1. During the year ended 31st March 2010, the Company had acquired
1,50,57,751 equity shares in Fame (India) Limited (Fame), being the
Promoters'' shareholding, through a block deal carried out on the Bombay
Stock Exchange. The Company had thereafter acquired another 25,07,537
equity shares in Fame, from the market, through two separate block
deals carried out on the Bombay Stock Exchange. As a result of these
acquisitions, the Company held 1,75,65,288 equity shares comprising of
50.48% stake in Fame. Pursuant thereto, as required under the
Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeover) Regulations, 1997, an Open Offer was made to the
Shareholders of Fame for acquisition of 82,31,759 equity shares in Fame
at a price of Rs 51 per share. In this regard, the Company had placed
Rs. 42 crores, being 100% of the funds required under the Open Offer,
in escrow with HDFC Bank, and the
1,50,57,751 equity shares acquired from the Promoters of Fame were
placed in escrow with Standard Chartered Bank, till the conclusion of
the Open Offer formalities.
During the current year, the open offer was made from 16th December
2010 to 4th January 2011 and after completion thereof, on 6th January
2011 the amount of Rs. 42 crores and the equity shares placed in escrow
were released. The Company''s stake in Fame now stands at 50.27% of the
existing issued and paid-up capital of Fame. Accordingly, as per the
provisions of Companies Act, 1956, Fame has become a subsidiary of Inox
Leisure Limited w.e.f. 6th January 2011.
2 During the year ended 31st March 2006, the Company had issued 500,000
equity shares of Rs. 10 each at a premium of Rs. 5 per share to Inox
Leisure Limited – Employees'' Welfare Trust (Trust) to be transferred
to the employees of the Company under the scheme of ESOP framed by the
Company in this regard. The Company has provided finance of Rs. 75 lacs
to the Trust for subscription of these shares at the beginning of the
plan.
As per the Guidance Note on Accounting for Employee Share-based
Payments issued by the Institute of Chartered Accountants of India,
shares allotted to the Trust but not transferred to employees is
required to be reduced from Share Capital and Reserves. Out of the
500,000 equity shares allotted to the Trust, 146,263 shares have been
transferred to employees up to 31st March 2011. Accordingly, for the
balance number of shares, the Company has reduced the Share Capital by
the amount of face value of equity shares and Share Premium Account by
the amount of share premium on such shares. The Company has also given
effect to the above in the calculation of its Basic and Diluted
earnings per share.
Following stock options have been granted to the employees:
On 29th January 2007 (First Grant) 244,120 shares
On 27th October 2009 (Second Grant) 33,332 shares
The vesting period for these equity settled options is between one to
four years from the date of the grant. The options are exercisable
within one year from the date of vesting. The compensation costs of
stock options granted to employees are accounted by the Company using
the intrinsic value method.
All stock options are exercisable at the exercise price of Rs. 15 per
option and the weighted average remaining contractual life is as under:
Options granted on 29th January 2007 0.83 years
Options granted on 27th October 2009 2.08 years
In respect of the options granted under the Employees'' Stock Option
Plan, in accordance with the Guidance Note on Accounting for Employee
Share-based Payments issued by the Institute of Chartered Accountants
of India, the accounting value of options is amortized over the vesting
period. Consequently, ‘Salaries, Wages, Allowances and Benefits'' in
Schedule 17 includes Rs. 9.87 lacs (previous year Rs. 16.22 lacs) being
the amortization of employee compensation.
Had the Company adopted fair value method in respect of options
granted, the employee compensation cost would have been higher by Rs.
0.58 lacs, profit after tax lower by Rs. 0.58 lacs and the basic and
diluted earnings per share would have been lower by less than Rs. 0.01
each.
3. In respect of Service-tax Matters
As per the amendment made by the Finance Act 2010, renting of immovable
property was defined as a taxable service with retrospective effect
from 1 June, 2007. Accordingly, in the annual accounts for the year
ended 31st March 2010, the Company had provided service tax for Rs.
561.34 lakhs in respect of rentals paid for the year ended 31st March,
2009 and 31st March, 2010.
During the current year, the Company has challenged this levy by filing
Writ Petition with various High Courts. While Honourable High Court of
Mumbai, Delhi and Karnataka have granted stay for the levy of service
tax in respect of immovable properties of the Company situated within
their respective jurisdictions, matter is pending for hearing at
Honourable Andhra Pradesh High Court.
Based on legal advice obtained by the Company, the levy of service tax
on renting of immovable property cannot be said to be final, and
accordingly no provision of service tax of Rs 423.63 lakhs on lease
rentals is made for the year ended 31st March, 2011. Further, the
amount of Rs 561.34 lakhs provided in the accounts during the year
ended 31st March 2010, towards service tax on lease rentals for the
year ended 31st March 2009 and 31st March 2010, has been reversed and
netted in Schedule 17: Operating and Other Expenses.
