Your Directors are pleased to present the Seventy-Third Annual Report of Saregama IndiaLimited along with the audited accounts for the year ended 31st March 2020.
1. FINANCIAL INFORMATION
A) The performance of your Company for the year ended 31st March 2020 is summarizedbelow:
|Particulars ||Consolidated ||Standalone ||Consolidated ||Standalone |
|Year ended 31st March 2020 ||Year ended 31st March 2020 ||Year ended 31st March 2019 ||Year ended 31st March 2019 |
|Total income ||53270.39 ||51159.65 ||60113.00 ||58391.01 |
|Profit/(Loss) from operations ||6034.77 ||6578.96 ||8467.97 ||8226.52 |
|Exceptional item ||NIL ||NIL ||NIL ||NIL |
|Provision for Contingencies ||NIL ||NIL ||NIL ||NIL |
|Profit before tax ||6034.77 ||6578.96 ||8467.97 ||8226.52 |
|Provision for Taxation || || || || |
|Deferred Tax Charged / (Credit) ||-328.64 ||-328.64 ||904.80 ||904.80 |
|Current tax ||2013.95 ||2008.33 ||2130.51 ||2128.70 |
|Net profit (after tax and exceptional items) ||4349.45 ||4899.27 ||5432.66 ||5193.02 |
|Proposed Dividend (including tax thereon) ||261.29 ||261.39 ||629.67 ||629.67 |
|Transfer to general reserve ||NIL ||NIL ||NIL ||NIL |
|Free Reserves ||24731.85 ||26934.67 ||21011.56 ||22704.36 |
Your Board is pleased to report a profit of '4899.27 lakhs on a standalone basis forthe year 2019-20.
Further there is no amount proposed to be transferred to the Reserves.
B) OPERATIONS/ STATE OF COMPANY'S AFFAIRS
The operations/ state of the company's affairs forms part of the Management Discussionand Analysis Report forming part of the Annual Report.
Your Board is pleased to recommend a dividend of ' 1.50 per share for the year ended31st March 2020 subject to the approval of shareholders at the ensuing Annual Generalmeeting.
D) CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and its subsidiaries have beenprepared in accordance with the provisions of the Companies Act 2013 ("theAct") read with the Companies (Accounts) Rules 2014 applicable Accounting Standardsand the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI LODR Regulations") and it forms part of the Annual Report. Pursuant toSection 129 (3) of the Act a statement containing the salient features of the financialstatements of the subsidiary companies for the F.Y. 2019-20 is attached to the FinancialStatements for the F.Y. 2019-20 in Form AOC-1. The Company will make available the saidfinancial statements and related detailed information of the subsidiary companies uponrequest by any member of the Company or its subsidiary companies.
Pursuant to the provisions of the Companies Act 2013 the Audited financial statementsof the Company consolidated financial statements along with relevant documents andseparate Audited Accounts in respect of subsidiaries are available on the website of theCompany viz.www.saregama.com.
2. SHARE CAPITAL
At the beginning of the financial year the issued and paid-up share capital of theCompany was ' 174104920 divided into 17410492 shares of ' 10/- each.
During the year under review 15520 shares were allotted under Saregama Employee StockOption Scheme 2013.
At the end of the financial year the issued and paid-up share capital of the Companywas ' 174260120 divided into 17426012 shares of ' 10/- each.
3. CORPORATE GOVERNANCE
Your Company has adopted a Code of Conduct (the Code) for its Directors and SeniorManagement personnel who have affirmed compliance with the Code.
The adoption of the Code stems from the fiduciary responsibility that the Directors andthe Senior Management have towards the stakeholders of the Company.
Your Board of Directors is committed to good governance practices based on principlesof integrity fairness transparency and accountability for creating long-term sustainableshareholder value.
The Report on Corporate Governance as under applicable Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part ofthe Annual Report.
A certificate from M/s. MR and Associates Practicing Company Secretary regarding thecompliance of the Corporate Governance requirements as per relevant provisions ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of the Annual report. Further information about all elementsof remuneration package etc. of individual directors forms part of the Annual Report.
4. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return in Form MGT-9 pursuant to Section 92 (3) of the Act andRule 12 of the Companies (Management and Administration) Rules 2014 is annexed as"Annexure A" to this Report and the same is available on the website of thecompany www.saregama.com.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL/ SENIOR MANAGEMENT PERSONNEL
A) Change in Directors
During the year under review the following were the changes in the Board of Directors:
a. Dr. Sanjiv Goenka is liable to retire by rotation and being eligible offershimself for re-appointment as a Director of the Company.
b. Re-appointment of Mr. Vikram Mehra as a Managing Director for a period of 5 yearsw.e.f. October 27 2019.
c. Re-appointment of Mr. Umang Kanoria as an Independent Director on the Board of theCompany for a term of 5 (five) consecutive years (on the basis of the report on hisperformance evaluation done by the Board) subject to Member's approval at the ensuingAnnual General Meeting.
d. Re-appointment of Mr. Santanu Bhattacharya as an Independent Director on the Boardof the Company for a term of 5 (five) consecutive years (on the basis of the report on hisperformance evaluation done by the Board) subject to Member's approval at the ensuingAnnual General Meeting.
e. Re-appointment of Mr. Arindam Sarkar as an Independent Director on the Board of theCompany for a term of 5 (five) consecutive years (on the basis of the report on hisperformance evaluation done by the Board) subject to Member's approval at the ensuingAnnual General Meeting.
f. Appointment of Ms. Kusum Dadoo as an Additional Non-Executive Woman IndependentDirector effective June 5 2020 for a period of 5 consecutive years and recommended herappointment to shareholders at the ensuing Annual General meeting.
B) Independent Directors Declaration
The company has received the necessary declaration from the Independent Directors thatthey meet the criteria of independence as provided in Section 149 of the Companies Act2013. Further the Company has formulated a Code of Conduct for Directors and SeniorManagement Personnel and all the Directors and Senior Management Personnel have compliedwith the Code.
C) Board Evaluation
Pursuant to the provisions of the Act and the corporate governance requirements asprescribed by SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 theBoard of Directors ("Board") has carried out an annual evaluation of itsperformance and that of its Committees and individual Directors.
The criteria for performance evaluation of the Board included aspects like Boardcomposition and structure; effectiveness of Board processes information and functioningetc. The criteria for performance evaluation of Committees of the Board included aspectslike the composition of Committees effectiveness of committee meetings etc. The criteriafor performance evaluation of the individual Directors included aspects on contribution tothe Board and Committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc. In addition theChairperson was also evaluated on the key aspects of his role.
D) Familiarisation Programme For Independent Directors
Pursuant to the requirement of Securities and Exchange Board of India vide Circular no.CIR/CFD/POLICY CELL/7/2014 dated September 15 2014 the Company has in place a programmefor familiarisation of the Independent Directors with the Company details of which isavailable on the website of the company.
E) Key Managerial Personnel
During the year under review there were no changes in Key Managerial Personnel.
A) Vigil Mechanism/Whistle Blower Policy
The Company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism to the Directors and employees to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct or ethics policy. The Policy provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provides for direct accessto the Chairman of the Audit Committee. It is affirmed that no personnel of the Companyhave been denied access to the Audit Committee. The policy of vigil mechanism is availableon the Company's website (Weblink:https://www.saregama.com/static/investors?srgm_tracker=footer)
B) Nomination And Remuneration Policy
The Company has in place a Remuneration Policy for the Directors Key ManagerialPersonnel Senior Management and other Employees pursuant to the provisions of the Act andRegulation 19 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015. The key changes inter alia include the change in the percentage of commission toNon-Executive/Independent Directors from 1% to 3%. The said policy is available on thewebsite of the Company www. saregama.com.
C) Corporate Social Responsibility (CSR)
The brief outline of the CSR Policy of the Company along with the Annual Report on CSRactivities is set out in "Annexure B of this report. The policy is available onthe Company's website.
7. BOARD MEETINGS AND AUDIT COMMITTEE COMPOSITION
During the period under review 4 (four) Board Meetings were held details of which aregiven in the Corporate Governance Report. The intervening gap between the meetings waswithin the period prescribed under the Act and Regulation 17 of SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015.
Currently the Board has Five (5) committees namely Audit Committee Nomination andRemuneration Committee Corporate Social Responsibility ("CSR) CommitteeStakeholders' Relationship Committee and Finance Committee.
