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. |