ iss{] sso Tinta) Yearcndea Tarcalet ‘st March, 2013 4259 1sL.88 s9 257 aus 2d mas 058 228 049 5.06 ors 31st March, 2012 183.99 25.00 72.08 262 2443 oust 046 046 167.52 4725 1575 oustee ee NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SIST MARCH, 2013 (contd) 2 ma na ‘COST OF MATERIAL CONSUMED AND CONTRACT MANUFACTURING CHARGES, A) Cost of Materials Consumed (Refer Note:22.1) B) Contract Manfucturing Charges (Reter Note:22.2) ‘TOTAL Details of Materials Consumed. Raw Materials Consumed: ~ Papers,Digitray and Others ‘TOTAL of Contract Manufacturing Charges ‘Contact Manufacturing Charges ~ Audio Compact Discs ~ Digital Versatile Dises ~ Others ‘TOTAL COST OF PRODUCTION OF FILMS, ‘TELEVISION SERIALS AND PORTAL Cost of Production of Films and Television Serils (Refer Note:23.1) Cost of Portal Development ‘TOTAL in Lacs) Year ended st March, 2013 Year ended 31st March, 2012 2.96 4a 1037.46 Leos 0402 1638.08 Cin Lacs) Year ended ‘st March, 2013 Year ended ‘31st March, 2012 2.96 4a 296 aa Cin Lacs) Year ended st March, 2013 Year ended 31st March, 2012 ‘708.57 Lag422 amas 31267 36.68 un 103746 TaK6o Cin Lacs) Year ended ‘st March, 2013 3.91088 4475 395833 Year ended ‘31st March, 2012 242537 142 23779NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SIST MARCH, 2013 (contd) 2B Det 2 2s ‘of Cost of Production of Films and Television “Telecast Fees Payment to antses, directors, sripe-waiters, et Cost of Tapes Food, Lodging and Travel Set, properties and equipment charges Other Production Expenses Increase/(Decreasein Inventories Cost of Production of Films and Television Serials ‘TOTAL IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PRO ‘Opening Stock ~ Work-in-Progress-Films and Television Ser ~ Finished Goods-Films and Unteleasted Televison Serials ~ Finished Goods-Pre recorded Cassettes, Audio/Video Compact Discs, Digital Versatile Dises, ete losing Stock ~ Work-in-Progress-ilms and Television Ser ~ Finished Goods-Films and Unteleasted Televison Serials ~ Finished Goods-Pre recorded Cassetes, Audio/Video ‘Compact Dises, Digital Versatile Dises, te. Net (Increase) Decrease EMPLOYEE BENEFITS EXPENSE, Salaries and Wages Contributions to Provident Fund ‘Superannuation Fund Gratuity Fund Employee's State Insurance Scheme Staff Welfare Expenses ‘TOTAL Cin Lacs) Year ended ‘st March, 2013 31st March, 2012 Year ended 914s. man meas S719) 43 182 281.87 20398 340.99 181.68 oars 7213 e532) sa) 391058 25a Cin Lacs) Year ended ‘st March, 2013 31st March, 2012 Year ended aa asta 396.24 0.89 7829 1,186.75, mo 113849 _ m2 159.64 396.24 SITIT 67681 7329 1156.75 998 (826) (Cin Lacs) Year ended Year ended st March, 2013 sss 144 049 ras 267459 234s 129.78 301782 31st March, 2012 2,230.05 s749 128s 311 2.61 126.66 12s ATT ln keeping with the Company’ gratuity scheme (a defined benefit plan-funded), eligible employces ar entitled to gratuity benefit (tone half months accountingpolicy lating to gratuity. Following are the further particulars with espectt© gratuity. ible salary for each completed year of service) on retirement / death /incapacitation resignation etc. Also refer Note 1 (forNotes ee ee 'S FOR THE YEAR ENDED 3IST MARCH, 2013 (contd) Reconciliation of opening and closing balances ofthe present value ofthe Defined Benefit Obligation (2) Present Value of Obligation at she beginning of the year () Current Service Cost (6) Interest Cost, (@) Acquisitions Cost (©) Actuatial Loss (Gain) (9 Benefits Paid) (2) Present Value of Obligation as atthe end ofthe year (2). Fair Value of Plan Assets as at the beginning ofthe year () Acquisitions Adjustment (©). Expected Return on Plan Assets (@) Actuarial Gain (Loss) (©) Contributions (9 Benefits Paid) (2) Fair Valuc of Plan Assets as atthe end ofthe year tion ofthe present value of Defined Benefit Ot shove and the fair value of Plan Assets in "Il above gation (@)_ Present Value of Obligation as atthe end ofthe year (6) Fair Valuc of Plan Assets as atthe end ofthe year (©) Liabiy( Asse) recognised inthe Balance Sheet Expense charged tothe Statement of Profit and Loss (@) Current Service Cost () Interest Cost (©) (Expected Return on Plan Assess) (@) Acquisitions Cost (©) Actuarial (Gain) Loss (9) Tosal expense charged tothe Statement of Profit and Loss* ‘reflected as Contribution to “Employee Benefits Expense” ity Fund in Note 25 on Percentage of each Category of Plan Assets fo total Fair Value of lan Assets as at Balance Sheet date (2) und with Lite Insurance Comporation of Inia (b) NAV hased Group Balanced Fund with ICICI Prudential Life Insurance Company Limited (©) NAV based Group Short Term Debt Fund with ICICI Prudential Life Insurance Company Limited (@)_ NAV based Group Debt Fund with ICICI Prudential Life Insurance Company Limited Actual Return on Plan Assets Principal Actuarial Assumptions as at Balance Sheet date (@) Discount ate (b) Expected Rate of Retum on Plan Assets (6) Salary Escalation ‘The estimates of future salary increases, considered in actuarial val Cin Lacs) 2012-13 2011-12 536.77 3121 au19 (1730) (43.87 547.9) 590.62 s49.91 13 — 46.77 50.65 (0.3) 075 3485 Shs 21028) 387) 465.09 5062 547.99 590162 (2.6) 3129 3121 3809 aL19 (46.77) (60.65) 22.30 — 59.28 isos 104.19 311 1% 84% 1% % om *% om *% 46.4 S140 0% 8.0% 93% 93% 5% 70% ion, take account of inflaton, seniority, promotion and other relevant factors, such as supply and demand inthe employment market. The expected rate of return on plan asses is based on the composition of plan assets hel, assessed nsks of asset management, historical results ofthe rtur on pl andotherrelevant factors, 51 assets, the Company's policy fr plan asst managementNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SIST MARCH, 2013 (contd) VIE Other Disclosures n » 4) Present value ofthe Obligation sat th end of the year 4) Fairvalucof Plan Assets as atthe end ofthe year 6) (Surplus) Detcitas atthe end ofthe year {&)Experince Adjustment on Plan Obligation (Gain (Loss) ©) Experience Adjustment on Plan Assets [Gain / (Loss) | FINANCE COSTS Interest Expenses Other Borrowing Costs ‘TOTAL DEPRECIATION AND AMORTISATION EXPENS Depreciation on Tangible Asset Less: Transferred from Revaluation Reserve (Refer Note 11.4) Amotisation on Intangible Asset ‘TOTAL ‘OTHER EXPENSES ‘Consumption of Stores and Spare Pars Povwerand Fuel Rent Repairs Buildings ~ Machinery = Others Royalties Reconling Expenses (Carriage, Freight and Forwarding Charges Rates & Taxes Insurance ‘Travel and Conveyance [Advertisment and Sales Promotion Pranting and Communication Expenses ad Debts Advances writen off Provision fr Doubtfl debts and Advances [including Provision for Subsidiary company & 1230.15 Lacs (Previous year 1,331.43 Lacs] Loss onsale of Fined Asscis [egaliConsultaney Expenses Payment to Auditors (Refer Note:32) Miscellaneous Expense ‘TOTAL EXCEPTIONAL ITEMS Payment under Voluntary Retirement Scheme ‘TOTAL in Lacs) 201213 2011-12 2010-11 _ 2009-10 _ 2008-09 aoa0 54799 S377 SIT aBLAT 46309 5000254991 51026 435.15, 2671 (4263) (13.16) T4462 esp 0.48) 116 98) (BSA) (0363) 073 8) B15 (148) Cin Lacs) Year ended Year ended Bist March, 2013 3st March, 2012 251.76 386.45 nn 682 268 3327 Tinks) Year ended Year ended ‘st March, 2013 ‘sist March, 2012 94s 75.33 3051910 307 172.26 ——— _ 9993 94692 T8808 Tos Cin Lacs) Year ended Year ended 31st March, 2013 3st March, 2012 5.66 3128 ua 9820 21287 200.73 3275 1853 15.03 2098 2324 3395 Ls6844 144037 112.06 222.00, $616 143.06 ato 15801 895 9.07 283.50, 234.10 1aa74 42.24 19244 181.66 sat ‘01 150771 Lone 3.00 rand 43.22 ona 7098.88 CTR Cis Lass) Year ended Year ended 31st March, 2013 31st March, 2012 377 _ aTee ee NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SIST MARCH, 2013 (contd) 30 a 3 =tI3.38Lacs) ital commitments (net ofadvances of€14.72 Lacs; 31.03.12-€1.05 Lacs) as at 31st March, 2013 ar estimated at £22.83 Lacs (31.03.12 () Guarantes given by Banks (Gi) Claims against the Company not acknowledged as debis in respect of = ~ Copyright Matters = Income Tax Matters ~ Sales Tax /Value Added Tax / Entry Tax Matters ~ Excise Duty Matters ~ Custom Duty Matters Interest at appropriate ate relating to Excise Duty matter, which is not eadilyasserainable Amount paid/payable to Auditors ‘As Auditors - = Audit Foes ~ Tas Audifineludes @ Nil in respect of previous year; 2011-12 I Lac) ~ Limited Reviews ~ Others [cetfcaes, ete] Reimbursement of Expenses (exchading Service tx &5.34 Lacs; previous years - 3.57 Lacs} Cin Lacs) Neat Asa ‘st March, 2013 March, 2012 150 150 24.85 62.26 667.93 626.06 3582 651.30 56.08 56.08 266.15, 266.75 in Lacs) Year ended Your ended ‘st March, 2013 2.0 sso 9.00 875 oa ‘31st March, 2012 20.00 650 12.00 775 074 Pending completion of the relevant formalities of transfer of certain assets and liabilities acquired pursuant 10 RPG Masic International Limited and Grameo Music Publishing Limited with The Gramophone Company of India Limited (now Saregama fs remain included inthe books of the Company India Limited) in 1999-2000, such assets and i Companies “The Company has adopted the intrinsic value method in keeping with the applicable regulatory pronouncements for accounting the stock resultsofthe Company. Had the fsirvalucmethod been used in ‘keeping withthe said pronouncements, net profit and caring pr share (basic and diluted) forthe year would lac( Previous Year-netlosshigher by ©201 Lacs) andby Re. Nl Previous Year- loss pershare higherby Re. ‘options granted asreferredto in Notes 25, which as no impacton the fnanc