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Saregama India Ltd.

BSE: 532163 Sector: Media
NSE: SAREGAMA ISIN Code: INE979A01017
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OPEN 635.00
CLOSE 628.85
VOLUME 2929
52-Week high 953.55
52-Week low 346.15
P/E 31.00
Mkt Cap.(Rs cr) 1,110
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Saregama India Ltd. (SAREGAMA) - Director Report

Company director report

DIRECTORS REPORT

Your Directors are pleased to present the Seventy First Annual Report of Saregama IndiaLimited along with the audited accounts for the year ended 31st March 2018.

1. FINANCIAL SUMMARY

The performance of your Company for the year ended 31st March 2018 is summarizedbelow:

( Rs. in Lakhs)
Particulars Consolidated Standalone Consolidated Standalone
Year ended 31st March 2018 Year ended 31st March 2017
Total income 36677.86 35982.51 23177.60 22401.38
Profit/(Loss) from operations 3892.39 4111.64 1593.45 1729.95
Exceptional item Nil Nil Nil Nil
Provision for Contingencies Nil Nil Nil Nil
Profit before tax 3892.39 4111.64 1593.45 1729.95
Tax Expense
Deferred Tax Charged / (Credit) 80.66 80.66 (106.38) (106.38)
Current tax 981.56 980.25 1022.56 1023.73
Excess Provision of Earlier Years Written Back Nil Nil (187.60) (187.60)
Net profit (after tax and exceptional items) 2830.17 3050.73 864.87 1000.20
Proposed Dividend (including tax thereon) 629.67 629.67 314.18 314.18
Transfer to general reserve Nil Nil Nil Nil
Reserves (excluding revaluation reserves OCI and FCTR) 16272.38 18129.99 13706.94 15366.83

Your Board is pleased to report a profit of Rs. 3050.73 lakhs on a standalone basisfor the year 2017-18.

2. DIVIDEND

Your Board is pleased to recommend a dividend of Rs. 3.00/- per equity share ofRs.10/- each for the year ended 31st March 2018 subject to the approval of shareholdersat the ensuing Annual General meeting.

3. SHARE CAPITAL

At the beginning of the financial year the issued and paid up share capital of theCompany was Rs. 174029380 divided into 17402938 equity shares of Rs. 10/-each. During the year under review 7554 equity shares were allotted to an employee underthe Saregama Employees Stock Option Scheme 2013. Consequent to the aforesaid allotmentthe paid-up equity share capital of the Company has increased from Rs.174029380 to Rs.174104920.

4. SUMMARYOF OPERATIONS/BUSINESS OVERVIEW

This forms part of the Management Discussion and Analysis Report forming part ofAnnual Report.

5. 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 Directors andSenior Management act as trustees in the interest of all stakeholders of the Company bybalancing conflicting interest if any between stakeholders for optimal benefits.

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

A certificate of practicing company secretary regarding compliance of the CorporateGovernance requirements as per relevant provisions of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 as referred toin Regulation 15(2) for the year ended 31st March 2018 forms part of the Annual Report.Further information about all elements of remuneration package etc. of individualdirectors forms part of the Annual Report.

6. PREVENTION OF SEXUAL HARASSMENT

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

7. PUBLIC DEPOSITS

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

8. EXTRACT OF ANNUAL RETURN

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

9. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries have beenprepared in accordance with the provisions of the Act read with the Companies (Accounts)Rules 2014 applicable Accounting Standards and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and it forms part of the Annual Report.Pursuant to Section 129(3) of the Act a statement containing the salient features of thefinancial statements of the subsidiary companies is attached to the Financial Statementsfor the F.Y. 2017-18 in Form AOC-1. The Company will make available the said financialstatements and related detailed information of the subsidiary companies upon request byany member of the Company or its subsidiary companies. These financial statements willalso be kept open for inspection by any Member at the Registered Office of the Company.Pursuant to the provisions of the Companies Act 2013 the Audited financial statements ofthe Company consolidated financial along with relevant documents and separate AuditedAccounts in respect of subsidiaries are available on the website of the Companyviz.www.saregama.com.

