1. The Board of Directors of the Company in its meeting held on 22
December 2008 has approved the change of accounting year end of the
Company from 31 December 2008 to 31 March 2009. Accordingly, the
financial statements have been prepared for the fifteen months ended 31
March 2009 and hence are not comparable with those for the previous
year ended 31 December 2007.
2. On 25 June 2008, Idea Cellular Ltd. (Idea) has entered into a Share
Purchase Agreement with MCorp Global Communications Private Limited
(MCPL) (previously known as Modi Wellvest Private Limited), for
purchase of the entire equity shares of the Company held by MCPL
(281,489,350 equity shares) representing 40.8% of the total paid up
equity capital of the Company at a price of Rs. 77.30 per share.
Consequently Idea Cellular Limited vide a letter dated 25 June 2008 has
confirmed to the Board of the Company that they shall be the new
promoters of the Company and comply with lock-in restrictions to the
extent applicable. Pursuant to the applicable provisions of SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997
Idea along with certain Persons Acting in Concert have made an Open
Offer to the other public equity shareholders of the Company to further
acquire upto 20 % equity shares of Rs. 10 each at a price of Rs. 77.30
per share. The open offer commenced on 17th September 2008 and closed
on 6 October 2008. Pursuant to the successful completion of this Open
Offer, the stake of Idea in the Company stands at 41.09% effective 16
October 2008.
The existing Shareholders Agreement dated 10 March, 2006 between TM
International Sdn Bhd, Modi Wellvest Private Limited, Super Infosys
Private Limited, McorpGlobal Private Limited, Indian Televentures
Private Limited, Orion Telecom Limited and Spice Communications Private
Limited as amended stands terminated pursuant to the termination
Agreement dated 25 June 2008.
3. During the current period, the accounting policies of company have
been aligned to the extent possible with the policies followed by its
new promoters, i.e. Idea Cellular limited.
The effect and impact of these are
a) Upfront recognition of activation fee and recharge fees on pre-paid
products with validity, not exceeding the directly attributable related
cost
b) Handsets below Rs.5,000 per item depreciated in the month of
purchase rather over the period of one year
c) Treating glow sign boards as revenue expenditure instead of
capitalising at the time of purchase.
Had the company followed the earlier policies, the Revenue for the
period would have been lower by Rs.73.77. Depreciation charge for the
year to date would have been lower by Rs 58.30.
4. The Company is currently providing cellular services in the
licensed service areas of Punjab and Karnataka and also has NLD and ILD
Licenses. During the period, the Company had signed license agreements
effective 25 January 2008 with Department of Telecommunications (DoT)
for commencing GSM operations in four additional service areas viz
Delhi, Haryana, Maharashtra and Andhra Pradesh for which license fee
amounting to Rs.4,845 was paid.
The Company has not rolled its services in these service areas as of
date. Following acquisition of the stake in the Company by Idea as
mentioned above, since these licenses overlap with the mobility service
areas provided by Idea, the Company has filed a scheme of de-merger to
transfer these licenses to an eligible entity through a proposed scheme
of de-merger under sections 391 to 394 of the Companies Act, 1956.
As per the prior commercial agreement between Idea and the Persons
Acting in Concert with Idea, and as indicated in the Open offer
document, the consideration receivable from the de-merger and transfer
of the overlapping licenses will be paid to the shareholders of the
Company (other than to Idea and its affiliates) on record as on the
specified date to be announced. Since, due to forgoing of the
realisable value to the Company, an impairment provision amounting to
Rs.4,845 has been made in the current period.
5 The Company has evaluated the estimated useful life of certain class
of fixed assets with effect from 16 October 2008. Accordingly,
effective 16 October 2008, depreciation has been charged at revised
rates over the remaining useful life of the assets. Assets under these
category acquired during the period are being depreciated over the
revised useful life. Consequently, depreciation for the period is
higher byRs 182.17.
6 The company has revised the life of certain assets, further, the
Company has retired certain mobile Switching Centre (MSC) equipment, IN
Software (IN) and VAS softwares having gross book value of Rs 1,812.41
and net book values of Rs. 949.96 from active use as at 15 October
2008, as the management did not foresee any realisable value for these
assets, these have therefore been fully depreciated during the current
period.
