(Currency: Rs. in Million)
Background
Reliance MediaWorks Limited (''Reliance MediaWorks'' or ''the Company'')
was incorporated in 1 987 as a Private Limited Company and is currently
a Public Listed Company. The equity shares of the Company are listed on
Bombay Stock Exchange Limited and National Stock Exchange of India
Limited. Reliance MediaWorks is primarily engaged in theatrical
exhibition, film production services and film production and
distribution and related services.
On 5 October 2009, the Company received a fresh certificate of
incorporation from Registrar of Companies changing the name of the
Company from Adlabs Films Limited to Reliance MediaWorks Limited.
1. Contingent liabilities
On account of As at As at
31st March 2011 31st March 2010
Disputes with central excise
Disputed central excise demand
pending with the Central Excise and
Service Tax Appellate Tribunal 191.84 171.53
Disputes with Income Tax
Disputed liability in respect of tax
deduction at source, matter is
pending with Commissioner of Income
tax (Appeals) 101.71 -
Disputed tax liability in respect of
AY 2008-09 for Rave Entertainment
Private Limited (''REPL''), REPL was a
wholly owned subsidiary of the
Company and merged with it with effect
from 1 April 2008, appeal is
pending with Commissioner of Income
tax (Appeals) 140.12 -
Entertainment tax
In respect of certain multiplexes,
the Company has made an application
for availing exemption under the
relevant Act retrospectively from the
date of commencement of the operations
of the said multiplex and the
application is pending approval 21.94 34.00
In respect of certain multiplexes,
the Company is in dispute with the
entertainment tax authorities
regarding eligibility for availing
exemption under the relevant Act 55.88 45.17
In respect of demand orders received
for payments of entertainment
tax collected and not paid to the
authorities, the Company has made
an appeal against said demand orders
as it believes that the same is
not payable, being exemption from
payment available to it 11.32 10.75
The Company shall be liable to pay
the entertainment tax in the event
that the multiplexes do not continue
operations for a period of 10
years from the respective dates
from which they commenced their
operations 1,112.52 1,061.49
Claims against Company not
acknowledged as debts 19.86 7.40
Guarantees
Guarantees given to bank and others
for loans / credit facilities given
to Subsidiary Companies 1,051.80 1,768.96
Guarantee given to Service providers
in respect of Subsidiary Companies 425.40 421.81
Value added tax: The Maharashtra Value Added Tax Act, 2002 lists the
Scheduled entry, interalia, Copy right w.e.f 1 April 2005. Pursuant
to this enactment / scheduled entry, the entertainment industry has
made a written representation to the Finance Minister, Maharashtra for
deletion of the scheduled entry from the Act. Similar representation
was made by the industry in some other states, as a result of which the
Act was modified to delete this scheduled entry. The Company is
awaiting a positive response from the Ministry of Finance in respect of
the assurance given. Accordingly, no provision (amount not currently
ascertainable) has been made in the books of accounts.
With effect from the 1 May 201 1 the Maharashtra Value Added Tax Act,
2002 was amended to exempt tax on Copyrights for distribution and
exhibition of cinematographic films in theatres and cinema halls.
Notes:
a) The Company is a party to various legal proceedings in the normal
course of business and does not expect the outcome of these proceedings
to have any adverse effect on its financial conditions, results of
operations or cash flows.
b) The amounts are excluding penalty and interest if any that would be
levied at the time of final conclusion.
2. Details of loans
a. Cash credit of Rs. 54.05 (201 0: Rs. 35.26) is secured by pari
passu first charge on the inventories and book debts of the Company.
Cash credit of Rs. 1 95.95 (2010: Nil) is secured by pari passu first
charge of all the movable fixed assets and pari passu second charge on
current assets of the Company.
Term loan from the banks of Rs. 4,766.67 (201 0: Rs. 4,350.00) are
secured by pari passu first charge on fixed assets and Rs. 625.00
(2010: Rs. 1,000.00) are secured by pari passu first charge on
inventories, book debts and loans and advances of the Company.
Buyer''s credit from the bank of Rs. 296.59 (201 0: Nil) is secured by
pari passu second charge of current assets and all the movable fixed
assets of the Company.
b. Commercial papers of Rs. 5,784.24 and short term loan of Rs.
1,500.00 from bank is also guaranteed by a Corporate.