10. SUBSIDIARY COMPANIES JOINT VENTURE AND ASSOCIATE COMPANIES:

During the year under review details of Companies/entities which have become orceased as subsidiary Company associates and joint ventures are as under: Companywhich have become subsidiary company: Saregama Inc USA - Wholly Owned Subsidiary ofSaregama Plc. Saregama Plc subsidiary of the Company has acquired 100% share capital ofSaregama Inc. comprising of 1 ordinary share of $1.

11. DIRECTORS

As per the relevant provisions of Companies Act 2013 and SEBI (LODR) Regulations2015 during the period under review the following changes took place in the office ofDirectors of the Company: As per the approval of shareholders accorded at the AnnualGeneral Meeting held on 28th July 2017 Mr. Noshir Naval Framjee (DIN: 01646640) wasappointed as an Independent Director of the Company with effect from June 12 2017 for aperiod of 5 years. At the ensuing Annual General Meeting Mr. Vikram Mehra (DIN:03556680) Managing Director of the Company is liable to retire by rotation in accordancewith the provisions of Companies Act 2013 and being eligible offers himself forre-appointment as a Director of the Company.

The first term of officeof Mr. Bhaskar Raychaudhuri as an Independent Director expireson March 31 2019. The Board has recommended re-appointment of Mr. Bhaskar Raychaudhuri asan Independent Director for a second term of 5 years subject to the approval ofshareholders at the ensuing Annual General Meeting of the Company.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 dated May 9 2018 a special resolution is required to be passed forcontinuing the directorship of any person as a non-executive director who has attained theage of seventy five. In view of the above it is proposed to obtain shareholders' approvalat the ensuing Annual General Meeting for continuing the Directorship of Mrs. SushilaGoenka Mr. Noshir Naval Framjee and Mr. Bhaskar Raychaudhuri who are above 75 years ofage as on the date of this report.

12. KEY MANAGERIAL PERSONNEL

During the year under review Ms. Kamana Khetan was appointed as the CompanySecretary and Compliance Officer with effect from August 4 2017 in place of Mr. TonyPaul.

13. BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance requirements asprescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board of Directors ("Board") has carried out an annual evaluation of its ownperformance and that of its Committees and individual Directors. The criteria forperformance evaluation of the Board included aspects like Board composition and structure;effectiveness of Board processes information and functioning etc. The criteria forperformance evaluation of Committees of the Board included aspects like composition ofCommittees effectiveness of Committee meetings etc. The criteria for performanceevaluation of the individual Directors included aspects on contribution to the Board andCommittee meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc. In addition the Chairperson was alsoevaluated on the key aspects of his role.

14. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to requirement of Securities and Exchange Board of India vide Circular no.CIR/CFD/POLICY CELL/7/2014 dated September 15 2014 the Company has in place a programmefor familiarisation of the Independent Directors with the Company details of which isavailable on the website of the Company.http://r.saregama.com/resources/pdf/investor/familiarization_programme_for_independent_director.pdf

15. NOMINATION AND REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors Key ManagerialPersonnel Senior Management and other Employees pursuant to the provisions of the Act andRegulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations2015. The Nomination and Remuneration policy forms a part of this report andis annexed as "ANNEXURE-B". 16. BOARD MEETINGS

During the period under review 4 (four) Board Meetings were held the details ofwhich are given in the Corporate Governance Report. The intervening gap between themeetings was within the period prescribed under the Act and Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Currently the Board has Five(5) committees namely Audit Committee Nomination and Remuneration Committee CorporateSocial Responsibility (‘‘CSR'') Committee Stakeholders' Relationship Committeeand Committee of Directors.

Details of the composition of the Board and its Committees and of the Meetings heldattendance of the Directors at such Meetings and other relevant details are provided inthe Corporate Governance Report.

