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Reliance MediaWorks
BSE: 532399|NSE: RELMEDIA|ISIN: INE540B01015|SECTOR: Media & Entertainment
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Explore Reliance Media connections « Mar 10
Notes to Accounts Year End : Mar '11
(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.
Source : Dion Global Solutions Limited
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