Nature of Operations:
The Company is the creator of Mundu ICE Information, Communication and
Entertainment Stack based on a universal Instant Messaging Platform.
The Company continuously upgrades existing products and develops new
products to keep ahead of the curve.
1. Segment Reporting:
The primary reporting of the Company has been disclosed on the basis of
business segment. The Company has only one business segment which is
software product sale and related consultancy services. Accordingly,
the amounts appearing in these financial statements relate to this
primary segment. Further the Company sells and provides services
mainly outside India and also within India. Thus disclosures under
secondary segment reporting are as follows:
- Revenue by Geographical Segment
The Company''s operating facilities are located in India.
The total cost incurred during the year to acquire fixed assets within
India is disclosed at Schedule 6. Segment revenue is based on
geographical locations of customers and segment asset is based on
geographical location of assets.
2. Contingent Liability (not provided for) exist in respect of:
Rs. in lakhs
Sr. Particulars 2010-11 2009-10
No.
a) Outstanding bank guarantees 32.62 35.95
b) Letter of Credit given by bank on behalf
of the Company 759.49 –
c) Income tax Demand in respect of an earlier
year(s) under dispute
1. Appeal pending with CIT Appeals VIII for
AY 2005-06 6.93 6.93
2. Appeal pending with CIT Appeals XXX for
AY 2006-07 – 0.53
3. Appeal pending with CIT Appeals XXX for
AY 2007-08 – 4.14
4. Appeal pending with CIT Appeals XXX for
AY 2008-09 – 7.26
4. Appeal pending with CIT Appeals XXX for
AY 2009-10 – 0.08
Total 799.04 54.89
3. Share Capital:
Employees have exercised 2,550 (P.Y. 28,825) stock options during the
year, which has resulted in an increase in Equity Share Capital by Rs.
0.05 lakhs (P.Y. Rs. 0.58 lakhs) and Security Premium Account by Rs.
2.13 lakhs (P.Y. Rs. 24.04 lakhs).
The Board of Directors, in its meeting held on 7th May, 2010 announced
a buy back of equity shares for upto 10% of the shares. On 26th
November, 2010, the Board declared the completion of buy back process.
The Company bought back 21,05,000 equity shares aggregating to Rs.
20,70,77,740/- (Rupees Twenty Crores Seventy Lakh Seventy Seven
Thousand Seven Hundred Forty Only) which was within the limits
specified. The company bought back 2.28 % of its pre buyback equity in
the entire process. As a result of the buy back Equity Share Capital
account has reduced by Rs. 42.10 lakhs and the Securities Premium
Account by Rs. 2,035.81 lakhs.
4. Foreign Currency Convertible Bonds (FCCB):
In January 2008, the Company raised Rs. 49,962.50 lakhs equivalent to
US$ 125 million on the issue of Zero Coupon Convertible Bonds, due on
18th January, 2013 to overseas investors vide RBI approval no.
fied.CO.EBCD/3013/03.02.766/2077-08 dated 5th December, 2007. As per the
approval the funds can be utilised only for overseas acquisitions and
investments in joint ventures / wholly owned subsidiaries and for any
other use as may be permitted under applicable laws or regulations from
time to time.
The Bonds constitute the Company''s direct, unconditional,
unsubordinated and unsecured obligations and will at all times rank
parri passu and without any priority amongst themselves. The Company''s
payment obligations under the Bonds shall, save for such exceptions as
may be provided by mandatory provisions of applicable law, at all times
rank at least equally with all of its other present and future direct,
unconditional, unsubordinated and unsecured obligations.
The conversion price of the Bonds, subject to certain conditions, will
initially be Rs. 302.27 per share with a fixed rate of exchange on
conversion of Rs. 39.13 = US$ 1.00.
The Bonds are listed on the official list of the Singapore Exchange
Securities Trading Ltd (SGX-ST) (the Singapore Stock Exchange).
During the year ending March 2010, the Company has repurchased FCCB of
the face value of US$ 8.50 Million, listed on the Singapore Stock
Exchange, in accordance with the A.P. (DIR Series) Circular No. 39
dated 8th December, 2008 (the Circular) issued by the Reserve Bank of
India. As on 31st March, 2011 Bonds with the nominal value of US$
113.50 million are outstanding. The Company may repurchase more of
these bonds depending upon the market conditions.
During the current year the Company has not re-purchased FCCB''s,
therefore profit / loss on buy back is Rs. Nil (P.Y. Rs. 676.36 lakhs)
and has also written back the provision for interest accrued but not
due on the buy back of Bonds during the current year amounting to Rs.
Nil (P.Y. Rs. 121.61 lakhs).
The Bonds carry an yield of 6.60% per annum based on the same, interest
of Rs. 3,389.27 lakhs (P.Y. Rs. 3,677.44 lakhs) has been provided in
the accounts (refer Schedule 21 of the Balance Sheet).