17. AUDIT COMMITTEE

The Audit Committee as on the date of signing this report comprises of followingmembers:

Name of the Member Position Category of Director
Mr. Umang Kanoria Chairman* Non-executive Independent Director
Mr. Bhaskar Raychaudhuri Member Non-executive Independent Director
Mr. Santanu Bhattacharya Member Non-executive Independent Director

*Appointed as Chairman of the Committee w.e.f. May 11 2018.

Note - Further details relating to the Audit Committee are provided in the CorporateGovernance Report forming part of the Annual Report.

18. 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 behavior 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 Companyhas been denied access to the Audit Committee. The Policy of vigil mechanism is availableon the Company's website (Weblink: http://r.saregama.com/resources/pdf/investor/whistle_blower_policy.pdf )

19. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed to the Report as "ANNEXURE C".

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the CSR Policy of the Company alongwith the Annual Report onCSR activities is set out in "ANNEXURE D" of this report. The policy isavailable on the Company's website. (Weblink:http://r.saregama.com/resources/pdf/investor/csr_policy.pdf )

21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of Loans given Investments made Guarantees given and Securitiesprovided during the period under Section 186 of the Act are stated in the Notes toAccounts which forms part of this Annual Report.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company with the RelatedPartiesduringthe financialperiod were on an Arm's length basis and were in compliance withthe applicable provisions of the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. There were no materially significant transactions enteredinto by your Company during the year and hence no information is required to be providedunder Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014.

23. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY Therewere no material changesandcommitmentsaffectingthefinancialposition of the Company whichhave occurred between the end of financial year of the Company to which the FinancialStatements relate and the date of this Report.

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

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

25. RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the sector 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 processesfocuses 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 with timely action. The Company has aRisk Management framework 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.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Audit Committee reviews 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.

27. AUDITORS

A) STATUTORY AUDITORS

M/s BSR & Co. LLP Chartered Accountants Firm Registration No.101248W/W-100022 was appointed as Statutory Auditors of the Company for a period of 5years by the shareholders at the Annual General Meeting held on July 28 2017. TheStatutory Auditors report does not contain any qualification/reservation/adverse remark ordisclaimer.

B) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s M R andAssociates Practicing Company Secretaries has been appointed as Secretarial Auditor toundertake Secretarial Audit of the Company for the financial year report as "ANNEXUREE". The Secretarial Audit Report does not contain anyqualification/reservation/adverse remark or disclaimer.

C) INTERNAL AUDITORS

M/s Ernst and Young have been appointed as Internal Auditors for F. Y. 2017-18.

28. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors acknowledge 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 2018 and to thebest of their knowledge and ability confirm that: a) in the preparation of the annualaccounts the applicable accounting standards had been followed alongwith properexplanation relating to material departures; b) the directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at the March 31 2018 and of the profit and loss of the Company for that yearon that date; c) the directors had taken proper and sufficientcare for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;d) the directors had prepared the annual accounts on a going concern basis; e) thedirectors had laid down proper systems of internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively; f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

29. INDEPENDENT DIRECTORS DECLARATION

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

30. REPORTING OF FRAUD BY AUDITORS

There are no instances of fraud reported by the Auditors during F. Y. 2017-18.

31. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Pursuant to the requirement of Section 134(3)(m) of the Companies Act 2013 readwith rule 8(3) of the Companies (Accounts) Rules2014 the relevant data pertaining to theConservation of Energy and Technology Absorption is given below:

A) CONSERVATION OF ENERGY

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

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

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

A) TECHNOLOGY ABSORPTION

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

ii) The benefits derived like product improvement cost reduction Productdevelopment or import substitution - Not applicable.

B) IMPORTED TECHNOLOGY

i) The details of technology imported - Not Applicable.

ii) The year of import - Not applicable.

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

iv) If not fully absorbed - Not applicable.