The above does not include gratuity and leave encashment benefit as the
provision for these are determined for the Company as a whole and
therefore separate amount for the Manager are not available.
No commission is paid to directors and hence disclosure under section 1
98 of the Act is not made.
3. Under the Micro, Small and Medium Enterprises Development Act, 2006
(MSMED) which came into force from 2nd October 2006, certain
disclosures are required to be made relating to Micro, Small and Medium
Enterprises (MSME). On the basis of the information and records
available with the Company, the following disclosures are made for the
amounts due to the Micro and Small enterprises.
Amount payable within lock-in-period is Rs. 8,1 29.1 3 (201 0: Rs.
5,480.54).
Amount debited to profit and loss account for lease rental is Rs.
1,252.71 (2010: Rs. 809.26) (excluding amount capitalised Rs. 90.62
(201 0: Rs. 1 07.1 4)).
4. Disclosure of Segment Reporting under AS 17 - ''Segment
disclosures''
As per Accounting Standard (AS) 17 on Segment Reporting, segment
information has been provided in the notes to Consolidated financial
statements.
5. Mark to Market (MTM) losses on derivative contracts
The Company has assigned the derivative contracts pertaining to
interest rate swap for long term loans to a Company (Assignee), who has
advised the Company regarding entering into these contracts. The
Assignee had advised the Company with regards to entering into these
derivative contracts and has indemnified the Company with regards to
any mark to market losses that the Company will have to incur on
termination of these contracts. Consequently, the total mark to market
loss of Rs. 192.14 (201 0: Rs. 275.04) has not been recognised by the
Company in its profit and loss Account. For the same reason, the
Company has also not recognised a liability for these MTM losses and
amounts receivable from the Assignee Company. 1 5. Disclosure of
Related Party under AS 18 - ''Related party disclosures'' Parties where
control exists Subsidiary Companies
- Reliance MediaWorks (UK) Limited
- Reliance MediaWorks (USA) Inc.
- Reliance MediaWorks (Netherlands) B.V.
- Reliance MediaWorks (Mauritius) Limited
- Adlabs Distributors and Exhibitors Limited
- Big Synergy Media Limited
- Sri Ramakrishna Theatre Limited
- Rave Entertainment and Food Nepal Private Limited
- Digital Media Imaging Limited Step down Subsidiary Companies
- Big Cinemas Entertainment LLC
- Big Cinemas Entertainment (DE) LLC
- Adlabs Forum LLC (upto 3 February 2010) **
- Big Cinemas Laurel LLC
- Big Cinemas Falls Church LLC
- Adlabs Heritage LLC (upto 14 May 2010)**
- Big Cinemas Norwalk LLC
- Big Cinemas Galaxy LLC
- Big Cinemas Sahil LLC
- Big Cinemas SAR LLC
- Phoenix Big Cinemas Management LLC
- Big Cinemas Union LLC (upto 1 9 February 201 0) **
- Big Cinemas Phoenix LLC
- Big Cinemas Exhibition LLC
- Big Cinemas IMC LLC
- Adlabs Digital Media USA LLC (upto 1 5 April 201 0)**
- Big Pictures USA Inc.
- Adlabs GlobalStar LLC (from 23 September 2009 to 9 February 2010) **
- Reliance Media & Marketing Communications LLC (with effect from 13
May 2009)
- Reliance Lowry Digital Imaging Services Inc.
- Reliance Media Works VFX Inc. (with effect from 25 January 201 0)
- Reliance MediaWorks (Malaysia) Sdn. Bhd.
- Big Cinemas Lotus Five Star Cinemas Sdn. Bhd. Other related parties
(a) Significant Shareholders, Key Managerial Personnel and their
relative
- Kirti Desai - Manager appointed under section 269 of the Companies
Act, 1956(upto15May2011)
- Madhulika Singh - Manager appointed under section 269 of the
Companies Act, 1 956 (with effect from 28 May 2011)
(b) Enterprises over which Company has significant influence /
Associates
- HPE / Adlabs LP.
(c) Joint Ventures
- Divyashakti Marketing Private Limited
- Cineplex Private Limited
- Swanston Multiplex Cinemas Private Limited
Defined benefit plan
The employees'' gratuity fund scheme managed by a Trust is a defined
benefit plan. The present value of obligation is determined based on
actuarial valuation using the projected unit credit method, which
recognises each year of service as giving rise to additional unit of
employee benefit entitlement and measures each unit separately to build
up the final obligation.
