Your Directors are pleased to present the Seventy-Sixth Annual Report
of Saregama India Limited along with the Revised audited financial statements for the year
ended 31st March, 2023.
1. FINANCIAL HIGHLIGHTS
A) The performance of your Company for the year ended 31st
March, 2023 is summarized below:
|
Consolidated |
Standalone |
Consolidated |
Standalone |
|
Year ended 31st
March, 2023 |
Year ended 31st
March, 2023 |
Year ended 31st
March, 2022 |
Year ended 31st
March, 2022 |
Total income |
79,025.25 |
74,848.47 |
61,101.97 |
60,171.84 |
Profit/(Loss) from continuing operations |
24,807.77 |
24,317.62 |
21,618.25 |
20,199.18 |
Exceptional item |
NIL |
NIL |
NIL |
NIL |
Provision for Contingencies |
NIL |
NIL |
NIL |
NIL |
Profit before tax from continuing operations |
24,807.77 |
24,317.62 |
21,618.25 |
20,199.18 |
Provision for Taxation |
|
|
|
Current tax |
6,270.99 |
6,186.07 |
5,029.14 |
4986.3 |
Deferred Tax Charged / (Credit) |
31.59 |
83.72 |
149.26 |
171.44 |
Profit for the year from continuing operations |
18,505.19 |
18,047.83 |
16,439.85 |
15,041.44 |
Profit before tax from discontinued operations |
- |
- |
-1,177.01 |
- |
Tax expense of discontinued operation |
- |
- |
-1.72 |
- |
Profit from discontinued operation after tax |
- |
- |
-1,175.29 |
- |
Total profit for the year |
18,505.19 |
18,047.83 |
15,264.56 |
15,041.44 |
Interim Dividend |
5,784.28 |
5,784.28 |
5,784.28 |
5,784.28 |
Transfer to general reserve |
NIL |
NIL |
NIL |
NIL |
Free Reserves |
1,22,253.76 |
1,21,582.17 |
1,17,058.66 |
1,16,641.12 |
Your Board is pleased to report a profit of Rs. 18,047.83 Lakhs on a
standalone basis for the FY 2022-23.
B) Reserves
There is no amount proposed to be transferred to the Reserves.
C) Operations/ State of Company's Affairs/ Nature of Business
The operations/ state of the company's affairs/ nature of business
forms part of the Management Discussion and Analysis Report forming part of this Annual
Report.
D) Dividend
The Board of Directors of the Company at their Meeting held on Friday,
20th January, 2023 has declared an Interim Dividend of Rs. 3/- per equity share
(i.e 300 % on the face value of Re. 1/- per equity share), for the financial year ended 31st
March, 2023. The total payout towards equity dividend for FY 2022-23 aggregated to Rs.
5,784.28 Lakhs. The said Interim Dividend was paid on and from Tuesday, 14th
February, 2023.
The dividend recommendation is in accordance with the Dividend
Distribution Policy of the Company. The Dividend Distribution Policy, in terms of
Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ('SEBI Listing Regulations') is available on the Company's website and can be
accessed at:
(Weblink:
https://r.sareqama.com/resources/pdf/investor/dividend_distribution_policy_sareqama_india_limited.PDF)
There has been no change in the policy during the year. The Notice
convening the 76th Annual General Meeting ('AGM') of the Members of the Company
includes an item no. 2 for confirmation of the said interim dividend.
E) Subsidiaries, Associate and Joint Ventures
The Company has 5 subsidiaries and 1 Joint Venture (under liquidation
effective 19th September, 2016) as on 31st March, 2023. Two
Subsidiaries namely, Open Media Network Private Limited and Digidrive Distributors Limited
have been ceased to be the subsidiary of Saregama India Limited effective from appointed
date (i.e. 1st April, 2022) pursuant to the Scheme of Arrangement between
Saregama India Limited and Digidrive Distributors Limited and their respective
shareholders and creditors, under Sections 230 to 232 and other applicable provisions of
the Companies Act, 2013 and as approved by the Hon'ble National Company Law Tribunal,
Kolkata Bench.