Basic and Diluted Earnings per Share : under the name ofthe Ts the Scheme of Amalgamation of ero have been lower by about 0.06 1 respectively. Number of equity shares atthe beginning ofthe year Number of equity shares at the end ofthe year Weighted average numberof equity shares outstanding during the year Weighted average number of equity shares fr computing diluted earnings per share Nominal value of each equity share @) Profiv(Loss aftr tax available for equity shareholders in Lacs) Basic earmings(loss) per share @) Diluted earnings/(oss) pr share (8) Year ended ‘st March, 2013 17,402,938) 17,402,938 17,402,938 17,402,938 10 1087.98 625 628 Year ended ‘March, 2012 17402 938, 17,402.38, 17.402.938, 7409122" 0 3937) (0380) (080) * Weighted average numberof equity shares outstanding during the year isadjusted forthe options outstanding (including options exeresed and pendingallotment) under Employees Stock Option Scheme referred to in Note?NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SIST MARCH, 2013 (contd) 35. Value of Imported and Indigenous Raw Materials, Stores, $ pate Parts and Components consumed during the year ‘Year ended 31st March, 2013, ‘Year ended 31st March, 2012 ‘Raw materials ‘Stores, Spare Parts & ‘Raw materials ‘Stores Spare Pars & ‘Components ‘Components Cis) % | Cintas) % | fms) % | Rima) % Imported —[_ —[_ = = Tes) S28 Indigenous 2.96 [ 100.00 566 [100.00 a8 [10000 Dep oaT6 296 506 a8 ES 136 Value of Imports on C.LF. basis (Fin Lacs) Year ended Year ended ‘st March, 2013 31st March, 2012 Spares = Ta — aK 37. Expenditures in Foreign Curency Cin Lacs) Year ended Year ended ‘st March, 2013 31st March, 2012 16.68 7586 s00r 42.26 eT aR 38 Eamings in Foreign Exchange Cin Lacs) Year ended Year ended ‘st March, 2013 31st March, 2012 Export of goods calculated on FO.B. basis 3 om License Fees 1,696.93, s7782 Films (Theatrical and Satellite Rights) on 628 0 ae 39.1 Rentexpenditureincludes lease payments of€162.59 Lacs (previous year-150.85 Lacs relating to operating eases taken on orate Ist April 200). These lasing arrangements range rom less than an yearto ten years and are primarily in respect of accommodation foremployees/ office premises. The significant leasing arrangements intralia include escalation clause and option for renewal 39.2 Rent income includes sublease payments of€112.28 Lacs (previous year € 167.52 acs) forthe year eating to sub-lase agreements entered {toby the Company on orafter Ist April, 2001. These ease arrangements interaia includes tion clause option forrenewal. 39.3 Ason3ist March, 2013, 22.46 Lacs (previous year-€ 67.39 Lacs) is expected tobe received in respect of future minimum sub-lease payments tunderon cancellable sublease, 39.4 The total of future minimum lease payments under non-cancellable operating leases: 4) notlater than one year- 820.18 Lacs (previous your © 28.98 Lacs) ii) later than one year and not later than five years - 44.70 Lacs (previous year € 64.88 Lacs) iil) more than five years NIL (previous year ® NIL)Notes ee ee FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SIST MARCH, 2013 (contd) 440. Related Party Disclosures in keeping with Accounting Standard (AS) 18 notified inthe Companies Act, 1956 [Name of Related Party A Where control exits B Others Carvent Year Saregama Ple( SPL) RPC Gaba Muse Lita (RPGG) Kola tw Netwarks Lid (KMINL) ‘Open Mada Netoek Pee Lid (OMNPL) Saregama Regeney OptinaiaPeiate Lud snort) A Nagpal” ‘snap Dict) S. Man (Manaping Diet) GR Aayeera@ (Exscutve Dicewe) “Resign with ff fom th Api 2012 ‘Moines with st mn st January, 2013 (@Appint as Manage forthe piod om 9h Api 2012 31st December, 2012 and a Executive Director with fet om st January, 2013, Previous Year Saregama le (SPL) RR (skort) A. Nagpal ‘Stans Drecte) bal Mure Limitsd(RPGG) Kollata Mewo Networks Ll KMNL) ‘Ope Media Network Prt Ltd (OMNPL) Saregama Repeney Opto Private Lid Joint Venture Company Nature of Relationship Subsidiary Company Subaiary Company Subsidiary Company Subaiary Company Key Management Pssonel Key Management Pssonel Key Management Pssonel Related Party Transactions in Lacs) Santina aay = Tai Ra tune ope ple oe os @ Gros of ProvisionNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SIST MARCH, 2013 (contd) 41 TheCompanysinteestas a venture inthe jointly controled entity (incorporated joint venture)is = ‘Name ‘Country of Proportion of| Proportion of Incorporation ownership interest ownership interest avatSlstMarch2013 | asat 3st March2012 ‘Saregama Regency Optimedia Private Limited Tada 20% 20% ‘The Company's interest in the joint ventures reported as Non Current Investments (Note 12)and stated at cost The Company/s share ofeach of the asset, liabilities, ncome and expenses (each without elimination ofthe effect of transactions between the Company and Joint Venture) related isinterestinthe joint venture are Cin Lacs) ‘As at Sst March, 2013 ‘Asat Sst March, 2012 EQUITY AND LIABILITL Shareholders Funds Reserves and Surplus Capital Reserve 25.09 2653 Forcign Currency Teansation Reserve (025) 9) Susplus|(Defct) inthe Statement of Profit and Loss 138.07) (86.71) ‘Non Current Liabilities Long Term Borrowings 198.69 186.88 Other long Term Lia 216 2.06 Long Term Provisions oan 617 Current Liabilities ‘Short Term Borrowings 5632 sir ‘rade Payables 436 161 Other Curent Liabilities 59.96 52.87 ‘Short Term Provisions oa7 036 216.35 254.30 ASSETS —_—_ —_— [Non Current Assets Fixed Assets “Tangible Assets 27997 28883 Intangible Assets 4.60 585 Long-term Loans and Advances 70 570 Other Now Current Assets 27.66 Current Assets Inventories 16.08 1956 ‘Trade Receivables 290 36.08 (Cash and Bank Balances 53s 5.10 ‘Short-term Loans and Advances 1007 an 077ee ee NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SIST MARCH, 2013 (contd) in Lacs) ‘Year ended Year ended st March, 2013 ‘31st March, 2012 Income: Revenue from Operations (Nes) mst 180.33 Other Income 146 534 50 se Expenses: Cost of materials consumed S92 91.86 Purchases of Stock-in Trade 7186 635 (Changes in Inventories of Finished Goods (035) 019 and Work-in-Progress(Inerease(Decrease)] Employee Benefits Expense ans 2698 Finance Costs 938 os Depreciation and Amortsation Expense 233 1999 Other Expenses 54.36 63.68 TH0.85 220.19 42. Interms of Accounting Standard (AS) 17 on'Segment Reporting’ notified inthe Companies Act, 1986, segment information hasbeen presented in the Consolidated Financial Statements(prepared pursuant to Accounting Standard (AS) 21 on ‘Consolidated Financial Statements! and Accounting Standard(AS) 27 on'Financal Reporting of Interests in Joint Ventures notified inthe Companies Act, 1956) included inthe Annual Report fortheyeae 8 Signature to note 110 43, For Price Wateshouse Fim Registration No. 301112 E ‘Chartered Accountants (nai Chowdhury) Partner Membership No, -0S7572 1. Paul May 27,2013 Company Secretary oe Previous year's figures have beenregroupedor rearranged, where considered necessary,toconform to curent yer'clasification. (On behalf ofthe Board S. Mantha Managing Director GB. Aayoor Diector.H FLOW STATEMENT FOR THE YEAR ENDED MIS MARCH, 2013 Cin Lacs) G Flow from Operating Activities Profit Before Tax Aaustments for: Depreciation and Amortisation Expenses Provision for Doubtful Debs/Advances Interest Expenses et Lit fs no longer required written back Provision for Doubtful Debs! Advances no longer required writen back Interest Income Unrealsed (Gain / Loss on foreign currency transactions/ranslation ad debu Advance writen off Loss on sle of Fined Assets (nt) Profit on sale of Long Term Investments Dividend from Long Term Investments-Other than Trade Oper a ling profit before Working Capital Changes anges in Working Capit (Decrease) in Trade Payables Increase in Provisions Increase | (Decrease) in Other Current Liabilities (Gncrease) in Trade Receivables (crease) / Decrease in Inventories (lnerease) / Decrease in Loans and Advances Cash generated from operations Direct Taxes (Paid) Refund [Net cash generated from operating activities ‘Cash Flow from Investing Activities Purchase of Fixed assets le of Fixed assets fof Investments-Other than trade Interest Received Dividend from Long Term Investments-Other than Trade [Net cash used in investing activities ‘Year ended st March, 2013 1074s 1188.03 1s0771 26448 492.59) casi.ss) (107.42) 1627 mat 32 ay) 2244.08 331861 170.29) 41232 19.66 1.0493) 48291 (760.46) 4,005.79) 231282 37028) 1982.84 (616.76) 331 9419 mas (anon, Yeur ended 31st March, 2012 74531 109.18 Leora 386.45 4483.99) (25.00) (99.13) 6270) oot 275 (046) ost) 2,802.64 3.54795 (502.94) 268.94 198.68) (50457) (13.06) 1687.11 —— asso 416475 05929) 3,205.46 (403.08) 301 079 w.8 oust 25833)ee ee (CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013 (contd) C._ Cash Flow from Financing Activities Repayment of Long Term Borrowings Repayment of Short Term Borrowings Proceeds from Short term borrowings Interest ct, paid ‘Share app tion money refunded relating to Rights Issue (2008) used in Financing Activities [Net Increase in cash and cash equivalents (A+B+C) (Cash and Cash Equivalents atthe beginning of the year (Cash and Cash Equivalents atthe end ofthe year Notes tothe Cash Flow Statement for the year ended 31st March, 2013 (in Lacs) Year ended ‘st March, 2013 (856.48) 2752.09) 263.68) 872.25) (371.72) 340431 1032.89 Year ended 31st March, 2012 (sats) (50.00) 439.70 8443) (003) (837.09) 2.11008 129427 340431 |The above Cash Flow Statement has been prepared under the Indirect Method as stout inthe Accounting Standard (AS) 3 on “Cash Flow Statements’ prescribed underthe Companies Act, 1956 of lng 2 Cashandeashequivalentcomprise of - ‘ash on hand (Cheques on hand Bank Balance ‘Unpaid Dividend @ Right Issue Account @ ‘TOTAL, @ Represents not available for use by the Company. 