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

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

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

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

(Rs. in Lakhs)
Current Year Previous Year
Foreign Exchange used 9793.42 512.83
Foreign Exchange earned 6026.31 4793.32

32. EMPLOYEES STOCK OPTION SCHEME

The Members of the Company at its Annual General Meeting held on 26th July 2013approved the implementation of Saregama Employees Stock Option Scheme - 2013. Your Companyis desirous to extend the said benefits also to employees (including directors whetherwhole time directors or not) of the subsidiary companies. Your Company has furtherformulated the Saregama Stock Appreciation Rights Scheme - 2014 for benefit of itsemployees as per applicable regulations of Securities and Exchange Board of India asamended from time to time. The Nomination and Remuneration Committee and the Board ofDirectors at its meeting held on May 11 2018 has proposed to modify the existing SaregamaEmployees Stock Option Scheme 2013 by amending the vesting period clause and providing theflexibility employees to exercise their options anytime during the year as compared to theexisting clause of exercising the options only twice a year i.e. June 30 and December 31subject to the approval of shareholders at the ensuing Annual General Meeting.

The Nomination and Remuneration Committee and the Board of Directors at its meetingheld on May 11 2018 proposed to implement a new Saregama Stock Appreciation Rights Scheme- 2018 for benefit of its employees as per applicable regulations of Securities andExchange Board of India as amended from time to time subject to the approval ofshareholders at the ensuing Annual General Meeting. Disclosures with respect to StockOptions as required under Regulation 14 of the Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 (‘the Regulations') is availableon the Company's website ‘www.saregama.com'.

A certificate from M/s BSR & Co. LLP Chartered Accountants Statutory Auditorswith would be placed before the members at the ensuing AGM and a copy of the same shall beavailable for inspection at the Registered Office of the Company.

33. RIGHTS ISSUE

Out of the 5338628 equity shares issued for cash at a premium of Rs. 35/- (issueprice - Rs. 45/-) pursuant to the Rights Issue in 2005 allotment of 5290 (31.03.2017 -5290) equity shares (relating to cases under litigation / pending clearance fromconcerned authorities) are in abeyance as on 31st March 2018.

34. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation to itsstakeholders financial institutions bankers and business associatesGovernmentauthorities customers and vendors for their co-operation and support and looks forward totheir continued support in future. Your Directors also place on record their deep senseof appreciation for the committed services by the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Vikram Mehra G.B. Aayeer
Managing Director CFO and Whole-time Director
DIN: 03556680 DIN: 00087760
Date: May 11 2018
Place: Kolkata

"ANNEXURE - B" NOMINATION AND REMUNERATION POLICY

PREAMBLE

This policy is framed pursuant to the requirement of sub-clause IV of Clause 49 of theEquity Listing Agreement with the objective to align with the provisions of the CompaniesAct 2013 adopt the best practices on corporate governance and make the corporategovernance framework more.

In pursuance of the Company's policy to consider human resources as its most valuableassets ensure equitable remuneration to all viz. Directors Key Managerial Personnel(KMP) and other employees of the Company this policy on nomination and remuneration ofDirectors

Key Managerial Personnel and Senior Management Members and other employees has beenformulated by the Nomination and Remuneration

Committee and approved by the Board of Directors in terms of the provisions of theCompanies Act 2013 and the abovementioned requirements of listing agreement as may beamended from time to time.

1. OBJECTIVE AND PURPOSE OF THE POLICY:

The objective and purpose of this policy are:

- To formulate the criteria and terms to determine qualifications attributes andindependence of

- To identify the qualification key attributes and profile required of persons who maybe appointed in Senior Management and Key

Managerial positions;

- To determine remuneration of the Directors Key Managerial Personnel and SeniorManagement employees and other employees based on the Company's size of businessfinancial position and trends and practices prevailing in similar companies in theindustry;

- 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 tosupport quality of performance;

- To retain motivate and promote talent and create a sense of participation andownership.

Accordingly the following policy formulated by the Nomination and RemunerationCommittee and applicable to Directors (Executive and Non Executive) Key ManagerialPersonnel and Senior Management Personnel and other employees was recommended for adoptionto the Board of Directors. The Remuneration policy and the evaluation criteria followedshall be disclosed in the Annual Report of the Company.

2. RELEVANT PARTICULARS

Effective Date:

This policy shall be effective when it is approved by the Board.