F) Scheme of Arrangement Between Saregama India Limited And Digidrive
Distributors Limited
a. The Company had filed an application before the Hon'ble National
Company Law Tribunal, Kolkata Bench ('NCLT') to obtain orders for convening and/or
dispensing meetings of shareholders and creditors of Saregama India Limited ('Demerged
Company') and Digidrive Distributors Limited ('Resulting Company') in connection with a
Scheme of Arrangement ('Scheme') proposed to be made between the Demerged Company and the
Resulting Company and their respective shareholders and creditors under Sections 230 to
232 read with other applicable provisions of the Companies Act, 2013 ('Act') for demerger
of the Demerged Undertaking, being the E-Commerce Distribution Business (as defined in the
Scheme) of the Demerged Company, to the Resulting Company in the manner and on the terms
and conditions stated in the said Scheme.
b. By an order dated 18th November, 2022, the Hon'ble NCLT
directed convening and holding of meeting of Equity Shareholders of the Demerged Company
on Wednesday, 21st December, 2022 at 11:00 a.m. through video conferencing or
other audiovisual means, for the purpose of approving the proposed Scheme. At the said
NCLT convened Equity Shareholders' meeting, the Equity Shareholders of the Demerged
Company approved the said Scheme by requisite majority.
c. Thereafter, the Demerged Company and the Resulting Company filed
confirmation petition under Section 230(6) read with Section 232(3) of the Act before the
Hon'ble NCLT seeking orders/ directions for sanction of the proposed Scheme. The final
hearing of the confirmation petition was fixed on 28th April, 2023. After the
hearing, the Hon'ble NCLT reserved the confirmation petition for pronouncement of order.
On 22nd June, 2023, the Hon'ble NCLT sanctioned the Scheme and the appointed
date fixed by the Hon'ble NCLT to give effect to the Scheme is 1st April, 2022.
The certified copy of the order sanctioning the Scheme was obtained by the Company on 26th
June, 2023.
d. The Demerged Company has duly filed certified copy of the order of
the Hon'ble NCLT, sanctioning the Scheme, by filing Form INC -28 with the Registrar of
Companies, West Bengal on 12th July, 2023 for giving effect to the Scheme.
e. In terms of the Scheme, the Demerged Undertaking, being the
E-Commerce Distribution Business along with other identified non-core assets (as defined
in the Scheme) is being demerged, transferred and vested from the Demerged Company into
the Resulting Company, on a going concern basis (with effect from the Appointed Date 1st
April, 2022) and in consideration thereof, the Resulting Company shall issue its equity
shares to the equity shareholders of the Demerged Company in the manner as provided for in
the Scheme as follows:
1 (One) fully paid up equity share of Rs. 10/- (Rupees Ten only) each
of the Resulting Company, credited as fully paid up, for every 5 (Five) equity shares of
Re. 1/- (Rupee One only) each held in the Demerged Company
f. In terms of the Scheme, upon allotment, the entire pre-scheme share
capital of the Resulting Company as held by the Demerged Company, shall be cancelled and
the Resulting Company will cease to be a subsidiary of the Demerged Company. Further,
pursuant to the Scheme becoming effective and upon the investment held by the Demerged
Company in Open Media Network Private Limited ('OMNPL') being demerged
and transferred as part of the E-Commerce Distribution Business along with other
identified non-core assets to the Resulting Company, OMNPL ceased to be a subsidiary of
the Demerged Company.
g. The Demerged Company in consultation with the Resulting Company
mutually fixed Thursday, 27th July 2023, as the Record
Date for the purpose of determining the shareholders of the Demerged
Company, who will receive the equity shares of the Resulting Company, pursuant to the
Scheme. The said equity shares issued by the Resulting Company will be listed on the BSE
Limited and the National Stock Exchange of India Limited.
G) Consolidated Financial Statements
The Consolidated Financial Statements of the Company and its
subsidiaries have been prepared in accordance with the provisions of the Companies Act,
2013 ('the Act') read with the Companies (Accounts) Rules, 2014, applicable Accounting
Standards and the SEBI Listing Regulations and it forms part of the Annual Report.
Pursuant to Section 129 (3) of the Act, a statement containing the salient features of the
financial statements of the subsidiary companies for the FY 2022-23 is attached to the
Financial Statements in Form AOC-1.
Further pursuant to the provisions of Section 136 of the Act, the
standalone financial statements of the Company, consolidated financial statements along
with relevant documents and separate audited accounts in respect of subsidiaries are
available on the website of the Company at www.saregama.com under the section 'Investor
Relations'. Members desirous of obtaining the Accounts of the Company's subsidiaries may
obtain the same upon request by email to the Company's email id - co.sec@saregama.com.