3 Previous year's figures have been regrouped / rearranged. where considered necessary. ‘This isthe Cash Flow Statement refered to in our report of even date For Price Wateshouse Firm Registration No. 301112 E ‘Chartered Accountants (nai Chowdhury) Kolkata, Partner 1. Paul (in Lacs) Avat Asal st March, 2013 ‘31st March, 2012 2a 3a m0 2,675.65 951.30 197 13 11 _ 1.86 1032.59 3.40431 (On behalf ofthe Board S. Mantha B Aayecr Managing Divector Diector May 27,2013 Membership No, -0S7572 Company Secretarywe INDEPENDENT AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS OF SAREGAMA INDIA LIMITED ‘To the Board of Directors of Saregama India Limited | Weave audited the accompanying consolidated financial statements (the “Consolidated Financial Statements") of Saregama India Limited (Cte Company") and its subsidiaries and its jointly controlled entity; hereinafter referred to as the “Group” (refer Note 33 tothe attached consolidated financial statements) which comprise the consolidated Balance Sheet as at March 31,2013, and the consolidated Statement of Proftand Loss andthe consolidated Cash Flow Statement forthe year then ended, and a summary of significant accountng policies and other cxplanatory information whichwe hae signed underrelerenceothis report “Managements Responsibility forthe Consolidated Financial Statements 2. The Company's Managements responsible forthe preparation ofthese consolidated financial statements that give a true and fair view ofthe consolidated financial postion, consolidated financial performance and consolidated cashflows of the Group in accordance with accounting ‘principles generally accepted in Indi. Tis responsiblity includes the design, implementation and maintenance of intemal control relevant 9 ‘the preparation and presentation ofthe consolidated financial statements that givea tue and fait view andar fee ftom material misstatement, ‘whether duct fraud or ero, Auslitors' Responsibility 3. Ourresponsibility sto express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance ‘with the Standards on Auditing issued by the Institut of Chartered Accountants of India. Those Standards require that we comply with ethic ‘requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are fee from ‘materia misstatement. 4, Anaudit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements “The procedures selected depend onthe auditor judgement, including the assessment ofthe risks of material misstatement of the consolidated financial statements, whether duc to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the ‘Company's preparation ad fair presentation othe consolidated financial statement in onde to design auditprocedures that are appropriate in the circumstances. Anaudit also includes evaluating the appropriateness of accounting policies used and the reasonableness ofthe accounting «stimates made by Management, aswell asevaluating the oveal preseatationo the consolidated financial statements Webelieve thatthe audit evidence we have obtained is sufficient and appropriate to providea basis for our aut opinion Opinion 6, Wereportthat the consolidated financial statements have been preparedby the Company’s Management in accordance with therequiementsof Accounting Standard (AS)21 Consolidated Financial Statements and Accounting Standard (AS)27 Financial Reporting of Interest in Joint Ventures notified under Section 211(3C) ofthe Companies Act, 1986. 7. Based on our auitand on consideration of report of other auitors on separate financial statements and onthe other financial information of| ‘the components ofthe Group as referred to in paragraph 8 below, and to thebestof our information and according tothe explanations given to 1s, in ou opinion, the accompanying consolidated financial statements give a true and fair view in conformity withthe accounting principles _generallyaceeptedin India (@)intheeaseof the consolidated Balance Shoot, ofthe state of furs ofthe Groupas at March 31,2013; (©) intheeaseof the consolidated Statement ProfitandLoss, ofthe profit forthe year endedon that date and (©) inthecaseof the consolidated Cash Flow Statement, ofthe cas lows forthe yearendedonthat date Other Matter(s) 8. Wedd not audit the financial statements of four subsidiaries anda jointly controlled entity included inthe consolidated financial statements, ‘which constiute total assets oF 1,264.65 lacs and net assets of& (4,274.25) lacsas at March 31,2013, total revenue of 2,165.11 lus, net loss ‘of & 746,07 lacs and net cash flows amounting to & (114.88) lacs for the year then ended. These financial statements and other finan information have been audited by other auditors whose reports have been furnished to us, and our opinion on the consolidated finan statements tothe extent they have been derived frm such financial statements isbased solely onthe repor of such other airs, For Price Waterhouse Firm Registration Number: S01112E Chartered Accountants Pinaki Chowdhury Kolkata Partner May 27,2013. ‘Membership Number - 087572ee ee CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2013, Cin Lacs) Note eat Asa 31st March, 2013, Bist March, 2012 EQUITY AND LIABILITIES ‘Shareholders Funds ‘Share Capital 2 1740.29 74029 Reserves and Surplus 3 95328 9,031.68 Minority interest 33530 308.84 Non Current Liabilities ‘Long Term Borrowings 4 198.69 mis Deferred Tax Libis (net) 5 430 16.29 (Other Long Tem Lib 6 184 18.08 ‘Long Term Provisions 7 17049 179.12 Current Li ‘Short Term Borrowings 8 5879.40 4,867.99 “rade Payables 9 272333 3.12970 Other Current Liabilities 10 1,763.97 249438 ‘Shoe Term Provisions u 211459 1472.07 281: BSN ASSETS Non Current Assets Fined Assets 2 ‘Tangible Asses 8303.69 835251 Intangible Assets 58489 122727 [Non-Current Investments B 397217 397217 Deferred Tax Assets (net) “ 549.93, 66.95 ‘Long-term Loans and Advances 15 285.19 29443 (thee Non Current Assets 6 27.66 3558 Current Assets Inventories a 864.94 132.88 ‘rade Receivables 18 3685.17 3.09735 (Cash and Bank Balances 1899.55, L304 ‘Short-Term Loans and Advances 20 431832 3.40741 (Other Current Assets 21 3323 19.99 aT: BO ‘The Notes are an integral part of these Financial Statements —— —— “This isthe Consolidated Balance Shoct refered to in our report of even date For Price Wateshouse (On behalf ofthe Board Firm Registration No. 301112 E ‘Chartered Accountants (nai Chowdhury) Kolkata, Parmer 1. Paul S. Mantha FB. Aayeor May 27,2013 “Membership No. - 087572 Company Secretary Managing Director Direcior 61CONSOLIDATED STATEMENT OF PROFIT AND LOS FOR THE YEAR ENDED 31ST MARCH 2013 Gin Lacs) Note Year ended 31st March, 2013, Year ended Sst March, 2012 Revenue from Operation (Gross) 2 18,599.92 1607866 Less:Exeise Duty or oss Revenue from Operations (Net) 1899.48 167k Other Income 2 1039.84 4787 “Total Revenue 19,639.29 1672599 Expenses Cost of Materials Consumed and Contract Manfacturing Charges 4 1148.29 Lovo. Purchase of Stock-in-Trade 25 186 635 (Cost of Production of Films, Television Serials and Portal 26 395533 2437.79 ‘Changes in Inventories of Raw Material, Finished Goods and Work-in-Progress (Increase) Decrease] 2 482.34 21) Employee Benefits Expense 28 3841.46 3,384.79 Finance Coss 2» 281.49 ‘407.70 Depreciation and Amorisation Expense 30 1294.22 124.88 Other Expenses 31 ‘758459 6,592.93 “Total Expenses 1459058 1576437 Profit Before Exceptional Items and Tax Lose 961.62 Exceptional ltems-Payment under Voluntary Retirement Scheme 32 37.17 — Profit Before Tax and Minority Interests musa 961.62 ‘Tax Expenses Current Tax 469.40 475.25 Defeted Tax Chargel(Creit) 94a, 402.18, Profit After Tax before Minority Interests THe 19 Minority interest Gs 2585) Profit After Tax and Minority Interests 10.15, 110.05 Earnings per Equity Share: 32 [Nominal Value per share € 10/- (Previous Year-® 10) ] Basic @) 4.66 063 Diluted @) 466 065 ‘The Notes are an integral part of these Financial Statements ‘This isthe Consolidated Statement of Profit and Loss referred to in our report of even date For Price Wateshouse (On behalf ofthe Board Firm Registration No. 301112 E ‘Chartered Accountants (nai Chowdhury) Kolkata, Partner 1. Paul S. Mantha GB Aayeer May 27,2013 Membership No. - 057572 Company Secretary Managing Diector Direciorwa NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the Year Ended 31st March, 2013 Significant Accounting Policies cc) ® o @ © ‘asisof the Preparation ofthe Financial Statements ‘These Financial Statements have been prepared in accordance withthe generally acepted accounting principles in India under the historical cost convention on accrual basis (except for certain Tangible Fixed Assets which ae being carried at revalued amounts as indicated in Notes 12 1,12.2,123 and 124). These Financial Statements are prepared to comply inall material aspects withthe accounting standardsnotfied nde section211(3C) (Companies (Accouting Standards) Rules 2006 asamended), Allassts an liabilities have been classified as current or non-curtent as per the Company's normal operating cycle another eiteria set tout in Schedule VI to the Companies Act.19S6. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Group has ascertained its operating cycle as 12 months forthe purpose of | current, non-curret classification ofassetsand liabilities. Fined Assets (i) Tangibleassets ‘Tangible Assets are stated at their original cost less depreciation other than revalucd items which are stated at valuation less depreciation asreferedtoin Notes 121,12.2,123and 124 Impairment loss is recognised wherever the carrying amount of tangible assets ofa ash generating unit exceeds its recoverable amount. higher of net sellingpriceand alueinuse) (i) Intangiblessets “The cos incured for producing purchasing feature films wherein future economic benefits ar established to acrue over medium ta Jong term period are recognised as intangible asset inthe year of release at 50% ofthe cost of making the film inchuding negatives oF purchase cost. Outright acquisition of msc copyrights wherein future economic benefits arc established are capitalised, ‘Softwares are capitalised where isexpected to provide futurcendurng esonomic benefits. Capitalisation costs includes license fees ‘nd cost of implementation/sysem integration services, The casts afe capitalised in the year in which the relevant software is implemented foruse. Impairment loss is recognised wherever the carrying amount of intangible fixed assets of a cash generating unit exceeds its recoverable amount (i. higher of nt selling price and value nus Depreciation Amortisation Depreciation on original cost of tangible fixed assets is provided on stright line method at rates prescribed in Schedule XIV tothe Companies Act, 1956 of India. Additional Depreciation on the amount added on revaluation is provided on straight line basis and is sdjustedagainst the available balance in revaluation reserve account inrespectof the related items Feature Films music copyrights are amortised over a period of 1-10 year, based on license period or management estimation of future even potential, asthe ease may be. The company reviews the expected future revenue potential atthe end ofeach accounting period and ecognisesimpairmeatlss, where required Softwares are amortised ona straight linebasis over aperiod ofthe years fom the dat of cpitalisation Investments Long term investments are stated at cost! cost les write down, Provision for diminution is made to recognise a decline other than temporary in the carrying amount of long term investments as determined by the Board of Directorson periodical review. CCurrentinvestments arecariedat lower ofcost and fairl Inventories Inventories are valued atlower ofcostandnetrelisable value, (i) RawMaterialsand Finished Goods ‘The cost is determined on specific idemification / weighted average bass, 25 considered appropriate by the Company, and includes, ‘where applicable, appropriate sharof overheads Provisions made for absolete/slow moving defective stocks, where necessarywe NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the Year Ended 31st March, 2013 (contd) (ii) Films Films under production are included under'Work-in-Progress at costor und. ‘The Costincured for producing purchasing feature film wherein future economic benefitsare est petiodare recognised a inventory andthe costs amortised over such period, basedon netexpected revenue (ii) Television Serials ‘Television serials under production are includedundrWork-in-Progress! atcostorunderanchargedoffon thebasisof'telecast. Untelecastedtclevision serials arestatedat lower of cstand net expected revenue and included under Finished Goods. (9 Employee Benefits hdto accrue overashort term ‘Short-term Employee Benefits (i. benefits payable within one year) are recognised inthe period in which employce services are rendered, Contribution towards superannuation a rites specified in related approved scheme covering eligible employees opting for such ‘contributions recognised a expenseand funded. Liability owards gratuity (defined benefit), covering eligible employees, is provided on the basis of year-end actuarial. valuation using Projectod Unit Credit Method, Gratuity s funded. Accrued ‘sctuarial valuation using Projected Unit Credit Methods recognisedas charge. Contribution towards provident fundto Government administered provident fund is recognised as expense Actuarial gains/lsses arising in Defined Benefit Plans ae recognised immediatly inthe Statement of Profit forthe yearin which they cur ‘Terminationbenefits represent compensation towards Voluntary Retirement Scheme whichis expensed on accrual of (@) SalesLicence Fees and Advertising Revenue ity. lity towards leave encashment benefits (defined benefit), covering eligible employees, evaluated on the basis of year-end 1nd Lossas incomelexpense Sales represent invoiced value of products sold net of trade discount and services rendered. Licence Fees represent income from music Fights, Revenue fom ilmsis recognised on assignment of distbution rightsand revenue relating to television serials isrecognisedonthe basis of telecasSaleof Content as apy Advertsing Revenue rom Curent Af ‘secounted for net of sommissionand discounts. (8) Royalty “Minimum Guarantee Royalty isrecognisedas expense within the license period or ten years, whichever isearlie + & Features Magazine is recognised inthe period in which the magazines republished andare Royalty on sales other than physical sales, is provided onthe basisof managements best estimate ofthe expenditure required t settle the obligation, Other royalty payments are chargedat sgreedratesonclatesales, (Foreign Currency Transactions tions in foreign currency are accounted for atthe exchange rates prevailing onthe date of transactions, Monetary assets and elated to forcign currency transactions remaining unseted atthe end ofthe year are translated at year-end exchange rates The resultant exchange differences arising from seftlement of foreign currency transaction and from year-ond restatement are recognised inthe StatementofProfitand Loss, Foreign currency non-monetary items carried in terms of hstoricel costae reported using the exchange ates atthe date of transactions. () Taxeson Income Current tax is provide asthe amount of tax payable in espe of taxable income fr the your measured using the applicable tax ules and fered tax is provided on timing differences between taxable income and accounting income measured using tax rates and tx laws that have been enacted or substantively enactedby the Balance Sheet date Deferred tax assets are recognised only if there isa vituallreasonable cerinty, as applica in keeping with Accounting Standard 22 on "Accounting for Taxes on Income’ that ther wil be suicient future taxable income available vorelisesuchassets, Defered tix assets re reviewed forthe appropriateness of their respectivecarrying amount teach Balance Shes datewa NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the Year Ended 31st March, 2013 (contd) in Lacs) Tat eat 31st March, 2013, 31st March, 2012 2 SHARE CAPITAL, —e=rs—vn0s_- —e=—e[a—es_ Authorised 25,000,000 (31.03.2012:25 000,000) Equity Shares of FLO cach 2,500.00 2,500.00 Issued 1,7402,938 (31.03.2012:1,74,02,938) Equity Shares of 810! each 1740.29 14029 Subseribed and Paid Up 1,742,938 (31.03.2012:1,74,02,938) Equity Shares of 210! cach fall paid up 1740.29 ‘TOTAL, T7029 24 Out ofS3.38,628 equity shares issued for cash ata premium of &3)- issue price-T4S-) pursuant the Rights Issue in 2005 allotment of 5290 (61.03.2012: 5,200) equity shares (eating to cases under litigation pending clearence fom the concerned authorities) arc kept in abeyance as const March, 2013, 2.2 Stock Option Schemes ‘The Saregama Employees Stock Option Scheme 2001 (Scheme 2001), as implemented in 2001-02 has been discontinued during the year. Accordingly: al stock options granted / vested in earlier yearso cera eligubleemployeces under the aforesaid'Scheme 200 havealso lapse. Subsequent to discontinuance ofthe Scheme, the Parent Company has implemented Saregama Employee Stock Option Scheme 2013 (Scheme 2013), effective from 26th March, 2013 and granted 12,000 options and 25,000 options to Mr. Adarsh Gupta, Senior Vice resident-Music ‘Business and Mr. Suryanarayana Murthy Mantha, Managing Director under Scheme 2013 a the exercise price of € 10080 and & 87.50 per option respectively, as determined by the Roardot Directors, ‘Vesting schedule ofthe suid options grandis asbelow = ~ afer | year from the date of grant:20% of theoptions ~ afer years fromthe date of grant:20% ofthe options ~ afer 3 yeas fromthe date of grant:20% ofthe options ~ afer 4 years fromthe dateof grant:20% ofthe options ~ afer S yeas fromthe dateof grant:20% ofthe options [Exercise period is 10 years from the vesting date. Exercise of options by the option holder shal entail ssuance of equity shares by the Parent (Company on compliance’ completion ofelated formalities on thebasisof 1:NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL: STATEMENTS for the Year Ended SIst March, 2013 contd) 3 RESERVES AND SURPLUS SECURITIES PREMIUM ACCOUNT alance as per Last Account REVALUATION RESERVE alance asa the beginning ofthe year “Less: Transferred to Statement of Profit and Loss (Refér Note 12.4 and 30) alance asa the end ofthe year GENERAL RESERVE Balance asa the beginning ofthe year ‘Ada Transferred frm Surplus inthe Statement of Profit and Loss alance asa the end ofthe year alance asa the beginning ofthe year ‘Add Profit forthe year ‘Less: Appropriations Propose dividend @ € 1.50 per share Dividend distribution taxon proposed dividend alance asa the end ofthe year ‘Share of Joint venture [Refer Note 33 and 41 ] ‘TOTAL, in Lacs) ‘As