7 The Central Government, vide notification dated 31 March 2009 has
issued transitional provisions pertaining to AS 11 The effects of
changes in Foreign Exchange Rates under Companies(Accounting Standard)
Rules 2006. Pursuant to this, exchange differences arising on
restatement of long term foreign currency loans for the period prior to
1 January 2008 amounting to Rs.253.23 (net of depreciation - Rs 13.87)
have been adjusted in the opening reserves and Rs 632.77 has been
capitalised during the current period. This has resulted in a lower
foreign exchange loss of Rs 632.77 and lower depreciation charge of Rs.
10.56 in the current period.
8 During the previous year, the Company had entered into a contract for
providing call centre and other support services for the companys
prepaid and post-paid subscribers with Omnia BPO Services , Limited (or
the party). Per the agreement and subsequent amendments/waivers, the
party did not charge any service fee for a period from 1 March 2007 to
31 March 2008. Following the restructuring of the Company as explained
in note 2 above, the party has subsequently raised an invoice amounting
to Rs 239.16 (exclusive of service tax), for the period
1 July 2007 to 31 March 2008, which has been accrued for in the books
of account of the Company.
9 The company has charged off unamortised balance as on 15 October
2008, of loan origination cost amounting to Rs 164.70 and share issue
expenses amounting to Rs 330.64 to align its policy with the policy
followed by its new promoters. The charge to the profit and loss
account for the current period with respect to loan origination cost
and share issue expenses is Rs. 194.89 and Rs. 401.06 respectively.
Prior to that the company had a policy of amortising loan origination
cost on a straight line basis over the tenure of the loan and
amortising share issue expenses over five years from the date of
listing of shares on the stock exchange.
10 During the current period the Company has agreed to acquire the
equipment trading business of a vendor including networking equipment
which were earlier taken on trial basis. Pursuant to the aforesaid
agreement the Company has accrued for insurance liability amounting to
Rs. 147.73, interest liability amounting to Rs. 183.30 and other
network operating cost amounting to Rs 93.48. Further, the adjustments
made to the carrying value of fixed assets have resulted in a higher
depreciation cost amounting to Rs 109.25.
11 In the previous years, the Company had taken a rupee term loan from
a consortium of banks amounting to Rs. 9,668.55 to be fully paid back
by April 2013. However, during the current period, the Company pre-paid
its entire rupee term loan amounting to Rs. 5,924.32 outstanding as at
4 June 2008 out of the new short term loans taken during the current
period. The rupee loan outstanding as at the balance sheet date is Rs.
7,198.62.
12 During the previous year the Company has entered into a sale
agreement with SREI Infrastructure Finance Limited, pursuant to which
the Company has agreed to sell passive infrastructure on 875 sites of
the network for a total consideration of Rs.6,000 i.e. @ Rs. 6.86 per
site. During the previous financial year the Company has sold 747 sites
and the balance 128 sites have been handed over to SREI, during the
current period. These sites were taken back by the Company on an
operating lease basis.
The company accounted for this transaction in accordance with
accounting prescribed in respect of sale & lease back under
Accounting Standard - 19 Leases. Accordingly the company has
recognised gain on sale of such assets of Rs.220.83 during the current
year (previous year Rs 4,392.57).
13 Pursuant to the revised organisational structure following the
change in promoter holding at mentioned in note B 2 to Schedule 23
above, ex-gratia payment of Rs 127 paid to erstwhile employees form
part of personnel expenditure and Rs 89 paid to consultants forms part
of legal & professional charges.
14 Contingent Liabilities
a) The Company was computing the license fee and spectrum charges on
Adjusted Gross Revenue (AGR) based on the Telecom Dispute Settlement
Appellate Tribunal (TDSAT) order dated 30 August 2007 and the Companys
understanding of the definition of AGR prior to this TDSAT order.
However, DoT had vide its appeal dated 08 January 2008 filed a petition
before Supreme Court against the tribunal order dated 30 August 2007.