2. SHARE CAPITAL
At the beginning of the financial year, the issued, subscribed and
paid-up Equity Share Capital of the Company was Rs. 19,28,09,490 divided into 1,92,80,949
shares of Rs. 10/- each.
Further, pursuant to the Special Resolution passed by the Members of
the Company by way of Postal Ballot on 31st March, 2022, the Company has
sub-divided (split) its equity share of the face value of Rs. 10/- each (fully paid-up)
into 10 (ten) equity shares of face value of Re. 1 /- each (fully paid-up).
At the end of the financial year, the issued, subscribed and paid-up
Equity Share Capital of the Company was Rs. 19,28,09,490 divided into 19,28,09,490 shares
of Re. 1/- each.
3. CORPORATE GOVERNANCE
Your Company has adopted a Code of Conduct ('the Code') for its
Directors and Senior Management personnel, who have affirmed compliance with the Code. The
adoption of the Code stems from the fiduciary responsibility that the Directors and the
Senior Management have towards the stakeholders of the Company. Your Board of Directors
are committed to good governance practices based on principles of integrity, fairness,
transparency and accountability for creating long-term sustainable shareholder value.
Further, a separate Report on Corporate Governance as prescribed under
the SEBI Listing Regulations together with a certificate from M/s. MR and Associates,
Practicing Company Secretary is set out in the 'Annexure - E' forming part of this Annual
Report.
4. QUALIFIED INSTITUTIONAL PLACEMENT (QIP)
During the year ended 31st March, 2022, the Company had
allotted and issued 18,50,937 equity shares of Rs. 10/- each at an issue price of Rs.
4,052/- per equity share, aggregating to Rs. 750 Crores (including securities premium of
Rs. 748.15 Crores) on 10th November, 2021. The aforesaid issuance of equity
shares was made through a QIP in terms of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR Regulations)
as amended, Section 42, Section 62, and other relevant provisions of the Act.
Out of the total funds raised through QIP, the unutilized funds
aggregating to Rs. 710.48 Crores were temporarily invested in liquid investments i.e.,
mutual funds and bank deposits and that there was no deviation(s) or variation(s) in the
use of proceeds of the QIP.
5. SUB-DIVISION (SPLIT) OF EQUITY SHARES OF THE COMPANY
Pursuant to the Special Resolution passed by the Members of the Company
by way of Postal Ballot through electronic means on 31st March, 2022, the
Company has sub-divided its Equity Shares of face value of Rs. 10/- each (fully paid up),
into 10 (Ten) Equity Shares of face value Re. 1/- each (fully paid-up), effective from 28th
April, 2022. Hence, shares have now been adjusted on account of sub-division of share done
by the Company.
6. ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as
on 31st March, 2023 is available on the website of the Company and can be
accessed at https://www.saregama.com/static/investors.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL/ SENIOR MANAGEMENT PERSONNEL
A) Retire by Rotation
In accordance with the provisions of the Act none of the Independent
Directors are liable to retire by rotation.
As per the provisions of Section 152 of the Act, Mrs. Preeti Goenka
(DIN: 05199069), Non-Executive Director is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, seeks herself for re-appointment as a Director
of the Company. The Board on the recommendation of Nomination and Remuneration Committee
has recommended the said reappointment.
B) Key Managerial Personnel
The following are the changes in the Key Managerial Personnel of the
Company, as per the provisions of Section 2(51) and Section 203 of the Act, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Change in Financial Officer (CFO): During the year under review, the
Company has appointed Mr. Pankaj Mahesh Chaturvedi as the CFO with effect from 11th
April, 2022, and Mr. Vineet Garg, the erstwhile CFO of the Company relinquished his office
as the CFO of the Company with effect from 10th April, 2022.
Company Secretary (CS): During the year under review, Ms. Kamana Goenka
resigned as the Company Secretary & Compliance Officer with effect from 10th
June, 2022 due to personal reasons. Ms. Priyanka Motwani, a member of the Institute of
Company Secretaries of India, was appointed as the Company Secretary & Compliance
Officer of the Company with effect from 2nd August, 2022.
C) Remuneration / Commission drawn from Holding / Subsidiary Company
None of the Directors of the Company have drawn any
remuneration/commission from the Company's holding Company/ subsidiary Companies.