4. In respect of taxation matters
(a) In the appellate proceedings before the Commissioner of Income-tax
(Appeals) the Company''s contention that the amount of entertainment tax
exemption availed for some of its multiplexes is a capital receipt has
been accepted. Accordingly, treating the amount of entertainment tax
exemption amounts as a capital receipt in respect of multiplexes in
those States covered by the orders of the Commissioner of Income-tax
(Appeals), during the year ended 31st March 2010 the Company had
recomputed its current tax liability and deferred tax liability, and
credited an amount of Rs. 192.63 lakhs in the Profit and Loss Account
under ‘Taxation in respect of Earlier Years''.
Provision for current tax is also made on the same basis and
consequently the provision for current taxation is for Minimum
Alternate Tax payable on book profit.
(b) The Minimum Alternate Tax (MAT) paid by the Company is entitled to
be carried forward and utilized in subsequent years. In the opinion of
management, on the basis of projections, estimates of future taxable
income and the extension of period for utilization of MAT credit as per
the amendment made by the Finance Act (No. 2), 2009, the Company would
have normal tax liability within the specified period to avail such MAT
credit. Consequently, during the year ended 31st March 2010, the
Company had recognized the MAT credit entitlement of Rs. 978.00 lakhs
in respect of earlier years.
5. In the opinion of Board of Directors, the current assets, loans and
advances are approximately of the values stated if realised in the
ordinary course of business and the provisions of depreciation and of
all known liabilities are adequate and not in excess of the amount
reasonably necessary.
6. Term loan from Axis Bank is secured by mortgage of immovable
property situated at Vadodara and charge on all stocks, debts and
movable properties situated at Burdhwan, Indore Central, Rajarhat
(Kolkata), Jayanagar (Bangalore), Siliguri and Maleshwaram (Bangalore)
multiplexes.
Term loan from Citi Bank is secured by mortgage of immovable property
situated at Pune and charge on all movable assets situated at Pune,
Thane and Rajapark (Jaipur) multiplexes and five future multiplexes.
Term loan from ING Vysya Bank is secured by charge on immovable
property situated at Nariman Point and exclusive charge on all the
current and fixed assets situated at Vizag Beach Road, Vizag CMR Mall,
Kanpur, Belgaum, J.P.Nagar (Bangalore) multiplexes and two future
multiplexes.
Term loan from Canara Bank was secured by mortgage of immovable
property situated at Nariman Point and hypothecation of movable
properties and current assets at Nariman Point.
7. Contingent Liabilities:
a. Claims against the Company not acknowledged as debt – Rs. 79.45
lacs (Previous Year Rs. 58.95 lacs) b Bank Guarantees in respect of:
i. Entertainment tax exemption availed – Rs. 498.20 lacs (previous
year Rs. 384.47 lacs)
ii Other matters – Rs. 6.07 lacs (previous year Rs. 7.07 lacs)
c Municipal Tax demand – Rs. 475.39 lacs (Previous Year Rs. 402.45 lacs)
d Entertainment Tax demand – Rs. 53.06 lacs (Previous Year Rs. 53.06
lacs)
e Service Tax demand – Rs. 97.31 lacs (Previous Year Rs. 55.74
lacs)
f ESIC demand – Rs. 9.71 lacs (Previous Year Rs. Nil)
g In respect of service tax on lease rentals – refer to note
no. 4 above
9. In respect of Entertainment Tax liability of the Company and its
treatment in these accounts: -
a. The exemption from payment of Entertainment Tax in respect of
Multiplexes of the Company, which are eligible for such exemption, is
subject to fulfillment of the terms and conditions of the respective
Government policies issued in this regard. The amount of Entertainment
Tax exemption availed so far by the Company, which is liable to be paid
if the relevant multiplex ceases operations prior to completing the
minimum period of operations in terms of the respective policies of the
States – Rs. 7404.63 lacs (previous year Rs. 6744.70 lacs).
b The Entertainment Tax exemption in respect of some of the Multiplexes
of the Company has been accounted on the basis of eligibility criteria
as laid down in the respective Schemes but is subject to final Orders
yet to be received from respective authorities. Accordingly the amount
of Rs 440.46 lacs (Previous Year Rs. 277.14 lacs) being Entertainment
Tax in respect of such Multiplexes has not been charged to profit &
loss account. Cumulative amount as on 31st March 2011 - Rs. 2812.86
lacs (as on 31st March 2010 - Rs. 2372.40 lacs).
c In respect of the Multiplex Cinema Theatre at Vadodara, the issues in
respect of the eligibility for exemption from payment of entertainment
tax and the method of computing the exemption availed, have been
decided in favour of the Company by the Honourable High Court of
Gujarat vide its order dated 26th June, 2009. The matter regarding
method of computation of eligibility amount is challenged by the
Government Department before the Honourable Supreme Court. Pending
receipt of final eligibility certificate the figures indicated in the
(b) above include the figures pertaining to the said Multiplex.
