1. Background
DEN Networks Limited (hereinafter referred to as ''the Company'' or
''DEN'') was incorporated on 10 July, 2007 to engage in cable television
distribution, broadband internet and other related business.
DEN is engaged in distribution of television channels through analog
and digital cable distribution network and provision of internet
services.
The Company changed its status from a Private Limited Company to a
Public Limited Company on 15 April, 2008 thereby changing its name to
DEN Digital Entertainment Networks Limited. Subsequently, the company
changed its name to DEN Networks Limited on 27 June, 2008.
During the financial year 2009-10, the Company issued and allotted
1,85,67,240 Equity Shares of face value of Rs. 10/- each, pursuant to
the Initial Public Offer (IPO), which were admitted for listing and
trading on Bombay Stock Exchange (BSE) and National Stock Exchange
(NSE) with effect from November 24, 2009.
2. Secured Loans
a. Cash credit facilities of Rs. ''(000) 285,966 [Previous year figures
Rs. ''(000) 230,345] are secured by:
i. First pari passu charge on current and future book debts of the
Company.
ii. Second pari passu charge on all movable and immovable fixed assets
of the Company.
b. Out of total term loan of Rs. ''(000) 1,253,785 [Previous year
figures Rs. ''(000) 1,376,619] Rs. ''(000) 1,123,742 [Previous year
figure Rs. ''(000) 1,376,619] from bank is secured by:
i. First pari passu charge on all movable and immovable properties of
the Company both present and future;
c. Out of total term loan of Rs. ''(000) 1,253,785 [Previous year
figures Rs. ''(000) 1,376,619] Rs. ''(000) 130,044 [Previous year figure
Rs. ''(000) Nil] from bank is secured by:
i. First pari passu charge on all movable and immovable properties of
the Company both present and future;
ii. Second pari passu charge on all current assets of the Company;
d. Other loans from banks amounting to Rs. ''(000) 7,279 [Previous year
figures Rs. ''(000) 784] are secured by hypothecation of vehicles
financed by them.
e. The entire amount under cash credit and term loan facilities of Rs.
''(000) 527,400 [Previous year figure Rs. ''(000) 1,606,964] is secured
by personal guarantee of Mr. Sameer Manchanda.
3. Capital Commitments and Contingent Liabilities
a. Capital Commitments
Estimated amount of contracts remaining to be executed on capital
account (net of advances) Rs. ''(000) 541,794 [Previous year Rs. ''(000)
71,503].
b. Contingent Liabilities
I. Guarantees issued by bankers outstanding as at the end of the year
end amounting to Rs. ''(000) 41,775 [Previous year Rs. ''(000) 41,725]
on account of license for internet use issued by the Department of
Telecommunications.
ii. Outstanding letters of credit as at the end of the year Rs. ''(000)
294,510 [Previous year Rs. ''(000) 140,887].
4. Segment Reporting
The company is engaged in the distribution & promotion of television
channels and related services which is considered as the only
reportable business segment. The Company''s operations are based in
India. As the Company operates in a single business and geographical
segment, the reporting requirements for primary and secondary segment
disclosures prescribed by paragraphs 39 to 51 of Accounting Standard 17
-Segment Reporting, are not required to be disclosed in these financial
statements.