at Sst March, 2013 10,209.40 3,052.89 305 3049.84 66389 S440 718.29 (4961.03) S105, 261.04 4436 S440 (4510.68) 950685 25.09 oo ‘Asal 31st March, 2012 10,249.40 3,055.96 307 3,052.89 663.89 663.89) (5071.08) u1o.0s (4961.03) 9,005.15 2653 SOLNOTES FORMING PART OF THE CONSOLIDATED FINANCIAL: ee ee STATEMENTS for the Year Ended SIst March, 2013 contd) LONG TERM BORROWINGS Secured “Term Loan From IDB! Bank Limited Less: Current maturities of Long Term Debt (referred to in Note 10) “Term Loans for Vehicle From ICICI Bank Limited Less: Current maturities of Long Term Debt (referred to in Note 10) ‘Share of Joint venture [Refer Note 33(b) ] ‘TOTAL, DEFERRED TAX LIABILITIES S(NED) Deferred Tax Liability on Depreciation TOTAL) Deferred Tax Asset on = lems allowable for tax purpose on payment basis TOTAL @) Deferred Tax Liability (Net) (A-B) ‘Share of Joint venture [Refer Note 33(b)] ‘TOTAL, OTHER LONG TERM LIABILITIES, Security Deposit ‘Share of Joint venture [Refer Note 3(b) ] ‘TOTAL, Oa in Lacs) ‘As at Sst March, 2013 ‘Asat Slat March, 2012 _ 850.00 — = $50.00 — 430 1078 430 = 68 430 = 430 198.69 186.88 198.09 was in Lacs) ‘As at Sst March, 2013 “AsatSTat March, 2012 16.32 2058 1632 2054 sa 425 mst 425 40 1629 480 16.29 in Lacs) 1801 1e0r ous 1 ist March, 2012 1801 1KoT 003 1804NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL: STATEMENTS for the Year Ended Sst March, 2013 (contd) w LONG TERM PROVISIONS Provision for Employce Benefits Gratuity Refer Note 28.1) Leave Encashment ‘Share of Joint venture [Refer Note 33(b) ] ‘TOTAL SHORT TERM BORROWINGS. Repayable on demand Secured (Cash Credit from Banks Unsecured Inter Comporate Deposits ‘Share of Joint venture [Refer Note 33(b) ] ‘TOTAL, ‘TRADE PAYABLE! ‘rade Payables ‘Share of Joint venture [Refer Note 33(b) ] ‘TOTAL, OTHER CURRENT LIABILITIES (Current maturities of Long Term Debt (Refer Note) Term Loan Vehicle Loans Interest Accrued and Duc on Deposits from Dealers Income received in Advance (Refer Note:10.1) Unpaid Dividends (Refer Note:102) Unpaid Application Money (Refer Note: 102) Advance from Customers ‘Advance - Subscription Security Deposit rom Dealers Dealer’ Incentive Liabilities for Expenses Employee Benefits Payable Suatutory dues including Provident Fund, Tax Deducted at Source ete ‘Advance against proposed sale of certain fixed asets ‘Share of Joint venture [Refer Note 33(b) ] ‘TOTAL, Cin Lacs) ‘Asai Sst March, 2013 ‘Asati March, 2012 _ 1309 164.27 159.86 16427 172.95 a2 67 Tr. 79.12 Cin Lacs) ‘Asai Sst March, 2013 ‘AsatSTet March, 2012 12s Ls2s72 463085 3.29055 Sas a6 S632 S72 a0 TROT Cin Lacs) ‘Avat Sst March, 2013 271847 218aT 486 SERIES ‘AsatSTst March, 2012 31509 xno70 3 5.09 1461 Cin Lacs) ‘As at Sst March, 2013 430 430 aar 20.46 13 41256 16.06 150.10 $5.06 53657 169.67 262.50 25.00 T7081 59.96 6887 “AsatSTat March, 2012 50.00 6s AISI 33s 8568 21.62 74.10 131 86 20437 170.76 6330 90.08 59.18 s73as 25.00 52.87ee ee NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL: STATEMENTS for the Year Ended SIst March, 2013 contd) 10.1 Income received in advance represents advance from sub-leases adjustable over the sub-lease period. 10.2 There ae no amount duc and oustanding to be credited to Investor Education and Protection Fund under Section 205C of the Companies Act 19S6asat year end (in Lacs) ‘As at Sst March, 2013 ‘Asat Slat March, 2012 11 SHORT TERM PROVISIONS Provision for Employce Benefits Leave Encashment 36.5 2599 Gratuity eter Note 28.1) 2m — Other Provisions Provision for Royalty on License Fees (Refer Note:111) 1691.68 137046 Provision for Wealth Tax 30.00 28.00 Provision for Returns of Magazines 243 3826 Provision for Proposed Dividend 261.04 — Provision for Dividend distribution tax on proposed dividend 436 — 2a Pel Shae of Joint venture [Refer Note 3(b)] oat 036 ‘TOTAL 29 TRF (in Lacs) ‘As at Sst March, 2013 “AsatSTat March, 2012 11.1 Movements of Provision for Royalty on Licence Fees CCanrying amount atthe beginning ofthe year 1379.46 1122.95 ‘Add: Created during the year 1188.76 900,31 253422 2023.26 Less: Excess provision of earlier years, written back oon — Less: Amounts uilised during the year 787 63.80) ‘Carrying amount atthe end of the year Los 137946we NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the Year Ended 31st March, 2013 (cont) 12, FIXEDAS Cin Lacs) ‘Gross block Depreciation and Amortisation ‘Net block Msc 2012 eae [res 2005 . sr Ay Tangle sets Lad Fac esa esos esorar | ose Tom, Tas) a] as) ame] sane] aan xn] sem] sean | oss eter Ne) : _ - __ Tome Tae me | mem | same] aso veo[aese [sama [asi inion Tas) sae] ae weme| saa] aa wis| seen [sans pyri ase sso] wan nas! ors | wa wear] sam | ass Fest im aye sow] assis] use aon oats Tom, nes zane | aes] a oan [oe [Rete Tom, san | aa wai | seo] ieee a | sae 7 smo [ 9095 sau] 29a] mas sow | aa 12.1, Based on valuation reports of values, appointed forthe purpose the tangible fixed assets of Parent Company other than furitureand fittings, office equipment, vehicles and certain items of plant and equipment) were revalued on 31st March, 1984 and again (except for those relating © record making machinery items) on 30th September, 1987 aftr considering the then (a) cutent market Value/ derived rates attributable to land (©) current replacement costafter deprecation etc. andan amount of 587.31 Lacs and 8628.19 Lacs were addedto the book valu ofthe related asses (with coresponding eredito Fixed Asst Revaluation Reserve) on 3st March, 1984 and 30th September, 1987 spectively. 12.2 Certain tangible fixed assets f the Parent Company viz Land and Buildings were revaluedin Jane 2003 by registered valuers atthe lower of ‘current replacement cost and reliable value. Resultant incremental value amounting to 8237411 Lacs were added tothe book value of the ‘elatedassets withutilisation ofthe corresponding credit amount pursuantto an approved schemeof arrangement 123 Parent Company's land was revalued on 31st March, 2007 by registred valuers, at lower of current replacement cost and realisable value. Resultant ineremental value amounting to €4421.30 Lacs were added tothe book value of land with coresponding credit to Revaluation Reserve of 82,697.56 Lacs and utilisation ofthe balance amount of 81,723.74 Lacs. pursuant toa sanctioned scheme of amalgamation of rsh Saregama Fils Limited with the Parent Company n 2006-07 124 Inrespectof tangible fixed asset covered by revaluation made inthe earlier years, deprecation ha ben calculated on theirrespective amounts and includes additional charge of 3.05 Lacs (Previous ear 3.07 Lacs) whichhas been tanstered from Reval itee ee NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the Year Ended 31st March, 2013 (contd) 13 NON CURRENT INVESTMENTS {Long Term : Other than Trade Investment (Caled at cont ule sated otherwise) Pally Paid Debentures Unquoted 1,000, 6 12% Now rade Registered Debentures 1962 of ‘The Bons Chamber of Conmerc and adustey Pally Paid Equity Shares in Other Companies Quoted CCESC Limit. Pips Carbon Blak Lint Harrisons Malayalam Lied (CFL Capita Finacial Seviees Limite Senin! Te and Exports init Unquoted Spencer and Company Limited Woodlands Mukspecahty Hospital Linited Tibe Media Private Ld Azaregate Amount of Quted Investments Agaregat Markt Valo of Quota Investments Agaregate Amount of Ungued Investments ist Mare, uk 1544988 100 100 100 100 20 2280 230.00 Number Gin Lacs) ‘Asal Face Ve Book Value Book Value Bist ofeach asat Mat ssa Sit March, shareunit, March, March, 2013 2013 s e100 0s os ae a 1,544,988 Fw ays 3971.86 100 zo 0.06 0.06 100 zo 04 08 100 zo oor 02 100 zo ~ — 200 zo oor oor 2280 zo oor oor - zo ~ — Sen 3971.98 019 (Acquired during the yer pursuant toclaus3. ofthe Agreemententered into btwcenthe Saezana da Land Timbre Media Pit Limited ca)NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL: STATEMENTS for the Year Ended SIst March, 2013 contd) in Lacs) ‘As at Sst March, 2013 “Asat Sat March, 2012 14 DEFERRED TAX ASSET (NET) TTS | Deferred Tax Asset on = Provisions for doubtfil debisadvances 455.30 34639 Unamortised Expenditure allowable fr tax purpose in subsequent years 88.96 oat ‘Total (A) a6 ens Deferred Tax (Asst) /Libilty on Depreciation 667, 27991 ‘Total (B) __ 6 957 Deferred Tax Asset (Net) (A-B) 549.98, 66.95 ‘Share of Joint venture [Refer Note 33(b)] = — ‘TOTAL, 993 es Cin Lacs) ‘As at Sst March, 2013 ‘Asat 31st March, 2012 15 LONG TERM LOANS AND ADVANCES Capital Advances Unsecured considered Good 4a 067 Unsecured considered Doubtful 1038 1038 Less Provision for Doubtfil advances 1038 — 1038 — Security Deposits Unsecured considered Good 264.04 279.86 ‘Loan to Employees Unsecured considered Good 820 28873 ‘Share of Joint venture [Refer Note 33(b)] S70 ‘TOTAL, EET in Lacs) ‘As at Sst March, 2013 ‘Asat 31st March, 2012 16 OTHER NON CURRENT ASSETS TTS | ‘Share of Joint venture [Refer Note 33(b)] 27.66 ‘TOTAL, he 7NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL: ee ee STATEMENTS for the Year Ended SIst March, 2013 contd) ” wa INVENTORIES [Refer Note:1(6) ‘Raw Materials [includes goods in transit € Nil (31.03.12 2696 Lacs J] Workin-Progress ~ ‘Films and Televison Serials under production Finished Goods ~ Films and untelecested Television Serials ~ Prerecorded Cassettes, Audio! Video Compact Dises, Digital ‘Versatile Discs et. ‘Share of Joint venture [Refer Note 336)] ‘TOTAL, Details of Closing Inventories of Raw Material ‘Work-in-Progress and Finished Goods Raw Materials ~ Papers, Digitra, et. Work-in-Progress ~ Televison serials