8. Estimated amounts of contracts remaining to be executed on capital
account and not provided for, net of advances - Rs. 174.50 lacs
(Previous Year Rs. 1109.42 lacs)
9. In view of the diverse nature of food and beverages sold by the
Company, in the opinion of the management, it is not practical to give
quantitative details thereof. Consequently, quantitative information
regarding purchases, turnover, opening / closing stocks in respect of
the same are not given. All items of food and beverages are
indigenously procured.
10. Amount of Rs. 94.58 lacs (Previous year Rs. 266.96 lacs) is paid
towards Legal & Professional fees to four firms in which one of the
directors is a partner.
11. Tax deducted at source from Interest received is Rs. 32.45 lacs
(Previous Year Rs. 4.81 lacs).
12. The arbitration award in the matter of disputed recoveries
pertaining to one of the multiplex of the Company has been received in
favour of the Company and the arbitrator has further granted interest
claimed on the unpaid amount at the rate of 15% p.a. The Company has
accordingly accounted interest of Rs. 18.23 lakhs. (Previous Year Rs.
75.07 lacs, including for earlier years) Total amount of interest
receivable upto 31st March, 2011 is Rs.93.30 lakhs. During the current
year the said award has been challenged before the District Court and
the matter is pending.
13. The Company''s significant leasing arrangements are in respect of :-
a. Operating leases for premises (offices and residential
accommodations for employees) - Generally, these lease arrangements are
non-cancelable, range between 11 months to 33 months and are usually
renewable by mutual consent on mutually agreeable terms. Lease rentals
of Rs. 2.62 lacs (Previous Year Rs. 3.01 lacs) are included in
‘Property Rent and Conducting Fees'' in Schedule 17 to the Profit and
Loss Account.
b. The Company is operating some of the multiplexes under Operating
Lease / Business Conducting Arrangement. These arrangements are for a
period of 9-25 years with a minimum lock-in period of 3-10 years and
the agreement provides for escalation in rentals after pre-determined
periods. Property Rent and Conducting Fees of Rs. 4335.15 lacs
(Previous Year Rs. 3006.30 lacs) are included in ‘Property Rent and
Conducting Fees'' in Schedule 17 to the Profit and Loss Account.
22. The operating licenses in respect of some of the multiplexes are
not in the name of the Company.
B. Information about Secondary (Geographical) Segment
All the multiplexes of the Company are located in India and all the
movies are produced/distributed in India. The power is also generated
and sold / captively consumed in India. Hence the Company is operating
in a single geographical segment.
C. Notes:
a. The Company operates in following business segments:
i Theatrical Exhibition Business – Operating & Managing Multiplex
Entertainment Centres and cinema theatres ii Film Distribution Business
– Distribution of Movies iii Film Production Business – Production of
Movies iv Power Business – Generation of Wind Power
b. Inter-segment revenue of Distribution Business comprises of film
distributors'' share in respect of movies distributed by the Company and
exhibited in its multiplexes. Inter-segment revenue of Power Business
comprises of power generated and consumed in Multiplex Business.
Inter-segment revenues are priced at market price.
c. The above segment information includes the respective amounts
identifiable to each of the segments and amounts allocated on a
reasonable basis.
14. Employee Benefits:
a) Defined Contribution Plans: Contribution to Provident Fund of Rs.
121.16 lacs (Previous year Rs. 94.05 lacs) is recognized as an expense
and included in ‘Contribution to Provident & Other Funds'' in the Profit
and Loss Account and Rs. 1.32 lacs (Previous Year Rs. 2.35 lacs) is
included in pre-operative expenses.
b) Defined Benefit Plans: The amounts recognized in respect of Gratuity
and Leave Encashment – as per Actuarial valuation
The above defined benefit plans are unfunded. The estimate of future
salary increase, considered in actuarial valuation, take account of
inflation, seniority, promotion and other relevant factors such as
supply and demand in the employment market.
15. Related Party Disclosure:
(i) Where Control Exists
a. Gujarat Fluorochemicals Limited – Holding Company
b. Inox Leasing & Finance Limited – Ultimate Holding Company
c. Fame India Limited – Subsidiary Company (w.e.f. 6th January, 2011)
d. Fame Motion Pictures Limited (formerly Shringar Films Limited) –
subsidiary of Fame India Limited
e. Big Pictures Hospitality Services Private Limited – subsidiary of
Fame India Limited
(ii) Other related parties with whom there are transactions:
a. Inox Motion Pictures Limited – Fellow Subsidiary
b. Mr. Alok Tandon (Manager) – Key Management Personnel
16. In respect of amounts mentioned under unclaimed dividends, the
actual amount to be transferred to the Investor Education and
Protection Fund shall be determined on the due date.
17. Statement Pursuant to Part IV of Schedule VI to the Companies Act,
1956, is enclosed vide Annexure. |