The Board of Directors at its meeting held on November 13 2019 decided that there wasno need to continue with the Committee of Directors (COD) formed by the Board of Directors(BOD) at its meeting held on October 24 2000. Accordingly the Board of Directorsconsidered and approved the dissolution of the Committee of Directors with effect fromNovember 13 2019.
Details of the composition of the Board and its Committees and changes therein anddetails of the Meetings held attendance of the Directors at such Meetings and otherrelevant details are provided in the Corporate Governance Report.
The Audit Committee comprises of following members:
|Name of the Member ||Position ||Category of Director |
|Mr. Umang Kanoria ||Chairman ||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 CorporateGovernance Report forming part of the Annual report.
8. PARTICULARS OF EMPLOYEES
The information on top 10 employees and employees who were in receipt of remunerationof not less than ' 10200000 (Rupees One Crore and two lakh only) during the year or '850000 (Rupees Eight Lakh Fifty Thousand Only) per month during any part of the saidyear as required under Section 197 (12) of the Act read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in theAnnexure forming part of the Report. In terms of the proviso to Section 136 (1) of theAct the Report and Accounts are being sent to the shareholders excluding the aforesaidAnnexure. Any member interested in obtaining a copy of the same may write to the CompanySecretary.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed to the Report as Annexure C.
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Particulars of the loans given investments made guarantees given or securitiesprovided during the year and the purpose for which the loans / guarantees / securities areproposed to be utilized by the recipient of such loan / guarantee / security is given inNote 44 to the financial Statement.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/ transactions entered by the Company with the RelatedParties during the financial period were on an Arm's length basis and were in compliancewith the applicable provisions of the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
The Company has entered into an agreement for e-Magazine subscription & marketingconsultancy between Saregama India Limited (SIL) and Open Media NetworkPrivate Limited (OMNPL) Wholly Owned Subsidiary of the Company. Thetransaction is such that Open e-Magazine subscription shall be given to customers whopurchase select variants of Carvaan. Further OMNPL being in the Media & Publishingbusiness has extensive experience in the field of Media Marketing (digital and social)Public Relations / Events Management Customer Relationship Management AdvertisingCampaign and similar activities. The above transaction shall be beneficial to promote thesale of the Carvaan variants and build allied e process use of OMNPL's experience will berewarding for company.
11. RISK MANAGEMENT
The Company is exposed to inherent uncertainties owing to the sectors in which itoperates. A key factor in determining a company's capacity to create sustainable value isthe risks that the company is willing to take (at strategic and operational levels) andits ability to manage them effectively. Many risks exist in a company's operatingenvironment and they emerge on a regular basis. The Company's Risk Management processfocuses 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 putin a mechanism to ensure that they are mitigated by timely action. The Company has a RiskManagement framework/policy to identify evaluate business risks and opportunities. Thisframework seeks to create transparency minimize adverse impact on the business objectivesand enhance the Company's competitive advantage. In the opinion of the Board there are nosuch risks which may threaten the existence of the Company.
12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Audit Committee reviews the adequacy and effectiveness of the Company's internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company's risk management policies and systems.
A) Statutory Auditors
M/s BSR & Co. LLP Chartered Accountants Firm Registration No. 101248W/W-100022was appointed as Statutory Auditors of the Company for a period of 5 years by theshareholders at the Annual General Meeting held on July 28 2017. The Statutory Auditorsreport does not contain any qualification/reservation/adverse remark or disclaimer.
B) Internal Auditors
M/S Ernst and Young have been appointed as Internal Auditors for FY 2019-20.
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 andAssociates Practicing Company Secretaries have been appointed as Secretarial Auditor toundertake Secretarial Audit of the Company for the financial year 2019-20. The report ofthe Secretarial Auditor is annexed to this report as "Annexure D". TheSecretarial Audit Report does not contain any qualification/reservation/ adverse remark ordisclaimer.
D) Cost Auditors
Pursuant to section 148 and applicable provisions of the Companies Act 2013 and theCompanies (Cost Records and Audit) Rules 2014 the Company is required to appoint a costauditor for audit of cost records maintained by the Company in respect of the financialyear ending March 31 2020.
