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Moser Baer (India)
BSE: 517140|NSE: MOSERBAER|ISIN: INE739A01015|SECTOR: Computers - Hardware
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Explore Moser Baer connections « Mar 10
Notes to Accounts Year End : Mar '11
1 Contingent Liabilities
 
 In respect of:-
 
 1.1 Corporate guarantees given on behalf of the Subsidiary Companies:
 Rs.21,253,587,500 (Previous Year Rs.  17,383,425,000). Against these
 guarantees, loans aggregating Rs.18,083,789,271 (Previous Year Rs.
 16,042,958,865) have been availed by the subsidiary companies. (Refer
 Note 11.4 below)
 
 1.2 Disputed demands (Gross) in respect of:- 
 
                                              2010-11          2009-10
 
                                                (Rs.)            (Rs.)
 
 Entry Tax
 
 [Amount paid under protest Rs. 1,863,606 
 (Previous Year Rs. 1,688,086);
 
 bank guarantees furnished Rs. 2,058,688 
 (Previous Year Rs. 1,882,668)]            127,297,833     126,302,825
 
 Service Tax
 
 [Amount paid under protest Rs. 2,953,470 
 (Previous Year Rs. 2,953,470)             154,559,343     148,498,311
 
 Sales Tax
 
 [Amount paid under protest Rs. 4,543,604 
 (Previous Year Rs. 7,003,604);
 
 bank guarantees furnished Rs. 11,408,640 
 (Previous Year Rs. 24,987,468)]            16,728,917     101,925,563
 
 Custom duty and Excise duty
 
 [Amount paid under protest Rs. 4,500,696
 
 (Previous Year Rs. 594,598) ; bank 
 guarantees furnished Rs. 12,000,000
 
 (Previous Year Rs. 12,000,000)             32,668,448      26,865,664
 
 Income Tax
 
 [Amount paid under protest Rs. 34,500,000
 
 (Previous Year Rs. 34,500,000)]            85,294,174      85,294,174
 
 Total                                     416,548,715     488,886,537
 
 1.3 Claims against the Company not acknowledged as debts: Rs. 2,317,645
 (Previous Year Rs. 2,317,645).
 
 The amount shown in 1.1 above represents guarantees given in the normal
 course of the Company''s operations and are not expected to result in
 any loss to the Company on the basis of the beneficiary fulfilling its
 ordinary commercial obligations.
 
 The amounts shown in 1.2 and 1.3 above represent the best possible
 estimates arrived at on the basis of available information. The
 uncertainties and possible reimbursements are dependent on the outcome
 of the different legal processes which have been invoked by the Company
 or the claimants as the case may be and therefore cannot be estimated
 accurately. The Company engages reputed professional advisors to
 protect its interests and has been advised that it has strong legal
 positions against such disputes.
 
 2 In February 2003, Moser Baer India Limited (Moser Baer), and Imation
 Corporation Inc., USA (Imation), formed an associate Company called
 Global Data Media FZ LLC (GDM). GDM is owned 51% by Imation, and 49% by
 Moser Baer. On October 27, 2006, Imation filed a suit in Minnesota, USA
 against Koninkiljke Philips Electronics NV (Philips) seeking a
 Declaratory Judgement on the validity of the Cross License Agreement
 (CLA) entered into with Minnesota Mining and Manufacturing Co.  (3M)
 and its assignment to Imation and its subsidiaries (including GDM).
 Moser Baer supplies recordable media to GDM and Imation under the ambit
 of CLA.
 
 Philips filed a suit against Moser Baer in The Hague, Netherlands
 challenging the status and validity of the CLA under which supplies of
 recordable media have been made to Imation and its subsidiaries. With a
 view to reinforce its stand on the CLA , Imation joined the proceedings
 in the Netherlands as a party, to contest the suit.
 
 In order to protect the rights arising out of various patent license
 agreements executed between Moser Baer and Phillips, Moser Baer filed a
 suit against Philips challenging the default notices issued by Philips
 thereby pre-empting any possibility of termination of the
 aforementioned license agreements.
 
 During the previous year, the company had entered into a Settlement
 Agreement with Phillips and Imation thus bringing an end to all
 disputes and also entered inti a Capacity based Licencing Agreement
 with Philips for payment of licence fees on recordable media for a
 period of four year, the finical impact of which has been considered in
 these financial statement.
 
 3 During the Previous Year 2009-10, the Company had entered into a
 Business Transfer Agreement with Moser Baer Entertainment Limited, a
 wholly owned subsidiary, for transfer of its entertainment business on
 a slump sale basis. The consideration was determined based on an
 valuation done by an independent valuer appointed by the Company. As a
 result, the following assets and liabilities were transferred to the
 subsidiary on a going concern basis. Surplus arising from transfer of
 business aggregating Rs 64,041,243 is included in Other income.
 
 4 4.1 Estimated value of contracts remaining to be executed on capital
 account and not provided for (net of advances): Rs. 447,328,684
 (Previous Year Rs. 382,458,388).
 