Nomination and Remuneration Committee:

Definitions

Key Managerial Personnel (KMP): Key Managerial Personnel means:

1) Managing Director or Chief Executive Officer;

2) Whole-time Director;

3) Chief Financial Officer;

4) Company Secretary and such other officer as may be prescribed under the applicablestatutory provisions or regulations;

Senior Management: Senior Management means personnel of the Company occupying theposition of one level below the

Board of Directors of the Company.

General

This Policy is divided in three parts:

Part - A covers the matters to be dealt with and recommended by the Committee to theBoard Part - B covers the appointment criteria and nomination Part - C covers remunerationcriteria.

PART – A

MATTERS TO BE DEALT WITH PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION ANDREMUNERATION COMMITTEE

The Committee shall based on the requirement from time to time:

- Identify and formulate criteria to determine qualifications positive attributes andindependence of a Director.

- Formulate criteria to identify persons who are qualified to become Directors andpersons who may be appointed in Key Managerial and Senior Management positions.

- Recommend to the Board appointment of Director KMP and Senior Management Personneland other employees.

PART – B

APPOINTMENT CRITERIA

Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity professionalqualifications expertise and experience of the person for appointment as Director KMP orat Senior Management level and other employees and recommend to the Board his/herappointment. While doing this the Committee shall also take into account the mandatoryrequirement for the composition of the Board Audit Committee the Stakeholders'Relationship Committee. The Committee shall lay emphasis on a diverse Board compositionbased on a range of diversity perspectives such as gender age educational backgroundskills experience etc. The ultimate decision shall be based on merit.

2. The Committee has discretionary power to decide whether qualification expertise andexperience possessed by a person is sufficient/ satisfactory for the concerned position asa KMP or Senior management personnel.

3. The Committee shall not recommend for appointment or continuation of any person asDirector who:

Is of unsound mind and so declared by a competent court;

Is an undischarged insolvent;

Has applied to be adjudicated as an insolvent and his application is pending;

Has been convicted by a Court of any offence whether involving moral turpitude orotherwise and sentenced in respect thereof to imprisonment for not less than six monthsand a period of five years has not elapsed from the date of expiry of the sentence;

Has been convicted of any offence and sentenced in respect thereof to imprisonment forseven years;

An order disqualifying him for appointment as Director has been passed by a Court orTribunal and the order is in force;

Has not paid any calls in respect of the shares of the Company held by him and sixmonths have elapsed from the last day fixed for the payment of the call;

Has been convicted of the offence dealing with related party transactions under Section188 at any time during the last preceding 5 years;

Has not been allotted the DIN under Section 152 of the Companies Act 2013;

Has not completed the age of twenty-one years and has attained the age of 70 years. Ifany Director who has completed the age of 70 years and the appointment is approved byspecial resolution passed by the Company in General Meeting no further approval of theCentral Government shall be required;

Is a managerial person in more than one company and draws remuneration from one or morecompanies above the ceiling provided in Section V of Part II of Schedule V of theCompanies Act 2013.

Further no person who has been a Director of the Company shall be eligible to bereappointed as Director of that Company or appointed as Director in any other company fora period of five years from the date on which the Company fails to:

File financial statements or annual returns for any continuous period of threefinancial years.

Repay deposits accepted or pay interest thereon or redeem any debentures on the duedate or pay interest due thereon or pay any dividend declared and such failure continuesfor one year.

No person can be appointed as Director in more than twenty companies and maximum numberof public companies in which he can be a Director shall not exceed ten. Similarly a personcannot be a Managing Director in more than two companies.

There shall be a minimum of three Directors and a maximum of fifteen in a Company. TheCompany can appoint a higher number of Directors on approval by Members vide specialresolution.

Term and Tenure

1. Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director or Whole-time Director for a term not exceeding five yearsat a time. No re-appointment shall be made earlier than one year before the expiry ofterm.