5. Related Party Disclosures i. List of related parties
a. Related parties where control exists
1 DEN Mahendra Satellite Private Limited (w.e.f. 27- Dec-07)
2 DEN Mod Max Cable Network Private Limited
(w.e.f. 27-Dec-07)
3 DEN Krishna Cable TV Network Private Limited (w.e.f. 27-Dec-07)
4 DEN Pawan Cable Network Private Limited (w.e.f. 27-Dec-07)
5 DEN BCN Suncity Network Private Limited (w.e.f. 27-Dec-07)
6 DEN Harsh Mann Cable Network Private Limited (w.e.f. 1-Mar-08)
7 DEN Classic Cable TV Services Private Limited (w.e.f. 1-May-08)
8 DEN Bindra Network Private Limited (w.e.f. 1-Jul-08)
9 DEN Montooshah Network Private Limited (w.e.f. 16-Jul-08)
10 DEN Ashu Cable Private Limited (w.e.f. 22-Aug-08)
11 DEN Shree Network Private Limited (w.e.f. 26-Sep-07)
12 Shree Siddhivinayak Cable Network Private Limited (w.e.f. 1-Dec-07)
13 Drashti Cable Network Private Limited (w.e.f. 1-Apr-08)
14 DEN MCN Cable Network Private Limited (w.e.f. 8-Apr-08)
15 Mahadev DEN Network Private Limited (w.e.f. 1-Feb-08)
16 Mahadev DEN Cable Network Private Limited (w.e.f. 1-Feb-08)
17 Mahadev DEN Cable Net Private Limited (w.e.f. 1-Feb-08)
18 DEN Digital Cable Network Private Limited (w.e.f. 1-May-08)
19 Malayalam Telenet Private Limited (w.e.f. 22-Aug-08)
20 DEN Bellary City Cable Private Limited (w.e.f. 1-Jan-09)
21 DEN-Manoranjan Satellite Private Limited (w.e.f. 1-Mar-08)
22 DEN Supreme Satellite Vision Private Limited (w.e.f. 30-May-08)
23 DEN Nashik City Cable Network Private Limited (w.e.f. 26-Jun-08)
24 Radiant Satellite (India) Private Limited (w.e.f. 2-Apr-08)
25 DEN Radiant Satelite Cable Network Private Limited (w.e.f. 2-Apr-08)
26 DEN Mewar Rajdev Cable Network Private Limited (w.e.f. 2-Apr-08)
27 DEN RIS Cable Network Private Limited (w.e.f. 1-Jun-08)
28 DEN Sky Media Network Private Limited (w.e.f. 31-May-08)
29 DEN Prince Network Private Limited (w.e.f. 1-Feb-08)
30 DEN Varun Cable Network Private Limited (w.e.f. 7-Jan-08)
31 DEN Crystal Vision Network Private Limited (w.e.f. 27-Dec-07)
32 Meerut Cable Network Private Limited (w.e.f. 1-Dec-07)
33 DEN Jai Ambey Vision Cable Private Limited (w.e.f. 5-Apr-08)
34 DEN Fateh Marketing Private Limited (w.e.f. 9-Apr-08)
35 DEN Prayag Cable Networks Private Limited (w.e.f. 1-Feb-08)
36 DEN Enjoy Cable Networks Private Limited (w.e.f. 2-Apr-08)
37 DEN Maa Sharda Vision Cable Networks Private Limited (w.e.f.
1-Apr-08)
