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Spice Communications
BSE: 532863|NSE: SPICETELE|ISIN: INE684H01018|SECTOR: Telecommunications - Service
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Spice Communications is not traded in the last 30 days
Spice Communications is not traded in the last 30 days
Explore Spice Comm connections « Dec 07
Notes to Accounts Year End : Mar '09
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
Source : Dion Global Solutions Limited
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