 4.2 Letters of Credit opened by banks on behalf of the Company: Rs.
 859,758,073 (Previous Year Rs. 906,671,619).
 
 5 (A) Lease Obligations
 
 The Company has entered into operating leases for its offices, guest
 houses and employee''s residences that are renewable on a periodic basis
 and are cancellable at Company''s option. Total lease payments
 recognized in the statement of Profit and Loss Account: Rs. 61,856,036
 (Previous Year Rs. 62,084,330). The total rent recovered on sub lease
 during the year is Rs. 21,001,680 (Previous Year Rs.141,924).
 
 5 General Description of Lease terms :
 
 a.  The Company has provided buildings and utilities on financial lease
 to units operating in its SEZ division.
 
 b. Buildings are given on lease for a period of 20 years and utilities
 are given for a period of 7-10 years. Apart from the regular lease
 rental the Company has also taken interest free refundable security
 deposits of Rs. 1,605,000,000 (Previous Year Rs 1,605,000,000) from the
 lessees which is refundable at the end of the lease term.
 
 7 Taxation
 
 Provision for taxation has not been made in the absence of assessable
 taxable profits as per Income Tax Act, 1961.
 
 Deferred tax in respect of timing differences for undertakings enjoying
 tax holiday period under section 10A and section 10B of the Income Tax
 Act, 1961 have been recognised in the year in which they originate, to
 the extent that such differences reverse after the tax holiday period.
 
 8 Employees Stock Option Plan (ESOP) and Directors'' Stock Option Plan
 (DSOP)
 
 a) Employee Stock Option Plan-2004 & Director''s Stock Option Plan-2005
 
 The Company has granted options to its non-executive directors and
 employees of the Company and its subsidiaries, to be settled through
 issue of equity shares, The options granted vest over period of maximum
 of four years from the date of grant.
 
 In case Employee Stock Option Plan -2004, The Exercise Price shall be
 as follows:- (I) Normal allocation- Rs125 per Option or prevailing
 Market Price, whichever is higher.
 
 (ii) Special allocation- 50% of the Options at Rs 125 per Option or
 prevailing market price ,whichever is higher and the balance 50%of the
 Options at Rs 170 Per Option or prevailing market price ,whichever is
 higher.
 
 In case of Director''s Stock Option Plan, the Exercise Price shall be
 Rs. 170 per Option or prevailing Market Price, whichever is higher.
 
 Two options granted before the record date under the above plans
 entitles the holder to three equity shares of the Company.
 
 The options outstanding at the end of year had exercise prices in the
 range of Rs. 125 to Rs. 491.90 (Previous Year Rs. 125 to Rs. 491.90)
 and a weighted average remaining contractual life of 1.39 years
 (Previous Year 2.24 years).
 
 During the year Nil (Previous Year Nil Nos. ) options were exercised
 resulting in a premium of Nil (Previous Year Rs. Nil) which is the
 excess of exercise price of the options and nominal value of shares
 allotted.
 
 Employee Stock Option Plan-2009
 
 During the year the Company established a stock option plan called.
 Moser Baer India Limited Stock Option Plan 2009 The plan was
 established on September 8, 2009.The plan was setup to offer and grant
 stock options, in one or more tranches, to employees and directors of
 the Company as the compensation committee of the Company determine. The
 granted options shall be settled through issue of equity shares. The
 exercise price shall be as follows:- (I) Normal allocation- Market
 price on the date of grant.
 
 (ii) Special allocation- 50% of the Options at Rs 125 per Option or
 prevailing market price ,whichever is higher and the balance 50%of the
 Options at Rs 170 Per Option or prevailing Market Price, whichever is
 higher.
 
 All Options, whether vested or unvested, granted to grantee shall in
 any case expire after a period of 7 years from the offer date.
 
 During the current year, the Company under the 2009 plan has issued
 497,600 Nos options to eligible employees. No options have been
 exercised during the year. The vesting period for the option granted
 varies from 12 to 48 months from the date of the grant.
 
 The options outstanding at the end of year had exercise prices in the
 range of Rs. 46.30 to Rs. 170.00 (Previous Year Rs.  75.95 to Rs.
 170.00) and a weighted average remaining contractual life of 3.04 years
 (Previous Year 3.94 years).
 
 Fair values used for above computations have been calculated by taking
 into account the weighted average vesting period of the options.
 
 10.3 The Ministry of Corporate Affairs, Government of India vide its
 General Notification No. S.O.301(E) dated 8th February 2011 issued
 under Section 211(3) of the Companies Act, 1956 has exempted certain
 classes of companies from disclosing certain information in their Notes
 to Accounts. The Company being an ''export oriented company'' is entitled
 to the exemption. Accordingly , disclosures mandated by paragraphs
 3(i)(a) and 3(ii)(d) of Part II, Schedule VI to Companies Act, 1956 has
 not been disclosed.
 