D) Declaration by Independent Directors
The Company has received the necessary declarations from each of the
Independent Director under Section 149(7) of the Act, that he/she meets the criteria of
independence laid down in Section 149(6) of the Act and Regulation 25(8) of the SEBI
Listing Regulations and there has been no change in the circumstances which may affect
their status as independent director during the year. The Board has taken on record these
declarations after undertaking the due assessment of the veracity of the same.
E) Board Evaluation
Pursuant to the provisions of the Act and the corporate governance
requirements as prescribed by SEBI Listing Regulations, the Board of Directors ('Board')
has carried out an annual evaluation of its performance and that of its committees and
individual Directors.
The Board evaluation was conducted through questionnaire designed with
qualitative parameters and feedback based on ratings.
The criteria for performance evaluation of the Board included aspects
like Board composition and structure; effectiveness of Board processes, information and
functioning etc. The criteria for performance evaluation of Committees of the Board
included aspects like the composition of Committees, effectiveness of committee meetings
etc. The criteria for performance evaluation of the individual Directors included aspects
on contribution to the Board and Committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
In the opinion of the Board, the Independent Directors of the Company
possess relevant expertise and experience (including the proficiency).
F) Independent Directors Meeting
A separate meeting of the Independent Directors without the presence of
the Chairman, the Managing Director or other Non-Independent Director(s) or any other
Management Personnel was held on 19th January, 2023.
The Independent Directors reviewed the performance of Non-Independent
Directors, Committees of the Board and the Board as a whole along with the performance of
the Chairman of the Company and assessed the quality, quantity and timeliness of flow of
information between the management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.
G) Familiarisation Programme for Independent Directors
In accordance with the Code of Conduct for Independent Directors
specified under the Act and the SEBI Listing Regulations, the Company has in place a
familiarisation programme for all its Independent Directors. Such familiarisation
programmes help the Independent Directors to understand the Company's strategy, business
model, operations, markets, organisation structure, risk management etc. and such other
areas as may arise from time to time. The policy on the familiarisation programmes
imparted to the Independent Directors is posted on the website of the Company and may be
accessed at:
(Weblink:
https://r.sareqama.com/resources/pdf/investor/familiarization_proqramme_for_independent_director.pdf)
8. POLICIES
A) Vigil Mechanism/Whistle Blower Policy
In compliance with the provisions of Section 177(9) of the Act and SEBI
Listing Regulations, the Company has framed a Whistle Blower Policy establishing vigil
mechanism, to provide a formal mechanism to the Directors and employees to report their
concerns about unethical behaviour, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy. Besides, as per the requirement of Clause 6 of
Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations as amended by SEBI
(Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company ensures to
make employees aware of such Whistle blower Policy to report instances of leak of
unpublished price sensitive information. The Policy provides for adequate safeguards
against victimization of employees who avail of the mechanism and also provides for direct
access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the
Company have been denied access to the Audit Committee and there was no such reporting
during the FY 2022-23. The policy of vigil mechanism is available on the Company's website
and can be accessed at:
(Weblink:
https://r.saregama.com/resources/pdf/investor/whistle_blower_policy.pdf)
B) Nomination and Remuneration Policy
In compliance with the requirements of Act and Rules made thereunder
and pursuant to Regulation 19 of the SEBI Listing Regulations read with Schedule II Part D
to the said Regulations, the Board of Directors has a Nomination and Remuneration Policy
for its Directors, Key Managerial Personnel, Functional Heads and other employees of the
Company. The said Policy is available on the Company's website and can be accessed at:
(Weblink:
https://r.sareqama.com/resources/pdf/investor/Nomination_and_remuneration_policy.pdf)
The salient features and objectives of the policy are as follows:
To formulate the criteria and terms to determine qualifications,
attributes and independence of Directors;
To identify the qualification, key attributes and profile
required of persons who may be appointed in Senior Management and Key Managerial
positions;
To recommend remuneration of the Directors, Key Managerial
Personnel and Senior Management employees and other employees based on the Company's size
of business, financial position and trends and practices prevailing in similar companies
in the industry;
To devise mechanism and carry out evaluation of the performance
of Directors;
To devise and achieve diversity on the composition of Board, an
essential element to support quality of performance;
To prepare policies or principles to retain, motivate and
promote talent and create a sense of participation and ownership;
To carry out such other functions as is mandated by Board of
Directors from time to time or is enforced by any statutory notification, amendment, or
modification as may be applicable;
To perform such other functions as may be necessary or
appropriate for the performance of duties.