38 DEN F K Cable TV Network Private Limited (w.e.f. 1-May-08)
39 DEN Shiva Cable Network Private Limited (w.e.f. 1-May-08)
40 DEN Pradeep Cable Network Private Limited (w.e.f. 1-Feb-08)
41 DEN Satellite Cable TV Network Private Limited (w.e.f. 1-Apr-08)
42 DEN Narmada Network Private Limited (w.e.f. 1-Sep-08)
43 DEN Ambey Cable Networks Private Limited (w.e.f. 11-Sep-07)
44 DEN Budaun Cable Network Private Limited (w.e.f. 1-Oct-08)
45 DEN Aman Entertainment Private Limited (w.e.f. 1-Oct-08)
46 DEN Kashi Cable Network Private Limited (w.e.f. 1-Mar-08)
47 DEN Futuristic Cable Networks Private Limited (w.e.f. 9-Oct-07)
48 DEN Digital Entertainment Gujarat Private Limited (w.e.f. 31-May-08)
49 Aster Entertainment Private Limited (w.e.f. 31-May-08)
50 DEN Entertainment Network Private Limited (w.e.f. 1-Sep-07)
51 Shine Cable Network Private Limited (w.e.f. 1-Dec-08)
52 Creative Cable Network (partnership firm) (w.e.f. 12-Oct-07)
53 Rajkot City Communication Private Limited (w.e.f. 10-Apr-09)
54 DEN Elgee Cable Vision Private Limited (w.e.f. 3-Jun-09)
55 DEN Malabar Cable Vision Private Limited (w.e.f. 30-Apr-09)
56 Amogh Broad Band Services Private Limited (w.e.f. 29-Jul-09)
57 Galaxy DEN Media & Entertainment Private Limited (w.e.f. 15-Jul-09)
58 DEN UCN Network India Private Limited (w.e.f. 25-Jul-09)
59 Bali DEN Cable Network Private Limited (w.e.f. 1-Sep-09)
60 Mahavir DEN Entertainment Private Limited (w.e.f. 1-Sep-09)
61 DEN Citi Channel Private Limited (w.e.f. 16-Nov-09)
62 DEN Satellite Network Private Limited (w.e.f. 15-Jan-10)
63 Fab DEN Network Private Limited (w.e.f. 1-Jan-10)
64 Fortune (Baroda) Network Private Limited (w.e.f. 31-Jul-09)
65 DEN Infoking Channel Entertainers Private Limited (w.e.f. 1-Aug-09)
66 United Cable Network (Digital) Private Limited (w.e.f. 1-Apr-10)
67 Shri Ram DEN Network Private Limited (w.e.f. 1-Apr-10)
68 DEN Krishna Vision Private Limited (w.e.f. 1-Apr-10)
69 CAB-I-NET Communications Private Limited (w.e.f. 1-May-10)
70 DEN Sahyog Cable Network Private Limited (w.e.f. 1-Jul-10)
71 DEN Sariga Communications Private Limited (w.e.f. 1-Aug-10)
72 IME Networks Private Limited (w.e.f. 27-Sep-10)
73 DEN Kattakada Telecasting and Cable Services Private Limited (w.e.f.
1-Oct-10)
74 DEN A.F. Communication Private Limited (w.e.f. 1-Dec-10)
75 Sree Gokulam Starnet Communication Private Limited (w.e.f.
24-Jan-11)
76 Big DEN Entertainment Private Limited (w.e.f. 1-Feb-11)
ii. Subsidiaries held indirectly
1 DEN Nanak Communication Private Limited (w.e.f. 1-Mar- 08)
2 DEN Saya Channel Network Private Limited (w.e.f. 30-Jun- 08)
3 DEN Ambey Citi Cable Network Private Limited (w.e.f. 1-Feb-08)
4 DEN Enjoy Navaratan Network Private Limited (w.e.f. 2-Apr-08)
5 DEN Ambey Jhansi Cable Network Private Limited (w.e.f. 1-Mar-09)
6 DEN Deva Cable Network Private Limited (w.e.f. 1-Apr- 08)
7 DEN Faction Communication System Private Limited (w.e.f. 1-Oct-08)
8 DEN Ambey Farukabad Cable Network Private Limited (w.e.f. 1-Mar-09)
9 Star Channel DEN Network Private Limited (w.e.f. 1-Aug-09)
10 Kishna DEN Cable Networks Private Limited (w.e.f. 1-Nov-09)
11 Divya Drishti DEN Cable Network Private Limited (w.e.f. 1- Apr-10)
12 DEN New Broad Communication Private Limited (we.f. 1-Jul-10)
13 Astron Media Networks Private Limited (we.f. 27-Sep-10)
14 Fun Cable Network Private Limited (w.e.f. 15-Feb-11)
15 Rajasthan Entertainment Private Limited (w.e.f. 23-Feb-11)
16 DEN BMC Cable Network Private Limited (w.e.f. 9-Dec-10)
b. Jointly Controlled Entity
1. Star Den Media Services Private Limited
c. Associates
1. Crystal Vision Media Private Limited
d. Entities under Significant Influence
1. Lucid Systems Private Limited
2. Setpro 18 Distribution Limited
3. Verve Engineering Private Limited
e. Key Managerial Personnel
1. Mr. Sameer Manchanda
6. Deferred Tax
a. Deferred tax assets and liabilities are being offset as they relate
to taxes on income levied by the same governing tax laws.
7. Operating Lease
The company has taken office premises and accommodation for its
employee under cancellable operating lease agreements. The lease rental
expense recognised in the profit and loss account for the year is Rs.
''(000) 83,287 [Previous year Rs. ''(000) 86,578].
8. Investments
a. Subsidiary Companies
During the year, the company has acquired majority control in certain
companies through share subscription and share purchase agreements for
a total consideration of Rs. ''(000) 1,323,358 [Previous year Rs. ''(000)
912,136]. Of this, consideration payable on account of share purchase
agreements to the erstwhile shareholder at the year-end amounting to
Rs. ''(000) 27,491 [Previous year Rs. ''(000) 84,978] has been disclosed
under sundry creditors. The Company has sold investments in a company
during the year for total consideration of Rs. ''(000) 9,142 [Previous
year Rs. ''(000) 12,631].
