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Geodesic
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Explore Geodesic connections « Mar 10
Notes to Accounts Year End : Mar '11
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.
 
Source : Dion Global Solutions Limited
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