C) Corporate Social Responsibility (CSR)
In accordance with Section 135 of the Act, as amended read with the
Notification issued by the Ministry of Corporate Affairs and the rules made thereunder,
the Company has formulated a Corporate Social Responsibility Policy, a brief outline of
which, along with the required disclosures, is given in 'Annexure - A', which is annexed
hereto and forms a part of the Board's Report.
The Company, along with other companies of the Group, has set up the
RP-Sanjiv Goenka Group CSR Trust to carry out CSR activities. The detail of the CSR Policy
is also posted on the Company's website and may be accessed at:
(Weblink: https://r.sareqama.com/resources/pdf/investor/csr_policy.pdf)
D) Dividend Distribution Policy
The Company has adopted a Dividend Distribution policy in terms of
Regulation 43A of SEBI Listing Regulations which is available on the Company's website can
be accessed at:
(Weblink:
https://r.sareqama.com/resources/pdf/investor/dividend_distribution_policv_SIL.pdf)
E) Risk Management Policy
The Company has constituted a Risk Management Committee consisting of
Board Members and Senior Manager Personnel which is authorised to monitor and review Risk
Management plan and risk certificate. The Committee is also empowered, inter alia, to
review and recommend to the Board the modifications to the Risk Management Policy.
The Company has prepared a Risk Management policy to identify, evaluate
the internal and external risks and opportunities in particular financial, operational,
sectoral, sustainability (particularly, ESG related risks), information and cyber security
risks. The policy also includes the business continuity plan and the measures to be
undertaken for risk mitigation including systems and processes for internal control of
identified risks.
Risk Management Policy enables the Company to proactively manage
uncertainties and changes in the internal and external environment to limit negative
impacts and capitalise on opportunities. The Company has laid down a comprehensive Risk
Assessment and Minimisation Procedure in accordance with the requirements of the Act and
the SEBI Listing Regulations, which is reviewed by the Risk Management Committee, and
approved by the Board from time to time.
9. BOARD MEETINGS AND AUDIT COMMITTEE COMPOSITION
During the period under review, 5 (five) Board Meetings were held,
details of which are given in the Corporate Governance Report forming part of this Annual
Report as Annexure - E'. The intervening gap between the meetings was within the period
prescribed under the Act and Regulation 17 of SEBI Listing Regulations.
At the beginning of the financial year, the Board had Nine (9)
committees, namely, Audit Committee ('AC'), Nomination and Remuneration Committee ('NRC'),
Corporate Social Responsibility ('CSR') Committee, Stakeholders' Relationship Committee
('SRC'), Risk Management Committee ('RMC'), Finance Committee, Fund Raising Committee,
Sub-Committee(Share transfer Committee) and Committee of Independent Directors.
During the financial year, the Fund Raising Committee, which was
previously established on 16th September 2021, to oversee and manage matters
related to fundraising activities, has been dissolved on 2nd August, 2022.
Details of the composition of the Board and its Committees and changes
therein, and details of the Meetings held, attendance of the Directors at such Meetings
and other relevant details are provided in the Corporate Governance Report forming part of
this Annual Report as 'Annexure - E'.
Further there were no instances where the Board has not accepted the
recommendations made by the Audit Committee during the year under review.
The Audit Committee comprises of following members:
Name of the Member |
Position |
Category of Director |
Mr. Umang Kanoria |
Chairperson |
Non-executive Independent Director |
Mr. Noshir Framjee |
Member |
Non-executive Independent Director |
Mr. Santanu Bhattacharya |
Member |
Non-executive Independent Director |
Note - Further, details relating to the Audit Committee are provided in
the Corporate Governance Report forming part of the Annual report.
10. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed to the Report as 'Annexure -
B'.
Details of employee remuneration as required under provisions of
Section 197 of the Act and the Rule 5(2) and 5(3) of the aforesaid Rules are provided in
the Annexure forming part of the Report. In terms of the proviso to Section 136 (1) of the
Act, the Report and Accounts are being sent to the Members excluding the aforesaid
Annexure. The said annexure is also available for inspection by the Members at the
Registered Office of the Company during business hours on working days of the Company. Any
Member interested in obtaining a copy of the same may write to the Company Secretary at
co.sec@saregama.com.