The company has also advanced Rs. ''(000) 82,925 [Previous year Rs.
''(000) 978,548] to acquire majority control in companies, the
agreements for which have not been concluded prior to the year-end.
Such balances have been disclosed under loans and advances. Balance
commitments on account of such agreements concluded / to be concluded
after the year end amount to Rs. ''(000) 360,763 [Previous year Rs.
''(000) 670,688].
The Company has also advanced Rs. ''(000) 110,645 [Previous year Rs.
''(000) Nil] for purchase of mutual fund units. These mutual fund units
were allotted on April 4, 2011.
9. Dividend on cumulative preference shares
Dividend on 0.001% cumulative preference shares amounts to Rs. ''(000)
Nil (Previous year 1.49).
10. Disclosures as per the Micro, Small and Medium Enterprises
Development (MSMED) Act, 2006
As per information available with the management, the balance due to
enterprises covered under the MSMED Act, 2006 is Rs. Nil (Previous year
Rs. Nil) and no interest has been paid or is payable under the terms of
the MSMED Act, 2006.
11. Disclosure pursuant to Accounting Standard 15 (Revised 2005) on
''Employee Benefits'' A. Defined contribution plans and state plans
The Company makes contribution toward the following defined
contribution for qualifying employees:
a. Employees'' Provident Fund (EPF)
b. Employees'' State Insurance (ESI)
c. Employees'' Pension Scheme (EPS)
B. Defined Benefit Plan
Gratuity Plan
The gratuity liability arises on retirement, withdrawal, resignation,
and death of an employee. The aforesaid liability is calculated on the
basis of 15 days salary (i.e. last drawn salary plus dearness
allowance) for each completed year of service or part thereof in excess
of 6 months, subject to a maximum of Rs. 1,000,000. Vesting occurs upon
completion of 5 years of service.
The present value of the defined benefit obligation and the related
current service cost are measured using the Projected Unit Credit
method with actuarial valuations being carried out at each balance
sheet date.
The following tables set out the status of the gratuity plan and
amounts recognised in the Company''s financial statements as at 31
March, 2011.
12. Employee Stock Option Plan 2010 (ESOP 2010)
a. The Company had established an Employee Stock Option Plan (ESOP
2010) in accordance with the Securities and Exchange Board of India
(Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 which have been approved by the Board of Directors and
the shareholders. A remuneration/ compensation committee comprising
majority of independent, non executive members of the Board of
Directors administers the ESOPs. All option under the ESOPs are
exercisable for equity shares. The Company has granted 5,000,000 equity
options to eligible employees of the Company & directors of the
subsidiary Companies.
b. There shall be a minimum period of one year between the grant of
options and vesting of options. The vesting period may extend up to
three years. The vesting shall happen in one or more tranches as may be
decided by the Compensation/Remuneration Committee. The exercise period
of the options is a period of one year after the vesting of the
options. Each option is exercisable for one equity share of Rs. 10 each
fully paid up on payment of exercise price (as determined by the
remuneration/ compensation committee) of share determined with respect
to the date of grant. The Company has granted 5,000,000 options up to
31 March, 2011.
d. Pro forma Accounting for Stock Option Grants
The Company applies the intrinsic value-based method of accounting for
determining compensation cost for its stock-based compensation plan.
Had the compensation cost been determined using the fair value approach
the Company''s net income and basic and diluted earning per share as
reported would have reduced to the pro forma amounts as indicated:
The Managing director was appointed vide a resolution passed by the
board of directors on 12 November, 2010. The provision for payment of
managerial remuneration for the year ended 31 March, 2011 as
recommended by the board of directors exceeded the limits prescribed
under section 198/309 read with schedule XIII of the Companies Act,
1956 and is subjected to the approval of Central Government. The
Company has applied to the Central Government for waiver of excess
remuneration paid to the managing director. However, permission is
still awaited.
13. Earnings per Equity Share (EPS)
Basic earnings per share have been computed by dividing net profit
after tax and after dividend on cumulative convertible preference
shares by the weighted average number of equity shares outstanding for
the year. Convertible preference shares have been considered in Diluted
Earnings per Share computation.
14. Previous year''s figures have been regrouped/ reclassified, wherever
necessary to confirm to the current year''s presentation.
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