The Honourable Supreme Court had ordered service providers to file a
counter affidavit and has also ordered the operators not to make any
adjustments from the date of the order. No developments have taken
place in the current period. The company has not provided for Rs 816.28
(previous year Rs 683.50) on account of license fees and spectrum
charges and interest thereon.
b) Company has in the previous years, received a circle-wise demand for
interest on outstanding dues and penalty including interest thereon
from the
Wireless Planning Finance branch (or WPC) of DoT vide letter No.
1000-54/2004-05/WFD. The Company has received updated demand letters at
various intervals during the previous year. The circle- wise details of
demand as at December 2007 vide letter dated 26 December 2007 were as
follows
Punjab Karnataka Total
Principal due 36.16 25.28 61.44
Interest due 213.92 164.40 378.32
Total 250.08 189.68 1439.76
During the previous year, in the month of December 2007, the Company
deposited Rs. 189.68 for Karnataka circle and Rs 250.08 for Punjab
circle in lieu of above mentioned demand under protest and these
amounts are included in Advances recoverable in Cash or kind in
Schedule 10 to the financial statements. The Company is of the view
that above demand is not tenable in law and consequently the Company
has no obligation to make good the demand. However, on a conservative
basis, the Company has provided for contingencies amounting to Rs.
66.71.
c) The Company had accrued interest on non payment of license fee and
spectrum charges on income earned at Corporate office. The Telecom
Disputes Settlement & Appellate Tribunal, based on recommendations of
Telecom Regulatory Authority of India dated 13 September 2006 has
issued an order date 30 August 2007, wherein it has clarified various
components of adjusted gross revenue used for the computation of
license fee and spectrum charges. This order is effective on the
Company from the date on which it had approached the tribunal with
petition numbered 82 of 2005 dated August 2005. Therefore the Company
has made a provision for interest on license fee and spectrum charges
on adjusted gross revenue earned by the Corporate office till 31 August
2005.
Provision for interest on license Period ended Year ended
fee and spectrum charges 31 March 31 December
2009 2007
Opening Balance 13.68 8.03
Addition during the period/year 9.04 5.65
Closing Balance 22.72 13.68
15 Managerial Remuneration :
The managing director waived his right to receive any remuneration from
the period 1 November 2006 (being the date of his appointment as
managing director and approval to his remuneration by board) till 25
June 2008 being date of resignation. Further, amount of Rs.1.96 was
recovered in the current year from whole time Director being
remuneration paid in the previous year above limits specified under
Section 198 read with Schedule XIII of the Companies Act, 1956.
16 The Company does not have any outstanding dues with respect to
parties covered, under the Micro, Small and Medium Enterprises
Development Act, 2006 (or the Act)
17 Disclosures pursuant to Accounting Standard- 15 (Revised) Employee
Benefits
Defined Benefit Plans
Gratuity is payable to ail eligible employees of the Company on
retirement or separation from the Company, in terms of provisions of
the payment of Gratuity Act or as per the Companys scheme which ever
is more beneficials.
18 In the opinion of the management, the dominant source and nature of
risks and returns for the Company is from operations of cellular
telephony business and the NLD/ILD operations commenced by the Company
during the quarter ended 31 March 2008. The economic environment in
which the Company operates is significantly similar and is not subject
to materially different risks and returns. Thus, in terms of
Accounting Standard 17-Segment Reporting, the Company has only one
reportable segment, being the cellular telephony business.
Accordingly, no separate disclosures are necessary under Accounting
Standard 17 (Segment Reporting)
Related party disclosures for the period 1 January 2008 to 31 March
2009
19. Related party and nature of the related party relationship where
control exists, irrespective of whether or not there have been
transaction
Subsidiary company
Carlos Towers Limited
Related party having control over composition of Board of directors
and/or having substantial Interest in the company
Dilip Modi, Veena Modi till 15 October 2008
Indian Televentures Private Limited till 15 October 2008
M Corp Communications Private Limited till 15 October 2008
Super Infosys Private Limited till 15 October 2008
TMI India Limited
TM International Sdn. Bhd (Now known as Axiata Group Berhad)
Telekom Malaysia Berhad
TM Mauritius Ltd.