None of the employees listed in the said Annexure are related to any
Director of the Company.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of the loans given, investments made, guarantees given or
securities provided during the year and the purpose for which the loans / guarantees /
securities are proposed to be utilized by the recipient of such loan / guarantee /
security is given in Note 11.5 and 43 to the standalone financial statements.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts or arrangements or transactions entered by the Company
with the Related Parties during the financial year were in compliance with the applicable
provisions of the Act and the SEBI Listing Regulations. All such contracts or
arrangements, were entered into in the ordinary course of business and at arm's length
basis and approved by the Audit Committee.
Further, there were no material contracts or arrangements or
transactions entered by the Company with the Related Parties during the financial year.
Therefore, the Form AOC-2 is not applicable on the Company.
13. RISK MANAGEMENT
Risk Management is the process of identification, assessment and
prioritisation of risks followed by coordinated efforts to minimise, monitor and
mitigate/control the probability and/or impact of unfortunate events or to maximise the
realisation of opportunities.
The Company is exposed to inherent uncertainties owing to the sectors
in which it operates. A key factor in determining a company's capacity to create
sustainable value is the risks that the company is willing to take (at strategic and
operational levels) and its ability to manage them effectively. Many risks exist in a
company's operating environment and they emerge on a regular basis. The Company's Risk
Management process focuses on ensuring that these risks are identified on a timely basis
and addressed.
The Company is well aware of the above risks and as part of business
strategy has put in a mechanism to ensure that they are mitigated by timely action. The
Company has a Risk Management framework to identify, evaluate business risks and
opportunities. This framework seeks to create transparency, minimize adverse impact on the
business objectives and enhance the Company's competitive advantage. In the opinion of the
Board, there are no such risks, which may threaten the existence of the Company.
14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal financial control systems in all
areas of operation. The Board of Directors have adopted policies and procedures for
ensuring the orderly and efficient conduct of business, including adherence to the
Company's policies, safeguarding of its assets, prevention and detection of frauds and
errors, ensuring accuracy and completeness of the accounting records and timely
preparation of reliable financial information. The services of internal and external
auditors are utilised from time to time, in addition to the in-house expertise and
resources. The Company continuously upgrades these systems in line with the best practices
in the industry.
15. AUDITORS
A) Statutory Auditors
In terms of Section 139 of the Act, read with the Companies (Audit and
Auditors) Rules, 2014, M/s B S R & Co. LLP, Chartered Accountants (ICAI Registration
No. 101248W/W-100022), were re-appointed as the Statutory Auditors of the Company for a 2nd
term of five consecutive years, from the conclusion of the 75th AGM till the
conclusion of the 80th AGM of the Company to be held in the year 2027. The
Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of
the Company.
The Report given by M/s B S R & Co. LLP, Chartered Accountants on
the financial statement of the Company for the year 20222023 is part of the Annual Report.
The Notes on financial statement referred to in the Auditors' Report are self-explanatory
and do not call for any further comments. The Auditors' Report does not contain any
qualification, reservation, adverse remark, or disclaimer. During the year under review,
the Auditors have not reported any matter under Section 143 (12) of the Act.
B) Internal Auditors
Pursuant to the provisions of Section 138 of the Act read with the
Companies (Accounts) Rules, 2014, M/s. PricewaterhouseCoopers Services LLP, were appointed
as Internal Auditors to undertake internal audit of the Company for FY 2022-23.
C) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s M R and
Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditor to
undertake Secretarial Audit of the Company for the FY 2022-23.
The Secretarial Audit Report for the FY 2022-23 as required under the
Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the SEBI Listing Regulations, is set out in 'Annexure - C' to this
Report.
D) Cost Auditors
The Board of Directors, on the recommendation of the Audit Committee,
has appointed M/s. Shome & Banerjee, Cost Accountants (Firm Registration No 000001) as
Cost Auditors to conduct the audit of Company's cost records for the financial year ended
31st March, 2023.
Further, Pursuant to section 148 and applicable provisions of the Act,
read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to
appoint a cost auditor for audit of cost records maintained by the Company in respect of
the financial year ending 31st March, 2024. The Directors of the Company have
on the recommendation of Audit Committee appointed M/s. Shome and Banerjee, Cost
Accountants, as the Cost Auditor of the Company to audit the cost records for the
financial year ending 31st March, 2024. Remuneration payable to the Cost
Auditor is subject to ratification by the members of the Company. Accordingly, a
resolution seeking members' ratification for the remuneration payable to M/s. Shome and
Banerjee, Cost Accountants, is included in the Notice as item no. 4 convening the 76th
Annual General, along with relevant details, including the proposed remuneration.