 11.2 (a) During the year, the terms of the existing investment of
 7,500,000, 9% Redeemable Preference Shares of Rs 10 each (optionally
 redeemable at the option of the issuer at premium of Rs 90/- per share
 subject to compulsory redemption within 20 years from the date of
 allotment), invested in MB SEZ Developer Limited, the subsidiary
 company have been altered (with retrospective effect from 1st April
 2009) to 7,500,000 9% Compulsorily Cumulative Convertible Preference
 Shares of Rs 10 each fully paid up into Equity Shares with in a period
 of 10 years from the original date of allotment i.e. 1st April, 2009 at
 the option of the Company. The ratio of conversion would be decided at
 the time of conversion.
 
 11.2 (b) The terms of the existing 63,114,660, Redeemable Preference
 Shares of Rs 10 each invested in Moser Baer Investments Limited, the
 subsidiary company, during the year, have been altered to Compulsorily
 Convertible Preference Shares into Equity Shares with in a period of 10
 years from the original date of allotment i.e. 4th May, 2010 at the
 option of the Company. The ratio of conversation shall be 1:1
 
 13 Segment information
 
 The company is primarily in the business of manufacture and sale of
 Optical Storage Media. The other activities of the company comprise
 creation/ replication and distribution of content, sales of consumer
 electronic products and operations and maintenance of sector specific
 Special Economic Zone for non-conventional energy.
 
 As the single financial report contains both consolidated financial
 statements and the seperate financial statements of Moser Baer India
 Limited(the parent), segment information has been presented only on the
 basis of consolidated financial statements of the year ended 31st March
 2011. For details, refer Note no. 17 of consolidated financial
 statement.
 
 14 Service Income shown in the profit and loss account includes income
 earned by the SEZ division of the Company in the form of lease rental
 for assets given on lease and utility services provided to the entities
 situated in the SEZ.
 
 15 Employee Benefits
 
 The Company has classified the various benefits provided to employees
 as under - I Defined Contribution Plans Provident Fund
 
 II State Plans
 
 a.  Employers'' Contribution to Employee''s State Insurance Act, 1948
 
 b.  Employers'' Contribution to Employee''s Pension Scheme, 1995
 
 III Defined Benefit Plans
 
 a).  Contribution to Gratuity Funds – Life Insurance Corporation of
 India 
 
 b).  Leave Encashment
 
 16 Foreign Currency Convertible Bonds
 
 (a) The Company has bought back and cancelled Nil (Previous Year 35)
 Zero Coupon Tranche A Convertible Bonds and Nil (Previous Year
 
 70) Zero Coupon Tranche B Convertible Bonds (FCCBs) of the face value
 of USD 100,000 each, the purchase being made with the approval of the
 Reserve Bank of India, at a discount to the face value. This has
 resulted in a saving (net of brokerage) of Rs. Nil (Previous Year Rs.
 180,762,906) which has been reflected as part of Exceptional items.
 (Refer Schedule 21) Consequent upon such buy back and cancellation, the
 Company''s obligation to convert the said Bonds into shares, if so
 claimed by the Bond Holder and/or to redeem the same in foreign
 currency, has come to an end vis-à-vis the cancelled bonds.
 
 Premium payable on redemption of FCCB accrued up to March, 31, 2011
 calculated on prorata basis Rs. 1,064,331,621 (Previous Year Rs.
 762,653,374) has been fully provided for and charged to Securities
 Premium Account. In the event that the conversion option is exercised
 by the holders of FCCB in the future, the amount of premium charged to
 the Securities Premium Account shall be written back to Security
 Premium Account.
 
 19 Government Grant:
 
 Ministry of New and Renewable Energy of the Government of India, as
 part of its Jawaharlal Nehru Nation Solar Mission 2010 sanctioned a
 Research and Development (''R&D'') grant to the company for its project
 ''Development of CIGS solar cell pilot plant to achieve grid parity
 solar cells''. One of the objectives of the grant is to develop low cost
 solar cell module with an aim to meet grid parity by using Cu(InGa)Se2
 solar cells. During the year, the company has received R&D grant of Rs
 35,000,000 out of the total grant of Rs 71,050,000 being 50 % of the
 total project equipment cost of Rs 14.21 crores.
 
 Pending acquisition of the equipment, the grant received has been
 disclosed in the financial statements as ''Government Grant'' which shall
 be adjusted to the cost of the specific fixed assets.
 
 21 The Company has availed non-fund based limits from State Bank of
 India, State Bank of Patiala, State Bank of Bikaner and Jaipur, Union
 Bank of India, State Bank of Travancore, Punjab National bank, Vijaya
 Bank, ING Vysya Bank Limited, Bank of Baroda, Exim Bank, State Bank of
 Hyderabad and HDFC Bank aggregating to Rs. 3,669,168,311 (Previous Year
 Rs. 4,483,200,000) which are secured by a first pari-passu charge on
 the current assets of the Company and further secured by a second pari
 - passu charge on fixed assets of the Company.
 
 22 Corresponding figures for the previous year have been
 regrouped/recast, wherever necessary to conform to current year
 classification.
Source : Dion Global Solutions Limited
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