under production Finished Goods = Fils — Untelecsted Televison Serial = Audio Compact Dises| ~ Digital Versatile Discs = Others Share of Joint venture [Refer Note 33(6}} ‘TOTAL TRADE RECEIVABLES Unsecured ‘Outstanding for a period exceeding si months ftom the date they are due for payment ‘Considered Good ‘Considered Doubtful Less: Provision for Doubtful Debts Other Debts ‘Considered Good ‘Considered Doubtful Less: Provision for Doubtful Debts Share of Joint venture [Refer Note 33(6}} ‘TOTAL iz Cin Lacs) ‘Asai Sst March, 2013 ‘Asat Set March, 2012 om sist _ 2 159.64 396.24 cass 7H8.52 85835 1254.59 848.86 1332 16.08 19:56 Tso Cin Lacs) ‘As at Sst March, 2013 ‘Asat 31st March, 2012 os ssi _ = m2 1122 _ 283.00 159.64 113.24 48795 sT4.32 26.96 11397 788.82 135489 16.08 19:56 864.94 1342.88 Cin Lacs) ‘As at Sst March, 2013 147.66 130265 1362.65 _ 3491.33 4620 4620 = 3638.99 6s “AsatSTat March, 2012 248.10 128.60 1128.60 — 2d 300654 os orsSTATEMENTS for the Year Ended SIst March, 2013 contd) 0 ‘Cash and Cash Equivalents Cash on Hand (Cheques on Hand Bank B = Current Accounts inculding Remittance in transit of. ELT Lacs; (31.03.2012 € 22.39 Lacs) | ~ Unpaid Dividend Accounts (@ = Rights Issue Account # ‘Other Bank Balances Balances with Bank ~ Deposits with maturity more than 3 months ‘ou less than 12 months ae of Joint venture (Refer Note 33(6)} ‘TOTAL (@ Earmarked for payment of unclaimed dividend 1 Earmarked forrefnd of share application money relating to Right Issue and transferred to Investor Education and Protection Fund ding the yea. HORT TERM LOANS AND ADVANC! Inter Corporate Deposits ‘Minimum Guarantee Royalty Advances Unsecured considered Good ‘Advances ‘Unsecured considered Good Unsecured considered Doubtful Less Provision for Doubtful Advances Advance against Film Projects ‘Unsecred considered Good Unsecured considered Doubtful Less Provision for Doubtful Advances ‘Loan to Employees ‘Unsecured considered Good alances with Government Authorities ‘Unsecured considered Good Prepaid Expense ‘Unsectred considered Good Unsecured considered Doubtful Less Provision for Doubifil Prepaid Expense Gratuity (Refer Note 28.1) Unsecured considered Good Advance to Artist /for Event Unsecured considered Good Unsecured considered Doubtful Less: Provision for Doubtful Advances ‘Advance payment of Income Tax and Tax Dedcted at Source (net of Provision for Taxation & 2,002.84 Lacs (G103.12- 81,532.44 Lacs) Advance payieat of Fringe Benefit Tax [et of Provision 147.87 Lacs 5 (31.03.2012-8 14787 Lacs)] ‘Share of Joint venture [Refer Note 336)] ‘TOTAL Cin Lacs) “Asat STat March, 2012 ‘Aeat Sst March, 2013 338 424 mmo Las.6s 1,069.48, 962.63 13 131 — uisia7 Tie 111869) 43.08 0225 7894.30 T7794 525 50 T9955 TOF Cin Lacs) “AsatSTat March, 2012 ‘As at Sst March, 2013 950.00 — 35357 377 a29.40 sons 27856 202.93 27856 — 20.93 — 1BLS6 6092 224 250.14 24 = 250.14 — 01 1.09) 391.76 35862 rats 350.07 155.78 123.08 155.78 = 123.08 — 239 42.63 on 4788 31877 536.43, 31877 = S363 — 1988.08 2.07783 20.08 2008 4305.25 3403.84 10.07 357 BER 307i ZsNOTES FORMING PART OF THE CONSOLIDATED FINANCIAL: ee ee STATEMENTS for the Year Ended SIst March, 2013 contd) on 2 OTHER CURRENT AS ‘Unsecured considered Good Interest accrued on Fixed Deposits Interest accrued on Intercorporate Deposit ‘Share of Joint venture [Refer Note 33(b)] ‘TOTAL REVENUE FROM OPERATIONS. Sale of Products ‘Audio Compact Discs Digital Versatile Dises Others Les: Excise Duty Sale of Services ‘Advertising Newstand Income ftom Television Serials (including Free Commercial Time} Income ftom Distribution Rights of Feature Films Licence Fees Others (Other Operating Revere re of Joint venture [Refer Note 3(6)} ‘TOTAL OTHER INCOME Liabilities no longer required writen back Provision for Doubt Debts! Advances no longer required writen back Interest Income (Gross) = on Bank Deposits ~ on Security Deposits — on Income Tax Refund — om Intercorpaate Deposit Dividend from Long Term (other than wade ) Investments Profit on Sale of Long Term Investments Profit on Sale of Tangible Fixed Assets Rent Income ‘Net Gain on foreign currency transactions / translation (Other Non-Operating Income Share of Joint venture [Refer Note 33(6}} ‘TOTAL 75 Cin Lacs) ‘As at Sst March, 2013 ‘Asat 31st March, 2012 30.79 1999 2a 35 1999 3a 1999 ‘Cin Lacs) Year ended ‘st March, 2013 Year ended 31st March, 2012 2,106.80 3403.46 “419.76 ‘484.80, oss 2630-74 LaLs7 4029.81 — oa7 | | ——— oss 263037 Fines 2750 359.07 S704 ors 423894 2381.11 out 3a 1os67.02 S205 54 520631591124 ‘Mos8 1199115 3435 45.09 THSTEG Tenes.5T 23.59 1261 Ta S09S ToOTRE Cin Lacs) Year ended Year ended 3ist March, 2013 31st March, 2012 49259 183.99 205.66 25.00 e209 72.08 257 262 aus 2472 24 = 7138 oust = 046 058 046 1238 16752 28.56 8512 fe 2341 Tos734 or 250 0.68 1039.84 anaNOTES FORMING PART OF THE CONSOLIDATED FINANCIAL: STATEMENTS for the Year Ended Sst March, 2013 (contd) Cin Lacs) Year ended Year ends st March, 2013 ‘3tst March, 2012 24 COST OF MATERIAL CONSUMED AND CONTRACT MANUFACTURING CHARGES A) Cost of Materials Consumed (Refer Note:24.1) 136.80 13750 B) Contract Manfacturing Charges (Reler Note:24.2) oar 1,469.78 TF 07s Share of Joint venture [Refer Note 33(6}} 59.12 91.86 ‘TOTAL T829 19.18 Cin Lacs) Year ended Year ended ‘st March, 2013 ‘sist March, 2012 24. Details of Materials Consumed Se ‘Opening Stock "Materials : Paper ssi 30.76 Materials Purchased re paers, Digitray ce 145.63 138.25 Less: Closing Stock = Materials: Paper eas sisi T3680 T3750 Share of Joint venture [Refer Note 33(6}} 59.12 O18 ‘TOTAL T9592 936 Cin kacs) Year ended Year ended ‘st Marehy 2013 ‘31st March, 2012 24.2 Details of Contract Manufacturing Charges | | Oo ‘Contract Manufacturing Charges ~ Audio Compact Dises 609.82 1,026.50 ~ Digital Versatile Dises amas, = others 4530 OTST 1860.78 Share of Joint venture [Refer Note 33(6)} = - ‘TOTAL TT Taos Cin Lacs) Year ended Year ended Bist March, 2013 31st March, 2012 25. PURCHASE OF STOCK-IN-TRADE | | Oo Share of Joint venture [Refer Note 33(6)} 786 635 ‘TOTAL 786 a8 (Cia Lacs) Year ended Year ended ‘st March, 2013 ‘sist March, 2012 26 COST OF PRODUCTION OF FILMS, TELEVISION Sea |) a SERIALS AND PORTAL, (Cost of Production of Films and Television Serils (Refer Note:26.1) 391088 242837 Cost of Portal Development 4475 142 Share of Joint venture [Refer Note 33(6}} = — ‘TOTAL ESS a rTee ee NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL: STATEMENTS for the Year Ended SIst March, 2013 contd) Cin Lacs) Year ended Year ended 3ist March, 2013 31st March, 2012 26.1 Details of Cost of Production of Films and Television Serials —aors"eCr “Telecast Fees 914s, 7a Payment to artistes, directors, sripe-waiters, et Teas S719) Cost of Tapes 43 sz Food, Lodging and Travel 28187 20398 Set, properties and equipment charges 340.99 181.68 (Other Production Expenses gars 7213 Increase / (Decrease) in Inventories of Films and Television Serials 253.482) (asa) ‘TOTAL 391058 IRs (Cin Lacs) Year ended Year ended 31st March, 2013 31st March, 2012 27 CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGI ‘Opening Stock ~ Work-in-Progress-ilms and Television Ser 122 asta ~ Finished Goods-Films and Unteleasted Televison Serials 396.24 60.89 ~ Finished Goods-Pre recorded Cassettes Audio/Video Compact Dises Digial Versatile Disesct 85838 127181 sar 126841 losing Stock ~ Work-in-Progress-ilms and Television Ser = 12 ~ Finished Goods-Films and Unteleasted Televison Serials 159.64 396.24 ~ Finished Goods-Pre recorded Cassettes, Audio/Video Compact Dises, Digital Versatile Dises, ete Cr 85835 1271.81 59 6) are of Joint venture [Refer Note 3(6)} (035) 09 Net (Increase) Decrease EET) ey Cin Lacs) Year ended Year ended 31st March, 2013 31st March, 2012 28 EMPLOYEE BENEFITS EXPENSE, Salaries and Wages 3423.54 3,074.70 Contributions to Provident Fund 106.06 108.96 ‘Superannuation Fund 144 rss Gratuity Fund no71 9.98 Employee's State Insurance Scheme 209.12 29.48 61.23 Staff Welfare Expenses 14.05 119.88 381371 335881 re of Joint venture [Refer Note 3(6)} 20.78 2898 ‘TOTAL SBaaG 338479 28.1. In keeping with the Group gratuity scheme (a defined benefit plan-funded), eligible employees ar entitled to gratuity benefit (atone al ‘months eligible sary foreach completed year of service) on retirement /deathvincapacitaion | resignation et. Also refer Note 1 (2) for accountingpolicy eating to gratuity. Following are the further particulars with espectt© gratuity. teNOTES FORMING PART OF THE CONSOLIDATED FINANCIAL: STATEMENTS for the Year Ended SIst March, 2013 contd) uu. ‘Reconaton of opening and closing balances of {he preseal salu a the Defined Benet Obligation (2) Present Value of Obigaton atthe besaning ofthe year (©) Caren Service Cost, (e) Interest Cost (@) Acquistion Cost, (6) Actsril Loss (Gain) (©) Benes Pais) (q) Present Value of Obigation a atthe end ofthe year [Reconelaton of opening and closing balances of the Fair Value of Pan Ave (@) Fair Vale of Plan Assets tthe beginning ofthe yar (©) Acquistion Adusoneat (6) Expucted Rewer on Plan Assets (@) Actuarial Gain (Los) (@) Cone ations (Benes Pais) (@) Fai Vale of Plan Assets a atthe en ofthe year ‘Reconciliation ofthe present vale of Defined Benefit Obligation in Fair Value of Plan Assets in (@) Present Value of Obligation a atthe ed ofthe year (@) Fai Vale of Plan Assets atthe end ofthe Year (6) Lint (Ase copied ia the Balance Shoot "Expense charged t Statement of Profit and Lass (2) Caren Service Cost, (©) Interest Cost (6) (Expected