16. MAINTENANCE OF COST RECORDS
Pursuant to the provisions of Section 148 of the Act, read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company
is required to maintain Cost Records under Rule 3 of the said Rules. Accordingly, the
Company has duly maintained the Cost Records in the format prescribed under Rule 5 of the
said Rules.
17. DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring
compliances with the provisions of section 134(3)(c) read with section 134(5) of the Act
in the preparation of the annual accounts for the year ended on 31st March,
2023 and to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual accounts for the financial year
ended 31st March, 2023, the applicable accounting standards have been followed
and there are no material departures;
b) appropriate accounting policies have been selected and applied
consistently and judgments and estimates have been made that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for the period;
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) internal financial controls laid down by the Directors have been
followed by the company and such internal financial controls are adequate and were
operating effectively; and
f) proper systems to ensure compliance with the provisions of all
applicable laws are in place and such systems were adequate and operating effectively.
18. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual outflows is given below:
Particulars |
Current Year |
Previous Year |
Foreign Exchange used |
6,233.61 |
6,651.25 |
Foreign Exchange earned |
27,798.58 |
17,909.74 |
19. RATIO ANALYSIS
KEY RATIOS |
STANDALONE |
|
|
March 2023 |
March 2022 |
Net Profit Margin |
26.0% |
26.0% |
Operating Profit Margin |
29.0% |
31.0% |
Debt to Equity Ratio |
- |
- |
Interest Coverage Ratio |
860.9 |
572.2 |
Current Ratio |
4.1 |
5.0 |
Debtor Turnover (Days) |
79.5 |
69.0 |
Inventory Turnover (Days) |
209.8 |
154.9 |
Return on Networth |
14.6% |
12.7% |
Note:
1 Inventory turnover ratio is higher due to lower retail sales volume
and higher number of digital films under production.
2 Interest Coverage ratio and Debt-Equity Ratio are not relevant for
the current year as company has zero debt as on 31st March, 2023
3 Increase in Return on Networth is due to high profits for the year.
20. EMPLOYEES STOCK OPTION SCHEME 2013
The Company grants share-based benefits to eligible employees with a
view to attract and retain the best talent, encourage employees to align individual
performances with Company objectives, and to promote increased participation by the
employees in the growth of the Company. With a view to providing an opportunity to the
employees of the Company to be a part of the growth story of Company, they had introduced
the 'Saregama Employee Stock Option Scheme 2013' ('Scheme'). The Scheme is applicable to
all eligible employees and directors of the Company and its subsidiary companies. The
Scheme is in compliance with the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, as amended ('SBEB&SE
Regulations').
At the Meeting of the Board of Directors held on 27th July
2023, subject to the approval of Members of the Company, the approval of the board of
directors was accorded to the amendment of the Scheme to incorporate the following: (i)
changes to the clauses of the Scheme which accord ease in administering the Scheme; (ii)
changes to the clauses relating to vesting period, i.e., such that the vesting criteria
and period of the options granted to an eligible employee shall be determined by the
Nomination and Remuneration Committee and communicated to the eligible employees in the
respective letter of grant.; (iii) clarification to the provisions relating to treatment
of options in case of corporate action and providing clarification thereof; (iv) increase
in the number of options available for grant under the Scheme from 5% of the issued and
subscribed share capital of the Company on the date of the introduction of the Scheme, 26th
July, 2013 to 5% of the issued and subscribed share capital of the Company on the date of
this special resolution, that is as on 31st August, 2023; and (v) changes to
certain clauses in order to bring the provisions of the Scheme in line with the
SBEB&SE Regulations, including the manner in which options are to be dealt with in the
event of death or permanent disability of an employee.
During the period under review, the Nomination and Remuneration
Committee granted 14,00,000 stock options to the eligible Employees under the Scheme. The
Company, during the year, allotted directly / through the employee welfare trust, 1,80,000
fully paid equity shares, upon exercise of the stock options by eligible employees under
the Scheme. Applicable disclosures relating to Employees Stock Options as at 31st
March, 2023, pursuant to SBEB&SE Regulations, have been placed on the website of the
Company at https://www.sareqama.com/static/investors.