The obligation for leave encashment is recognised in the same manner as
gratuity.
The estimates for rate of escalation in salary considered in actuarial
valuation, take into account inflation, seniority, promotion and other
relevant factors including supply and demand in the employment market.
The above information is certif ed by the actuary. The expected rate of
return on plan assets is determined considering several applicable
factors mainly, the composition of plan assets held, assessed risks,
historical results of return on plan assets and the Company''s policy
for plan asset management.
6. Foreign Currency Convertible Bonds (''FCCB'')
On 25 January 2006 the Company (''Issuer'') issued 84,000 Zero Coupon
Foreign Currency Convertible Bonds of face value of Euro 1,000 each
(''Bonds'' or ''FCCB'') aggregating Euro 84 million which were convertible
at any time on or after 7 March 2006 and up to the close of the
business on 1 9 January 201 1 by the holders of the Bonds (''the
Bondholders'') into newly issued equity shares of the Company with full
voting rights with par value of Rs. 5 each (''Shares'') at an initial
conversion price (as def ned in Terms and Conditions of the Bonds) of
Rs. 543.42 per share with a fxed rate of exchange on conversion of Rs.
54.26 = EURO 1.00. The Bonds were listed on the Singapore Exchange
Securities Trading Limited (''SGX ST''). Of the above, bondholders
holding bonds of value Euro 63.35 million opted for conversion in
period ended 31st March 2008. During the year ended 31 * March 2009,
the Company demerged its radio division to Reliance Broadcast Network
Limited. As per the terms of FCCB''s issued, the conversion price of the
bonds is subject to adjustment and the Company was awaiting a
confirmation from the bondholders till the date of redemption. Unless
previously redeemed, converted or purchased and cancelled, the bonds
will mature on 26 January 2011 at 1 21.679 per cent of the principal
amount.
During the financial period ended 31st March 2008, the Company
classified the liability towards FCCB''s as non- monetary liability
inter-alia on the basis of the trend of earnings, movement of the
Company''s share prices and conversion option exercised by the FCCB
holders. On 25 January 2011, the entire FCCB''S outstanding as at 31st
March 201 0, aggregating to Euro 20.65 million have been redeemed at
Rs. 1,581.42 (including premium Rs. 308.54). Consequently on
redemption, foreign exchange loss aggregating to Rs. 148.96 has been
accounted.
7. The Company''s stake in share capital of Sultan Production Private
Limited (''Sultan'') is in excess of 20%. During the current year Company
have received all the money receivable as per the shareholders
agreement and sold the shares. This investment was made by the Company
with the intention of investment in the movie Sultan: The warrior.
However, during the year ended 31st March 2009, the Company has issued
a letter of termination demanded refund for the moneys paid by the
Company and filed a recovery suit against Orcher Studios, as per a
shareholders'' agreement signed by the Company which has been agreed to
by Orcher Studios.
Since, the Company has intention ofsellingthe shares, the Com pa ny has
decided nottoconsiderSultan as an associate under AS-1 8 Related Party
Disclosures and AS-23 ''Accounting for Associates in Consolidated
Financial Statements.
The outstanding balance of Sultan Production Private Limited was Rs. 11
5.88 as at 31 March 201 0, of which the Company has considered Rs. 1
2.00 as doubtful in the previous year and provided for the same.
8. Translation of foreign subsidiaries
The Company in the previous year has classified its operations in
Nepal, as non-integral to the business of the Company in India
considering the size of the operations, autonomy of management of the
subsidiary and the local sources of funding of the operations. The
effect of the above change on the loss of the Nepal operations for the
year ending 31st March 201 0 was not significant.
9. During the current year, the Company has sold assets of book value
Rs. 1,041.73 for Rs. 1,399.72 pertaining to the theatrical exhibition
segment and leased them back subsequently. The profit on sale of these
assets has been disclosed under the Schedule other income.
10. Post the year end, Ms. Kirti Desai, Company Secretary and Manager,
resigned effective 1 5 May 2011. The Company has appointed Ms.
Madhulika Singh as Manager of the Company effective 28 May 2011 and is
in the process of appointing a Company Secretary as per the provisions
of the Act.
11. The figures for the previous year have been regrouped/ rearranged
as necessary to conform to current year''s presentation. |