Renn on Plan Ase) (@) Acquistion Cast, (@) Actus Gain Loss (0) Tol expense carga tothe Statement of Profit and Loss ‘reflected s'Cntibuton to Gratuity Fu a Nate 28 on "Employee Benois Expense Percentage ofeach Category of Pla Assets to total Fair Value of Plan Avsets as at Balance Shet date (a) Fund wit Life lnurance Corporation of aia (©) NAV based Group Balncod Fund with {ICICI Pre Life nrc Company Lited (6) NAV based Group Shot Term Deb Fund is {ICICI Pre Life sane Company Ltd (@) NAV based Group Debt Fa with {ICICI Pre Life sane Company Linted (and with vive Life Inarance Company nd Lid Actual Return on Plan Assets Principat Actuarial Assumptions as at Balance het date (@) Discount Rate (@) Expt Rate of Rew on Plan Assets (6) Salary Escalation Cin Lacs) wos ou Parent Subsidiary Share ofJoint|| Parent Subsiry Share of Joint Company Veature| | company Venture sn99 1583 oes] ssa77 oar oa 3129 636 anf} 321 ss 021 3K 140 aos} sia9 079 008 240s — — — — “ sass (402) 09] | 730) on wo) 21035) = =|[ ass — “ aw0 aT tan] [sia9 is ws sou an =|] swoon 281 - 1 = - — — - 4677 13 =|] sass 02s - ws aon - 7s - - 38s 200 =|} xs — - 2103s) = =| es — — ee =] [ser ae = ago ast as] ]seng0 ass 065 463092496, =| [sine 27 - eT) wor] [ae 1 a2 636 nf} a2 sso 021 3x09 140 aos}} —sia9 079 008 asm 3) =|] (sus (023) ~ 22.0 — — — — — 028 on, coo] | _ sos ow (oon) TOR oS TE 377 oa Cy 1% - —|} see - - 1% - - 1% - - wo = 100% — a a =] ar rE = 0% 820% oor] | sor 840% 00% 93% 9.00% =|} oa. oc — 5% 700% sou] | ror 7.0% 00% ‘Theestintesof ature salar increases, considered in atari valuation, ke acount ofan seni promotion ad other elevant Tact, such 8 apply saad demand inthe employment markt. The expected fat feu go plan sss i sed on the compo of plan asl hel, asesed ks 0 et ‘management historical esulsothercuronplanasse’s, the Corsa policy fo plan asset management andor relvan cts. 7ee ee NOTES FORMING PART OF THE CONSOLIDATED FINANCIALS i /ATEMENTS for the Year Ended 31st March, 2013 contd) VI Other Disclosures A). Parent Company 2) Preset value ofthe Obligation as atthe end ofthe year 1) Fairvalu of Plan Ass as at the end ofthe year ©) (Supls) / Deficit a atthe end ofthe year Experience Adjustment on Plan Obligation [Gain / (Loss) ©) Expeienee Adjustment on Plan Asses [Gain (Loss) B) Subsidiary 8) Present value ofthe Obligation as atthe end ofthe year 1) Fair value of Plan Assets sat the end ofthe year ©) (Sumplus) /Defcit as atthe end ofthe year 8) Experience Adjustment on Plan Obligation (Gain / Los) } ©) Experience Adjustment on Plan Assets [Gain / (Loss) ° 8) Present value ofthe Obligation as at the end ofthe year 1) Fair value of Plan Assets sat the end ofthe year ©) (Surplus) Deficit as at the end ofthe year 8) Experience Adjustment on Plan Obligation [Gain / (Loss) } ©) Experience Adjustment on Plan Assets [Gain / (Loss) ‘Share of Joint Venture 29 FINANCE COSTS Interest Expenses Other Borrowing Costs Share of Joint venture [Refer Note 33(6)] ‘TOTAL 30 DEPRECIATION AND AMORTISATION EXPENSE Depreciation on Tangible Asset Less: Transferred from Revaluation Reserve (Refér Note 12.4) Amortization on Intangible Asset eof Joint venture [Refer Note 33(6)] Depreciation on Tangible Asset Amortization on Intangible Asset ‘TOTAL 7 in Lacs) as80 547.99 517.70 48LAT 46309 500.62 51026 435.15 64263) (13.16) 7444632 esp 4s) 116 98) BSA) (0.63) 0758) 31s (148) 2012-13 2010-11 2009-10 _ 2008.09 ms7 S83 937 908 «635 24.96 274 251 — — a3 13.09 686 908638 286 (1.17) 785 S11 (638) con — oor — — 2012-13 2010-11 2009-10 _ 2008.09 097 oat — — 097 065 oss — — (00 (004) 1) — — in Lacs) Year ended Yar ended 3ist March, 2013 31st March, 2012 29.48 391.76 nn 692 Tas DER 9a 92 2a aro (Cin Lacs) Year ended Yearcaded ‘3st March, 2013 ‘31st March, 2012 216.79 wrss 30521374 307 1,060.30 T2708 1828 193 iaval NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the Year Ended 31st March, 2013 (contd) Cin Lacs) Year ended ‘3st March, 2013 31 OTHER EXPENSES ‘Consumption of Stores and Spare Parts 5.66 Povwerand Fuel 13249 Rent smiy Repairs Buildings 32.75 ~ Machinery 15.03, = Others 5930 Royalties 1,594.10 Reconting Expenses 112.06 (Carriage, Freight and Forwarding Charges 224.60, Rates & Taxes 176.82 Insurance 3208 ‘Travel and Conveyance 367.2 Advertisement and Sales Promotion 1319.76 Editorial Expenses 86.08 Printing & Publishing Expenses $9.19 Printing and Communication Expenses nen Bad Debts Advances writen off 256.06 Provision for Doubtful debts and Advances 268.62 Provision for Magazine Retums 1938 Loss on sal of Fixed Assets om LegaliConsultaney Expenses S748 Event Expense 583.57 Payment to Auditors 84.77 Miscellaneous Expense 699.22 7518. Share of Joint venture [Refer Note 33(6)} 66.16 ‘TOTAL Tae CIS Cin Lacs) Year ended Year ended 31st March, 2013 31st March, 2012 32. EXCEPTIONAL ITEMS —<——s || -—- Payment under Voluntary Retirement Scheme ama7 — Share of Joint venture [Refer Note 33(6)} ‘TOTAL wat = 33. The Consolidated Financial Statements have been prepared in accordance with Accounting Standard (AS) 21 ” Consolidated Financial Statements” and Accounting Standard (AS) 27. "Financial Reporting of Interests in Joint Ventures”, notified under Section 211 (3C) of the Companies Act 1956 (@) The subsidiaries {which along with Saregama India Limited (Parent Company) and jointly controlled entity constitute the Group] consideredin the preparation of these Consolidated Financial Statementsare Name ‘County of Incorporation Proportion of Proportion of ‘ownership interest covmersip interest favat 3st March, 2013 as. ist March, 2012 Saregama Pre United Kingdom 023% 70.23% RPG Global Music Limited Mauritius 100% 100% Kolkata Metro Networks Limited India 100% 100% (Open Media Network Private Limited Inia 100% 100% For preparation of these Consolidated Financial Statements, uniform accounting policies for lke transactions and other events in similar circumstances have been adopted and presented the extent possible inthe same manner asthe Parent Companys separate financial statements ‘Minority Interests inthe net os of aconsolidated subsidiary fr the eportng period hasbeen dentfiedand adjusted with he profitofthe Group,ee ee i NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the Year Ended 31st March, 2013 (contd) Ea a5 36 (©) Groups Interest in Joint Ventre (jointly controlled entity) is Name Saregama Regency Optimedia Private Limited ‘County of Incorporation Inia Proportion of ‘omership interest ast 3Ist March, 2013, 26% Proportion of covmersip interest asat 31st March, 2012 26% Interest in the Joint Venture is accounted for using proportionate consolidation, Capital commitments (net ofadvances of 814.72 Lacs; 31.03.12-¥11.05 Lacs) asat31st March, 2013 areestimated at €22.53 Lacs(31.03.12 =814.28Lacs) Guarantees given by Banks (Claims against the Group not acknowledged as debis in respect of = Copyright matters cis Income Tax matters Sales tax / value added tax / entry tax matters Excise duty maters Custom duty matters Interest at appropriate ate relating 1 excise duty mate, which isnot readily ascertainable. ‘The Subsidiary company ofthe Group, engaged in print media, is defending alaw suit iledby a party on account ofan ace published in its ‘weekly magazine, the amountof which snot curently ascertainable. Un-hedged exposures in foreign currencies Unsecured Loan - Extemal Commercial Borrowing Secured Loan - Buyers Credit Interest on unsecured oan Interest on secured lan Current Libilities Current Libilities Balances with Bank Current Assets Cin Lacs) eat ‘st March, 2013 Asa ‘31st March, 2012 150 150 24.85 6226 50,000.00 50,000.00 667.98 626.06 «ass 651.30 56.08 56.08 266.15, 266.75 ‘As at 3st March, 2013 ‘ASat 31st March, 2012 Foreign x Foreign x Currency Gn'Lacs) | | Currency (in‘Lacs) Gin'Laes) (eras) uss 365 198.69] | uss 3.05 186.88 Uss 0.208 ust] | uss 0125 638 Uss 0.45 2420 | | uss 037 1894 USS 0.0036 19 | | uss o.oo 007 AUS 0.2767 1s70 | | aus os 4397 USS 0.5900 32.09 — — USS 0.0004 02 | | uss o008 021 NIL. Mit | | usso.c009s 00s ‘The Company has adopted the intrinsic value method in keeping with the applicable regulatory pronouncements for accounting the stock ‘options granted as referred to in Notes 22, which has no impact onthe financial results of the Group. Had the fir value method been used in ‘keeping with the said pronouncement, net profit and earning per share (basic and diluted) fr the year would have been lower by about 0.06 Lac (Previous Year-netloss higher by€2.01 Lacs) and by Nil Previous Year -losper share higherby £0.01) respectively. Eywe NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the Year Ended 31st March, 2013 (contd) 137.2 Basic and Diluted Earnings per share Number of equity shares atthe beginning ofthe year Number of equity shares at the end of the year Weighted average numberof equity shares outstanding during the year Weighted average numberof equity shares for computing dliluted earings per share Nominal value of each equity share ®) Profit after Taxation and Minority Interests ‘ity shareholders in Lacs) Basic catmings per share @®) Diluted earnings per share (2) “Weighted a Year ended ‘st March, 2013 17,402,938 17,402,938 17,402,938 17,402,938 10 10.15 4.66 4.66 17,402,938, 17,402.38 17,402,938, 17,400,122 * wo Hos 063 063 andpending allotment) under Employees Stock Option Scheme referred oi Not2.2. 