2. Independent Director:

As per Companies Act 2013 an Independent Director shall hold office for a term up tofive consecutive years on the Board of the Company and will be eligible for re-appointmentfor another term of five years on passing of a special resolution by the Company anddisclosure of such appointment in the Board's Report. No Independent Director shall holdoffice for more than two consecutive terms of five years and thereafter he shall beeligible for appointment after expiry of three years (cooling period) of ceasing to becomean Independent Director.

Provided that an Independent Director shall not during the said period of three yearsbe appointed in or be associated with the Company in any other capacity either directlyor indirectly. At the time of appointment of Independent Director it should be ensuredthat the number of Boards on which such Independent Director serves is restricted to sevenlisted companies as an Independent Director but only three listed companies as anIndependent Director in case such person is also serving as a Whole-time Director of alisted company.

3. Senior Management Personnel:

In terms of the provisions of Section 203 of the Companies Act 2013 a Whole-time Keymanagerial personnel (KMP) shall not hold office in more than one Company except in itssubsidiary company at the same time.

However the KMP can be a Director in any other Company (which may or may not be asubsidiary) with the approval of the Board. Any remuneration payable to a ManagingDirector/Whole-time Director/ Executive Director who is also drawing remuneration inanother Company in a similar position shall be subject to the highest maximum limitadmissible from any one Company calculated in such manner as provided in Schedule V andother applicable provisions of the Companies Act 2013.

Evaluation:

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular intervals (yearly or such other interval as theCommittee deems fit).

PART – C

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR KMP AND SENIORMANAGEMENT PERSONNEL

A) General:

1. The remuneration / compensation / commission etc. to the Whole-time Director KMPand Senior Management Personnel and other employees will be determined by the Committeeand recommended to the Board for approval. The remuneration / compensation / commissionetc. shall be subject to the prior/post approval of the shareholders of the Company andCentral Government wherever required.

2. The remuneration and commission to be paid to the Whole-time Director shall be inaccordance with the percentage/slabs/conditions laid down under Section 197 198 and otherapplicable provisions of the Companies Act 2013 read with Schedule V and rules 4 and 5of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 madethereunder.

3. Increments to the existing remuneration/compensation structure may be recommended bythe Committee to the Board which should be within the ceiling limit slabs approved by theShareholders in the case of Whole-time Director.

B) Remuneration to Whole-time / Executive / Managing Director KMP and SeniorManagement Personnel:

1. Fixed pay:

The Whole-time Director/KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee. The break-up of the pay scale and quantum of perquisites including employer'scontribution to P.F. pension scheme medical expenses club fees etc. shall be decided andapproved by the Board on the recommendation of the Committee and approved by theshareholders and Central Government wherever required.

2. Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay time Director in accordance with the provisions of Schedule V of theCompanies Act 2013 and if it is not able to comply with such provisions with theprevious approval of the Central Government.

3. Provisions for excess remuneration:

If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or the prior sanction of the Central Government where required is not obtainedhe/she shall refund such sums to the Company and until such sum is refunded hold it intrust for the Company. The Company shall not waive recovery of such sum refundable to itunless it is approved by the Central Government.

C) Remuneration to Non-Executive/Independent Director:

1. Remuneration/Commission:

The remuneration/commission shall be fixed as per the slabs and conditions mentioned inthe Articles of Association of the Company and the Companies Act 2013 and the rules madethereunder.

2. Sitting Fees:

The Non-Executive/Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as maybe prescribed by the Central Government from time to time.

3. Commission:

Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Companies Act 2013.

4. Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

CRITERIA FOR IDENTIFICATION OF PERSONS FOR APPOINTMENT AS DIRECTORS AND IN SENIORMANAGEMENT:

In accordance with the provisions of Section 178(3) of the Act the Nomination andRemuneration Committee is required to formulate the criteria for determiningQualifications Positive Attributes and Independence of a Director which is given below:

1. Definition of Independence

A director will be considered as an "Independent Director" if the personmeets with the criteria for ‘Independent Director' as laid down in the Companies Actand of the Listing Agreement.