Idea Cellular Ltd. (w.e.f 15 October 2008)
Relative of individuals having substantial interest
in the company
B.K Modi (Till 15 October 2008)
Related party and nature of the related party relationship with whom
transactions have taken place during the period
Key management personnel and their relatives
Dilip Modi (Till 25 June,2008)
HN Nanani (Till 30 June,2008)
A.K Goyal (Till 30 June,2008)
B.K Modi (Till 25 June,2008)
Kapish Jain (From 1 Sept,2008)
Enterprises over which key management personnel having control over
composition of Board of directors and/or having substantial Interest in
the company exercise significant influence
Spice Enfotainment Ltd (formerly known as Spice Corp.Ltd) (Till 15
October,2008)
Spice Mobiles Limited (Till 15 October,2008)
Harjas logics systems Private Limited (Till 15 October,2008)
Twenty First Century Capital (Till 15 October,2008)
NIK travels Private Limited (Till 15 October,2008)
Hotspot Retail Private Limited (Till 15 October,2008)
Mobisoc Technology Pvt.Ltd (Till 15 October,2008)
Cellebrum.com Pvt.Ltd (Till 15 October,2008)
Spice BPO services Ltd (formerly known as Omnia BPO Services
Limited)(Till 15 October,2008)
Spice Distribution Pvt.Ltd.(formerly known as Hot Spot Distribution
Private Limited) (Till 15 October,2008)
20. Related party disclosures for the year ended 31 December, 2007
Related party and nature of the related party relationship where
control exists, irrespective of whether or not there have been
transaction
Ultimate controlling individuals
Dilip Modi, Veena Modi (till 5 June, 2007)
Ultimate holding company
Indian Televentures Private Limited (till 5 June, 2007)
Holding company & Intermediatries
Mcorp Communications Private Limited (formerly known as Modi Wellvest
Private Limited) (till 5 June, 2007)
Super Infosys Private Limited (till 5 June, 2007)
Relative of ultimate controlling personnel
having control over the affairs of the Company
B.K Modi (till 5 June, 2007)
Related party having control over composition
of Board of directors and/or having substantial
Interest in the company w.e.f 6 June, 2007
Dilip Modi, Veena Modi
Indian Televentures Private Limited
M Corp Communications Private Limited
Super Infosys Private Limited
TMI India Limited
TM International Sdn. Bhd
Telekom Malaysia Berhad
Relative of individuals having substantial interest
in the company w.e.f 6 June, 2007
B.K Modi
Related party and nature of the related party relationship with whom
transactions have taken place during the year
Fellow subsidiaries till 5 June, 2007
Global mobile infrastructure Private Limited (formerly known as Spice
Mobile Private Limited till 30 March, 2007) Omnia BPO services Ltd.
Cellebrum.com Private Limited
Entities over which parties having substantial interest exercise
significant influence w.e.f 6 June, 2007
Global mobile infrastructure Private Limited Omnia BPO services Limited
Cellebrum.com Private Limited
Key management personnel
Dilip Modi
Umang Das (till 18 May, 2007)
HN Nanani
A.K Goyal
B.K Modi from 13 August, 2007
Enterprises over which key management personnel/Ultimate Controlling
Individuals/ individuals having control over composition of Board of
directors and/or having substantial Interest in the company exercise
significant influence
Spice corp Limited (formerly known as Mcorp Global Private Limited)
Spice Mobiles Limited
Bougainvillea Multiplex & Entertainment Centre Private Limited
Harjas logics systems Private Limited
Twenty First Century Capital
NIK travels Private Limited
Hotspot
21 During the previous financial year, the Company invested in a
hundred percent subsidiary, Carlos Towers Limited. However the said
subsidiary has been excluded from consolidation as its control is
intended to be temporary.
22 The previous year figures are not comparable, but have been
reclassified/regrouped, wherever necessary, to conform to the current
periods classifications |