Your Directors have on the recommendation of the Audit Committee appointed M/s. Shomeand Banerjee Cost Accountants as the Cost Auditor to audit the cost records for thefinancial year ending March 31 2020.
Remuneration payable to the Cost Auditor is subject to ratification by the members ofthe Company. Accordingly a resolution seeking members' ratification for the remunerationpayable to Shome and Banerjee Cost Accountants is included in the Notice convening theAnnual General Meeting along with relevant details including the proposed remuneration.
14. DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliances withthe provisions of section 134(3)(c) read with section 134(5) of the Companies Act 2013 inthe preparation of the annual accounts for the year ended on March 31 2020 and to thebest of their knowledge and ability confirm that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2020 and of the profitand loss of the company for that year on that date;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down proper systems of internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively;
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
15. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows is given below:
|Particulars ||Current Year ||Previous Year |
|Foreign Exchange used ||8338.05 ||18405.44 |
|Foreign Exchange earned ||9264.34 ||6650.36 |
16. EMPLOYEES STOCK OPTION SCHEME 2013 AND AMENDMENTS IN THE SCHEME
The Company grants share-based benefits to eligible employees with a view to attractingand retaining the best talent encouraging employees to align individual performances withCompany objectives and promoting increased participation by them. With a view toproviding an opportunity to the employees of the Company to share the growth of theCompany and to create long term wealth the Company has an Employee Stock Option Scheme(ESOS) viz. the Saregama Employee Stock Option Scheme 2013 (ESOS 2013). The Scheme isapplicable to all eligible employees and Directors of the Company and its SubsidiaryCompanies. The Scheme is in compliance with the Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 as amended ("SEBI (SBEB)Regulations") and a certificate from Statutory Auditors to that effect shall beplaced at the Annual General Meeting.
At the Annual General Meeting held on July 19 2019 the ESOS 2013 scheme was amendedfor implementation through the Trust which will be administered under the guidance adviceand direction of the Nomination & Remuneration Committee in accordance with theprovisions of the Companies Act 2013 and SEBI (SBEB) Regulations. The Board of Directorshas facilitated setting up of Saregama Welfare Trust to implement the ESOS 2013 schemewhich has been formed by the Company. The Company shall provide financial assistance tothe Trust for the secondary acquisition of equity shares of the Company for the purpose ofimplementation of ESOS 2013 scheme. The terms and conditions for the financial assistanceprovided shall be in compliance with the Companies Act 2013 read with Companies (ShareCapital and Debenture) Rules 2014 and SEBI (SBEB) Regulations. During the year endedMarch 31 2020 the Trust has purchased 181359 equity shares through secondaryacquisition.
Disclosures with respect to Stock Options as required under Regulation 14 of the SEBI(SBEB) Regulations is available on the Company's website www.saregama.com'.
17. STOCK APPRECIATION RIGHTS SCHEME 2014 AND 2018
Your Company has further formulated the Saregama Stock Appreciation Rights Scheme -2014 and 2018 for benefit of its employees as per applicable regulations of Securities andExchange Board of India as amended from time to time and the said schemes are incompliance with SEBI (Share Based Employee Benefits) Regulations 2014 as applicable and acertificate from Statutory Auditors to that effect shall be placed at the Annual GeneralMeeting.
At the Annual General Meeting held on July 19 2019 the shareholders approved thegradual cancellation of the SAR 2014 and SAR 2018 schemes and the continuance of the ESOP2013 scheme albeit with certain amendments. The employees holding SARs under the SAR 2014and SAR 2018 schemes will be granted an equivalent number of stock options under theamended ESOP 2013 scheme in lieu of and as and when the SARs under the respective schemesare cancelled by the Nomination and Remuneration Committee (NRC).
In view of the above the NRC of Board of Directors at their meeting held on January17 2020 have approved the cancellation of 200000 Stock Appreciation Rights (SAR)previously granted to the eligible employees under the SAR Scheme 2014 of the Company. TheNRC at the said meeting approved the grant of 200000 options to the eligible employeesunder the Employee Stock Option Scheme (ESOS) 2013. These options granted via ESOS 2013 isbeing implemented through a trust viz. Saregama Welfare Trust ("Trust") inaccordance with the provisions of Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014 ("SEBI SBEB Regulations") and involves thesecondary market acquisition of the Company's equity shares by the Trust from the StockExchanges. The above grant of 200000 options is in compliance with SEBI SBEBRegulations.