The definition of independence as provided in the Act is as follows:

"An independent director in relation to a company means a director other than amanaging director or a whole-time or a nominee director—

(a) who in the opinion of the board is a person of integrity and possesses relevantexpertise and experience; (b) i. who is or was not a promoter of the company or itsholding subsidiary or associate company; ii. who is not related to promoters or directorsin the company its holding subsidiary or associate company;

(c) who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediatelypreceding financial years or during the current financial year; (d) none of whoserelatives has or had pecuniary relationship or transaction with the company its holdingsubsidiary or associate company or their promoters or directors amounting to two percent. or more of its gross turnover or total income or fifty lakh rupees or such higheramount as may be prescribed whichever is lower during the two immediately precedingfinancial years or during the current financial year; (e) who neither himself nor any ofhis relatives i. holds or has held the position of a key managerial personnel or is or hasbeen an employee of the company or its holding subsidiary or associate company in any ofthe three financial years immediately preceding the financial year in which he is proposedto be appointed; ii. is or has been an employee or proprietor or a partner in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed of —

a firm of auditors or company secretaries in practice or cost auditors of the companyor its holding subsidiary or associate company; or

any legal or a consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to ten per cent. of the gross turnoverof such firm; iii. holds together with his relatives two per cent or more of the totalvoting power of the company; or iv. is a chief executive or director by whatever namecalled of any non-profit organisationthatreceivestwenty-fiveper cent or more of itsreceipts from the company any of its promoters directors or its holding subsidiary orassociate company or that holds two per cent or more of the total voting power of thecompany; v. is a material supplier service provider or customer or a lessor or lessee ofthe company; vi. who is not less than 21 years of age (additional provision as per ListingAgreement)

(f) who possesses such other qualifications as may be prescribed."

2. Qualifications of Directors

Boards will ensure that a transparent board nomination process is in place thatencourages diversity of thought experience knowledge perspective age and gender.

It is expected that boards have an appropriate blend of functional and industryexpertise.

While recommending appointment of a director it is expected that the Nomination andRemuneration Committee ("NRC") consider the manner in which the function anddomain expertise of the individual contributes to the overall skill-domain mix of theBoard.

Independent Directors ("ID") ideally should be thought/practice leaders intheir respective functions/domains.

3. Positive attributes of Directors

Directors are expected to comply with duties as provided in the Act. For reference theduties of the Directors as provided by the Act are as follows:

1) "Act in accordance with the articles of the company.

- Act in good faith in order to promote the objects of the company for the benefit ofof the company its employees the shareholders the community and for the protection ofenvironment.

- Exercise duties with due and reasonable care skill and diligence and exerciseindependent judgment.

- Not be involved in a situation in which he may have a direct or indirect interestthat conflicts or possibly may conflict with the interest of the company.

- Not achieve or attempt to achieve any undue gain or advantage either to himself or tohis relatives partners or associates.

- Not assign his office."

Additionally the Directors on the Board of Saregama India Limited are also expected todemonstrate high standards of ethical behavior strong interpersonal and communicationskills and soundness of judgment.

IDs are also expected to abide by the ‘Code for Independent Directors' as outlinedin Schedule IV to section 149(8) of the Act. The Code specifies the guidelines ofprofessional conduct role and function and duties of Independent Directors. Theguidelines of professional conduct specified in the Code are as follows:

"An independent director shall:

uphold ethical standards of integrity and probity; act objectively and constructivelywhile exercising his duties;

exercise his responsibilities in a bona fide manner in the interest of the company;

devote sufficient time and attention to his professional obligations for informed andbalanced decision making;

not allow any extraneous considerations that will vitiate his exercise of objectiveindependent judgment in the paramount interest of the company as a whole while concurringin or dissenting from the collective judgment of the Board in its decision making; notabuse his position to the detriment of the company or its shareholders or for the purposeof gaining direct or indirect personal advantage or advantage for any associated person;

refrain from any action that would lead to loss of his independence;

where circumstances arise which make an independent director lose his independence theindependent director must immediately inform the Board accordingly;

assist the company in implementing the best corporate governance practices."