38 Segment Reportn Primary Segment information (Business Segments) eared Ss Mare 2013 sete 2 Kemet amin tame one 2 Sana noe tn am man a sua aot ws suse Business Segiments- The intemal business segmentation and activi rage numberof equity shares outstanding during the years adjusted forthe options outstanding (inckuding options exercised (in Lacs) Music: Manufacturing and sale of Music Cassettes and CompactDigital Discs, dealing with elated music rights Films/TV Seria Publication: Printing of printed! materia Production and saleitclecastbreadcast of films/TV serials, prerecorded programmes and dealing in i rights.Notes ” ee ee FORMING PART OF THE CONSOLIDATED FINANCIAL ‘Secondary Segment Information ( Geographical Segments) Segment Revenue = within India = outside India TOTAL Segment Assets = within India = outside India TOTAL Capital Expenditure = within India = outside India TOTAL STATEMENTS for the Year Ended SIst March, 2013 contd) “The Geographical Segments considered for disclosure are India and outside India * Payment under Voluntary Retirement Scheme relating to Musie Segment. (Refer Note 32 on Consolidted Financ 12 Months to 31.03.13 12 Months to 31.03.12 1624.70 15,179.36 amas $98.76 15095 TooTRS 1521747 16,385.93, “429.60 09823 15,647.07 TrOsa16 626.26 43587 66 a7 Statements) Related Party Disclosures in keeping with Accounting Standard (AS) 18 notified in the Companies Act, 1956 Name of Related Party Current Year Saregama Regency Optimed Prvate Lid (SROPL) ANagpal* (Managing Director of| Parent Company) S. Manta (Managing Director of| Parent Company) GB Aayeer@ (Executive Director of Parent Company) “Resigned with effect fom 6th April, 2012, ‘lined with effect fom Ist January, 2013, (@Appointed as Manager forthe period fom th pri, 201210 31st December, 2012 andas Executive Director with effect fom Ist January, 2013, Related Party Transactions ‘Contract manufacturing charges Rent Expenses Remuneration to Managerial Personnel Balance Outstanding at year end Other Current Assets “Trade Poyables Current Year Previous Year Current Year Previous Year Current Year Previous Year Current Year Previous Year Current Year Previous Year Joint Venture ROPL, 2231 50815 28 B28 sa 577 wos 10038 Previous Year sregama Regency Optimedia Privat Ltd (SROPL) A.Nagpal* (Managing Director of| Parent Company) 45.82 Nature of Relationship Joint Venture Company Key Management Personnel Key Management Personnel Key Management Personnel (in Lacs) Key Management Personnel S.Mantha Me. GB.Aayeer_-Mr.A. Nagpalwi NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the Year Ended 31st March, 2013 (contd) 40 (©) Rent income includes sub-Lease payments of €112.28 Lacs (Previous Yea (2) Rent and share of Joint Venture disclosed under Other Expenses (Note 31) includes lease payments of 8162.59 Lacs (31.03.2012 - 130.85 Lacs) and €12.33 Lacs (31.03.2012 -€ 12.07 Lacs) respectively relating to operating leases taken on or afer Ist April 2001 “These leasing arrangements range from less than an year to ten yearsand ae primarily inrespect of accommodation foremployees/ office premises, Thesignificant leasing arrangementintr alia include escalation clause and option for renewal (©) -Thetotal ffiutureminimum leasepayments under non-cancellable operating leases ‘Year ended Year ended Bist March, 2013 31st March, 2012 Share of ‘Share of Parent “Joint Parent “int Company Venture | | Company Venture Not later than one year 2018 1298 28.98 1150) Later than one year and not ater than five years 4420 ass 88 41s More than five years Ni Nil Nil Nil 167.52 Lacs) forthe yea elatng a sub-lease agreements se arrangements intr alia include esealation clauseoption for centered into by the Parent Company on or aftr 1st April, 2001. These renewal, (@)_Ason 31st March, 2013, 822.46 Lacs (Previous Year -€ 67.39 Lacs) is expected tobe received in respect of future minimum sublease ‘payments under noncancllabe sublease of Joint Venture® 25.69 Lacs 31.03.2012 26.53 Lacs) included in’ Reserve and Surplus’ (Note 3) represents Fixed Capital Investment Subsidy received inearlieryear. Provious yea’ figures have heen regrouped or rearranged, where considered necessary, to conformto current years classification Signature to Note 140442 For Price Wateshouse (On behalf ofthe Board Fim Registration No. 301112 E ‘Chartered Accountants (nai Chowdhury) Partner 1. Paul S. Mantha GB Aayeer May 27,2013 “Membership No. - 087572 Company Secretary Managing Diector Direcioree ee (CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013, A. Cash Flow from Operating Activities Profit Before Tax Aaustments for: Depreciation and Amortisation Expenses ad debts / Advances written off Provision for Doubtful Debs / Advances Interest Expenses et ib Provision for Doubtful Debs / Advances no longer required written bac. sno longer ruired written back Interest Income Unrealsed (G Loss on sle of Fixed Assets (Net) (Profit) on sale of Long Term Investments Dividend from Long Term Investments-Other than Trade in)! Loss on foreign curency transationstransation Operating Profit before Working Capi Changes ‘Changes in Working C: pital (Decrease) in Trade payables Increase in Provisions Increase | (Decrease) in Other Current Liabilities Increase / (Decrease) in Other Long term Liabilities (lncrease) in Trade and other Receivables (ncrease) / Decrease in Inventories (Gncrease) in Loans and Advances Decrease in Other Non-Current Assets ‘Cash generated from operations Direct Taxes (Paid) / Refunds Net ca generated from operating activities ‘Cash Flow from Investing Activities Purchase of Fixed assets Proceeds from | transfer for) Fixed Capital Investment Subsidy Sale of Fixed assets ‘of non current Investments-Other than trade Interest Received Dividend from Long Term Investments-Other than Trade Net used in Investing Activities Cin Lacs) ‘Year ended st March, 2013 mst 120422 256.06 268.62 2149 492.59) 205.66) (108.92) 9.36 94 725) 1am 195601 (15637) 394 sonst 040 (81.65) 47794 1,020.08) 158 (980.23) 97578 379.48) 596.13, (62623) (oss) 138 95.68 mas (446.79) Yeur ended 31st March, 2012 961.62 1241.88 m2 3812 400.88 4483.99) (25.00) (0942) (4939) 275 (046) (ost Loss 26980 (0739) 306.45 amis) 203) (29547) (2965) (509.23) o78 (1308.52) T8138 (047.14) 38g 4425) 133) 301 079 43 oust 600.54)wah CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 3IST MARCH, 2013 (contd) Tinta Yearcnded Yor ened ist Mare, 2013 ist Mah 2012 C.-Cash Flow from Financing Activites _ Repayment of Long Term Borrowings (856.48 (84193) Repayment of Short Tem Borrowings — (60.00) Proceeds rom Long Term Borowings ust am Proceeds from Shor term borrowings Lonai e919 Interest. pid (280.6 69926 Stare application money refined relating o Rights sue (2005) = 0) ‘et Cash Used in Financing Activites ans) fore} ‘Net Inceasl(Decreas) in Cash and Cash Equivalents (AVC) 3539 (634.66) (Cash and Cash Equivalent tthe begnnng ofthe year haan 1480.77 (Cash and Cash Equivalents atthe end ofthe year as aaa Notes to Consolidated Cash Flow Statement for the Year ended 3st March, 2013 |The above Consolidated Cash Flow Statement hasbeen prepared under the Indirect Method as stout the Accounting Standard 3. on “Cash Flow Statements prescibedunderthe Companies Act, 1986 flndia 2 Cashand Cash equivalents comprise of = Cin Lacs) Neat Asa 3ist March, 2013 31st March, 2012 (Cash on hand 338 424 (Cheques om hand m0 145.65 Bank Balance 1,069.48, 962.63 ‘Unpaid Dividend @ 13 131 Right Issue Account @ — 1.86 ‘Share of Joint venture 02s oa [Note 33 by) to the Consolidated Financial Statement] ‘TOTAL, Tasso Tire @ Represents not available for use by the Company. 3 Previous year's figureshave beenregrouped/rearanged, where considered necessary ‘This isthe Consolidated Cash Flow Statement refered to in our report of even date For Price Wateshouse (On behalf ofthe Board Firm Registration No. 301112 E ‘Chartered Accountants (Pinas Chowdhury) Kolkata Partner 1. Paul S.Mantha BAayecr May 27,2013 Membership No, -057572 Company Secretary Managing Director DireciorECCT twats we ‘STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATED TO SUBSIDIARY COMPANIES Cin Lacs) ‘Name ofthe Subsidiary Saregama Ple- RPG Global Kolkata Metro ‘Open Medi Music Lid, Networks Ltd, Network Pvt. Ltd. | Financial year ofthe subsidiary ended on Year ended Year ended Year ended Year ended Bist March, 2013 31st March, 2013 31st March, 2013 31st March, 2013 2. Shares ofthe subsidiary held by the (Company on the above date (@) Number and Face value 7012222 2.314.885 50,000 10,000 Equity shares Equity shares Equity shares Equity shares ofl penceeach, of USS Teach, of F 10 each, of 10 cach, fully pi fully paid fully paid fully paid (©) Extent of holding 0.23% 00.00% 10.00% 10.00% 3. Netaggregate amount of profits(losses) ofthe subsidiary for the above financial year not dealt with in the Company/s (forthe finan (GBP 259,933) (56.65) mn 1283.18) (forthe previous financial yearsperiod (GBP 1,160,715), 137478) 148.06) 540251) since it became a subsidiary 4. Netaggregate amount of profits(osses) ofthe subsidiary for the above financial year dealt with in the Company's accounts @ Nil Nil Nil Nil (i) forthe previous financial yeasperiod since it GBP 98,172 Nil Nil Nil became a subsidiary (On behalf ofthe Board 1. Paul S. Mantha GB Aayeer May 27,2013 Company Secretary Managing Director Direcior Be1956, mt “The information in aggregate for each subsidiary including subsidiaries of subsidiaries ofthe Company’ in terms of direction under 212(8) ofthe Companies Act, wei) LOC UE SAN, L CMO nated D = [=n = TL TF a a Pane or ra 7 oo saunas “ua sowun | “owen sun saney on] soupsmy | rene | anata