In view of the cancellation of the entire SAR under the SAR scheme 2014 the SAR Scheme2014 stands cancelled.
Disclosures with respect to Stock Appreciation Rights Scheme 2018 as required underRegulation 14 of the Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 is available on the Company's website 'www. saregama.com'.
18. RIGHTS ISSUE
Out of 5338628 equity shares issued for cash at a premium of ' 35/- (issue price - '45/-) pursuant to the Rights Issue in 2005 allotment of 5290 (31.03.2019 - 5290) equityshares (relating to cases under litigation / pending clearance from concerned authorities)are in abeyance as on 31st March 2020.
19. RATIO ANALYSIS
|KEY RATIOS || |
|March-20 ||March-19 |
|Net Profit Margin ||10% ||10% |
|Operating Profit Margin ||14% ||15% |
|Debt to Equity Ratio ||2% ||25% |
|Interest Coverage Ratio ||22.8 ||25.0 |
|Current Ratio ||2.0 ||1.6 |
|Debtor Turnover (Days) ||80.5 ||78.6 |
|Inventory Turnover (Days) ||126.0 ||77.2 |
|Return on net worth ||17% ||21% |
a) Inventory turnover ratio showing increase in FY20 as against last year is due toincrease in inventory of Carvaan as lower Carvaan sales in last quarter on account of apandemic caused due to COVID -19 also higher number of digital films was underproduction.
b) During the financial year 2019-20 out of insurance claim received by the Companyand cash generated from operations Company has repaid majority of its borrowing amountingto ' 5448 Lakhs including short term borrowing taken by the Company during FY 2018-19 toreplenish the stock lost by fire in that year. The said repayment had resulted in animproved current ratio and falling of Debt to Equity Ratio from 25% as on March 31 2019to 2% as on March 31 2020.
c) Fall in return on networth from 21% in March'19 to 17% in March' 20 is due toincrease in shareholder's equity on account of retained earnings for the previous yearcoupled with marginal decrease in profit after tax for the year.
20. BUSINESS RESPONSIBILITY REPORT
Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 as amended requires top 1000 listed entities based on market capitalization(calculated as on March 31 of every financial year) a business responsibility reportdescribing the initiatives taken by them from an environmental social and governanceperspective in the format as specified by the Board from time to time.
Since Saregama India Limited falls in Top 1000 listed entities as on March 31 2019Business Responsibility Report for the year ended March 31 2020 as stipulated underRegulation 34(3) of SEBI LODR Regulations is separately given and forms part of thisAnnual Report.
21. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board Meeting and General Meeting.
22. PREVENTION OF SEXUAL HARASSMENT
The Company has complied with the provisions relating to the constitution of theInternal Complaints Committee under The Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013. The said Committee has been set up toredress complaints received regarding sexual harassment at the workplace.
During the year under review the Company has not received any complaints on sexualharassment and no complaints were pending to be resolved as on March 31 2020.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a) The Company has not accepted any deposits from the public falling within the ambitof Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules 2014.
b) There were no material changes and commitment affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
c) During the year under review there were no significant or material orders passed bythe Regulators or Courts or Tribunal which would impact the going concern status of theCompany and its future operation.
d) There are no instances of fraud reported by the Auditors during the financial yearended March 31 2020.
e) During the year under review there were no companies which have become or ceased assubsidiary Company associates and joint ventures.
f) Since the Company is not a manufacturing company the disclosure related toconservation of energy and technology absorption is not applicable.
Your Directors would like to express their sincere appreciation to its stakeholder'sfinancial institutions bankers and business associates Government authorities customersand vendors for their co-operation and support and looks forward to their continuedsupport in future. Your Directors also place on record their deep sense of appreciationfor the committed services by the employees of the Company.
For and on behalf of the Board of Directors
|Sanjiv Goenka ||Vikram Mehra |
|Chairman and Non-Executive Director ||Managing Director |
|DIN:00074796 ||DIN:03556680 |
|Date: June 05 2020 || |
|Place: Kolkata || |