5. Related Party Disclosures:
(i) List of Related Parties
Related Parties with whom transactions have taken place during the
year:
a. Key Managerial Personnel (KMP):
Mr. Pankaj Kumar
Mr. Kiran Kulkarni
Mr. Prashant Mulekar
b. Enterprise over which Key Management Personnel exercise significant
infuence:
None
c. Subsidiary Companies:
(A) Direct Holding (B) Indirect Holding
Chandamama India Limited (CIL) –
Filmorbit.Com India Private Limited (FIPL) –
Geodesic Gridpoint Energy Private Limited –
(GGEPL)
Geodesic Technology Solutions Ltd, Hong Kong –
(GTSL)
Geodesic Holdings Limited (GHL) (i) Geodesic Information Systems Inc.
(GIS)
(ii) Interactive Networks International (INI)
(iii) Publicidad Digital S.A. (PD)
(iv) Emiloto Associated Inc. (EAI)
(v) Geodesic (Hong Kong) Ltd (GHKL)
(vi) Geodesic Technology FZE (GT FZE)
(vii) Zomo Technologies Ltd (ZTL)
(viii) Spokn Communications Pte Ltd (SCPL)
6. Subsidiary Companies / Acquisition of Companies:
During the year the Company invested Rs. 35,332.47 lakhs (P.Y. Rs.
8,722.80 lakhs) towards 77,999,900 (P.Y. 19,000,000) shares of US$ 1
each in Geodesic Holdings Limited, Mauritius. The said investment
amount will be utilised for streamlining the Company''s stake in foreign
subsidiaries for better integration, smoother flow of information and
creating a strong base for future business growth.
The Company acquired Zomo Technologies Ltd through its 100% subsidiary
Geodesic Holdings Ltd, Mauritius.
A sum of Rs. 14.92 lakhs (P.Y. Rs. 14.67 lakhs) has been accrued
towards interest receivable from Geodesic (Hong Kong) Ltd., Hong Kong,
a 100% subsidiary of the Company for the year and the same has been
shown under Loans and Advances in Schedule 12 of the Accounts.
The Company had invested Rs. 3,021.96 lakhs in Geodesic Technology
Solutions Limited a 100% subsidiary which is lying in Share Application
which was to be allotted during financial year 2010-11. During the year
Rs. 571.41 lakhs has been converted to equity by allotment of
100,00,000 equity shares of HKD 1 each at par, as a result of which the
amount lying in Share Application as at the end of the financial year
pending allotment is Rs. 2,450.55 lakhs.
As at the year end, closing balance of Rs. 5,492.41 lakhs (P.Y Rs.
5,662.02 lakhs) net of foreign exchange rate fuctuation, is shown under
Loans and Advances in Schedule 12 of the Accounts.
During the year, the Company has applied for an additional 22,70,000
equity shares of Rs. 10 each in Chandamama India Limited on a
preferential basis for an amount of Rs. 227 lakhs. This money is lying
in Share Application pending allotment.
During the year the Company invested additional funds at par in the
following Indian subsidiaries and associates:
a) ITM Digital Private Limited (IDPL) was incorporated as a subsidiary
in FY 2009-10, but thereafter Zee Entertainment Limited invested 60% in
the Company, after which it ceased to be a subsidiary of the Company.
During the year the Company has made additional investment to Rs.
40,00,000 (P.Y. Rs. 99,990).
b) Geodesic Gridpoint Energy Private Limited (GGEPL) with an investment
ofRs. 24,59,990 (P.Y. Rs. 99,990).
c) The Company has invested further funds ofRs. 31,50,000 (P.Y. Rs.
5,00,000) in Filmorbit.Com India Private Limited (FIPL) to increase its
stake to 87.95%. Consequently, FIPL has become a subsidiary of the
Company during the year.
7. Disclosure for operating leases:
a) Non-cancellable lease:
The Company''s significant leasing agreements are in respect of operating
leases for official premises and guest house. These leasing arrangements
are non-cancellable for a period of three years and are usually
renewable by mutual consent on mutually agreeable terms.
The aggregate lease rentals are charged as Rent under Schedule 20.
b) Cancellable lease:
The other leasing agreements for the premises are considered as
cancellable leasing agreements. The aggregate lease rentals are
charged as Rent under Schedule 20.
8. The Company has investments in its wholly owned subsidiary,
Chandamama India Limited to the tune of Rs. 1,954.59 lakhs. The net
worth of this subsidiary is negative / less than 25% of investment in
that subsidiary as on 31st march, 2011. The Company has not made any
provision against diminution in value of investment in shares of the
aforesaid subsidiary. The management is confident of fetching the value
of investment based on the assets owned by the Company – both physical
and non-physical. The Company is in the process of producing two
animation film series, enhancing its subscription base and selling
content on new media which will ultimately generate profits in the
coming year.
9. Based on the information available with the Company, none of the
vendors fall under the definition of micro, small and medium scale
enterprises. This information is not verifable by the auditors.
10. The production of software is not capable of being expressed in
any generic unit. However, the Company manufactures/deals in a hardware
product. The quantitative information as required by certain clauses of
paragraphs 3, 4C and 4D of Part II of Schedule VI of the Companies Act,
1956 are attached separately. Also, as the activities of the Company
do not require industrial licensing, the fgures for licensed capacity
are not given.
11. Figures of the previous year have been regrouped/ rearranged
wherever necessary to correspond with the fgures of the current year.
Amounts and other disclosures for the preceding period are included as
an integral part of the current year financial statements and are to be
read in relation to the amounts and other disclosures relating to the
current year.
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