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Vikram Mehra G. B. Aayeer
Managing Director CFO and Whole-time Director
DIN: 03556680 DIN: 00087760
Date: May 11 2018
Place: Kolkata

"ANNEXURE - C"

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014. i) The percentage increase in remuneration of eachDirectorChiefFinancialOfficerand Company Secretary during the financial year 2017-18 andratio of the remuneration of each Director to the median remuneration of the employees ofthe Company for the financial year 2017-18 are as under :

Sl. No. Name of Director / KMP and Designation Remuneration of Director / KMP for financial year 2017-18 (Rs. in Lakhs) % increase in Remuneration in the Financial Year 2017-18 Ratio of remuneration of each Director / to median remuneration of employees
1. Mr. Vikram Mehra Managing Director 456.38## 12.74% 53.88 :1
2. Mr. G. B. Aayeer Whole-Time Director & CFO 199.26 12.08% 23.53 : 1
3. Mr. Tony Paul Company Secretary & GM Legal* 3.64 -89.86% N.A.
4. Ms. Kamana Khetan Company Secretary # 4.99 N.A. N.A.

*Resigned with effect from 12.04.2017

#Appointed as a Company Secretary with effect from 04.08.2017.

##The above remuneration does not include Stock Appreciation Rights (SAR) provision ofRs. 780.20 lacs for the year 17-18 and Rs. 117.38 lacs paid in 2015-16 which was held intrust and has been accounted in the current year.

Note: No other Director other than the Managing Director and Whole-Time Directorreceived any remuneration other than sitting fees

. during the financial year 2017-18 ii) In the financial year there was an increase of1.20% in the median remuneration of employees. iii) There were 230 permanent employees onthe rolls of Company as on March 31 2018. iv) Average percentage increase made in thesalaries of employees other than the managerial personnel in the financial year 2017-18was 4.08 % whereas the increase in the managerial remuneration for the same financial yearwas 12.54% v) It is hereby affirmed that the remuneration paid during the Financial Yearended 31st March 2018 is as per the Remuneration Policy of the Company.

STATEMENT PURSUANT TO RULE 5(2) OF COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) AMENDMENT RULES 2016: A. List of top 10 employees of the Company interms of remuneration drawn and employees who drew remuneration during the financial yearnot less thanRs. 1.02 Crores per annum:

Name of the employee Designation Gross remuneration Nature of employment Qualifications and experience Date of commencement of employment Age Last employment
Vikram Mehra Managing Director Rs. 45638198* per annum Permanent Qualification: B.Tech MBA Experience: 21 years 27.10.2014 46 Years Tata Sky Ltd
Ghanashyam B Aayeer Whole-Time Director and CFO Rs. 19926354 per annum Permanent Qualification: Chartered Accountant Experience: 37 years 17.11.2003 59 Years CEAT Ltd.

* The above remuneration does not include Stock Appreciation Rights (SAR) provision ofRs. 780.20 lacs for the year 17-18 and Rs. 117.38 lacs paid in 2015-16 which was held intrust and has been accounted in the current year.

B. Employees employed for the part of the year and drew remuneration during thefinancial year 2017-18 at a rate which in aggregate was not less than Rs. 8.50Lakhs per month:

Name of the employee Designation Gross remuneration Nature of employment Qualifications and experience Date of commencement of employment Age Last employment
Rohit Chopra Senior VP Legal Rs. 851250 per month Permanent Qualification: Bachelor of Laws Experience: 19 years 01.02.2018 42 Years Times Television Network

Notes:

1. Remuneration consists of salary variable pay allowances and perquisites ascomputed under the Income Tax Act 1961.

2. Above employees are in full time employment with the Company and the same can beterminated by notice on either side and are governed as per the terms of respectiveappointment and/or rules/policies of the Company.

3. None of the employees mentioned above is related to any Director of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Vikram Mehra G. B. Aayeer
Managing Director CFO and Whole-time Director
DIN: 03556680 DIN: 00087760
Date: May 11 2018
Place: Kolkata