The Certificate from the Secretarial Auditors of the Company certifying
that the Scheme is being implemented in accordance with the SBEB&SE Regulations shall
be placed at the Annual General Meeting.
21. SHARES IN ABEYANCE
Out of 53,38,628 equity shares of face value Rs. 10/- each issued for
cash at a premium of Rs. 35/- (issue price- Rs. 45/-) pursuant to the Rights Issue in
2005, allotment of 5,290 equity shares of face value Rs. 10/- each (equivalent to 52,900
equity shares of face value Re. 1/- each as on 31st March, 2023 after
considering the effect of sub-division) (relating to cases under litigation/ pending
clearance from the concerned authorities) are kept in abeyance as on 31st
March, 2023.
22. LOAN FROM DIRECTOR OR DIRECTOR'S RELATIVES
During the year under review, there is no loan taken from the Directors
or their relatives by the Company.
23. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Regulation 34 of SEBI Listing Regulations requires top 1000 listed
entities based on market capitalization (calculated as on 31st March of every
financial year), a Business Responsibility and Sustainability Report describing the
initiatives taken by them from an environmental, social and governance perspective, in the
format as specified by the SEBI from time to time.
The BRSR seeks disclosure on the performance of the Company against
nine principles of the 'National Guidelines on Responsible Business Conduct' ('NGRBCs').
Since Saregama India Limited falls in Top 1000 listed entities as on 31st
March, 2023, Business Responsibility and Sustainability Report for the year ended 31st
March, 2023 as stipulated under Regulation 34(3) of SEBI Listing Regulations is separately
given and forms part of the Annual report as 'Annexure-D'.
24. MANAGEMENT DISCUSSION AND ANALYSIS
In compliance with Regulation 34 of the SEBI Listing Regulations, the
Management Discussion and Analysis for the year under review is presented in a separate
section forming part of this Annual Report.
25. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There have been no significant material orders passed by Regulators,
Courts, or Tribunals that would impact the going concern status of the Company and its
future operations.
Furthermore, there have been no material changes or commitments that
could affect the financial position of the Company between the end of the Financial Year
to which the Financial Statements relate and the date of this report.
26. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards i.e. SS-1 and
SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings',
respectively issued by the Institute of Company Secretaries of India.
27. PREVENTION OF SEXUAL HARASSMENT
The Company has complied with the provisions relating to the
constitution of the Internal Complaints Committee under 'The Sexual Harassment of Women at
the Workplace (Prevention, Prohibition & Redressal) Act, 2013'. The said Committee has
been set up to redress complaints received regarding sexual harassment at the workplace.
During the period under review, the Company received one sexual
harassment complaint, which was addressed by dismissing the individual involved in
response to the reported incident. As of 31st March, 2023, there are no ongoing
cases.
28. GENERAL
Your Directors state that:
a) the Company has not accepted any deposits from the public falling
within the ambit of Section 73 of the Act read with the Companies (Acceptance of Deposits)
Rules, 2014.
b) there are no instances of fraud reported by the Auditors during the
financial year ended 31st March, 2023.
c) since the Company is not a manufacturing company, the disclosure
related to conservation of energy and technology absorption is not applicable.
d) the Company has not issued any shares with differential voting
rights as per the Act.
e) the Company has not issued any sweat equity shares under the Act.
f) there were no instances of non-exercising of voting rights in
respect of shares purchased directly by employees under a scheme pursuant to Section 67(3)
of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
29. ACKNOWLEDGEMENT
Your Company has been able to operate responsibly and efficiently
because of the culture of professionalism, creativity, integrity, ethics, good governance
and continuous improvement in all functions and areas as well as the efficient utilization
of the Company's resources for sustainable and profitable growth.
Your Directors would like to express their sincere appreciation to its
stakeholder's, financial institutions, bankers and business associates, Government
authorities, customers and vendors for their co-operation and support and looks forward to
their continued support in future. Your Directors also place on record, their deep sense
of appreciation for the committed services by the employees of the Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Dr. Sanjiv Goenka |
Vikram Mehra |
Chairman and Non-Executive Director |
Managing Director |
DIN: 00074796 |
DIN: 03556680 |
Date: 27th July, 2023 |
Date: 27th July, 2023 |
Place: Kolkata |
Place: Kolkata |