(Rs. in Million)
As at As at
March 31 March 31,
2011 2010
1 Contingent liabilities not provided for :
Nature Description
(a) Claims against Notice for Interest
the Company not claim by a broadcaster 34.40 34.40
acknowledged as debts during 2000-2001 towards
delayed payment made by
the company in earlier
years. The interest
claim by the
broadcaster is disputed
by the Company.
(b) Appeals filed Income Tax appeal before 11.71 10.22
in respect of Commissioner/Deputy
disputed income Commissioner of Income
tax demands Tax for the Assessment
Years 2000-01/ 2008-09/
2009-10/ 2010-11/ 2011-12
(c) Bank guarantees/ Bank guarantee issued in3,809.84 2,856.98
Corporate Guarantees/ favour of a broadcaster
Outstanding Letter of for accreditation/Counter
Credit for which the Guarantees/Corporate Guarantee
Company has given issued in favour of subsidiaries/
counter guarantees associate companies.
(d) Bank Guarantees The Brihanmumbai 0.66 0.66
issued favouring Mahanagarpalika,
various Government Mumbai.
Authorities
Asst. Commissioner of 1.90 2.56 1.65 2.31
Customs.
(e) Legal cases and Pertains to litigation/
claims filed against disputes with 39.39 36.05
the Company parties. The Company has
filed legal cases against
the parties and no
outflow is foreseen.
(f) Value Added Tax Pertains to Value Added
(VAT) Tax/Sales tax 175.43 89.14
levied on sale/lease of
copyrights under
Maharashtra VAT Act, 2002
w.e.f April 1, 2005. This
is disputed by the whole
film fraternity as there
is no ground for levying
VAT on film distribution
activity. The contingent
liability is for the period
April 1, 2005 to March
31, 2011.
(g) Sales tax Exparte sales tax demand 5.27 -
raised on erstwhile United
Entertainment Solutions
Pvt. Ltd for the year
2003-04 & 2004-05 by the
department not admitted by us
Note: Future cash outflow in respect of (b),(e), (f) & (g) above are
determinable only on receipt of judgments/decisions pending at various
forum/authorities.
2 Share Capital :
i) On November 30, 2010, Shareholders/Investors Grievance Committee
allotted 2,500 equity shares of Rs.10/- each pursuant to the exercise
of stock options at Rs. 311 per share.
ii) Employee Stock Option Scheme - 2007 :
Pursuant to the resolution passed by the Board of Directors on July 27,
2007 and members of the Company at the Annual General Meeting held on
September 25, 2007, the Company had introduced Employee Stock Option
Scheme (“the scheme”) for permanent employees and directors of the
Company & of its subsidiaries, as may be decided by the Compensation
Committee/Board.
The scheme provides that the total number of options granted there
under will be 1,000,000. Each option, on exercise, is convertible into
one equity share of the company having face value of Rs. 10. The
options have been granted at an exercise price which is higher than the
market price as on the date of the grant. Accordingly, the Company has
not recognised any expense on account of grant of stock options.
iii) Employee Stock Option Scheme - 2009 :
Pursuant to the resolution passed by the Board of Directors on July 10,
2009 and members of the Company at the Annual General Meeting held on
September 4, 2009, the Company had introduced Employee Stock Option
Scheme 2009 (“the 2009 scheme”) for permanent employees and directors
of the Company & of its subsidiaries, as may be decided by the
Compensation Committee/Board.
The 2009 scheme provides that the total number of options granted there
under will be 1,000,000. Each option, on exercise, is convertible into
one equity share of the company having face value of Rs. 10. The
options have been granted at an exercise price which is higher than the
market price as on the date of the grant. Accordingly, the Company has
not recognised any expense on account of grant of stock options.
iv) Employee Stock Option Scheme - 2010 :
Pursuant to the Postal Ballot resolution passed by the Board of
Directors on October 14, 2010 and by members on November 30, 2010, the
Company had introduced Employee Stock Option Scheme 2010 (“the 2010
scheme”) for permanent employees and directors of the Company & of its
subsidiaries, as may be decided by the Compensation Committee/Board.
The 2010 scheme provides that the total number of options granted there
under will be 1,000,000. Each option, on exercise, is convertible into
one equity share of the company having face value of Rs. 10. The
options have been granted at an exercise price which is higher than the
market price as on the date of the grant. Accordingly, the Company has
not recognised any expense on account of grant of stock options.
The scheme provides that the total number of options granted there
under will be 1,000,000. Each option, on exercise, is convertible into
one equity share of the company having face value of Rs. 10. The
options have been granted at an exercise price which is higher than the
market price as on the date of the grant. Accordingly, the Company has
not recognised any expense on account of grant of stock options.
iii) Employee Stock Option Scheme - 2009 :
Pursuant to the resolution passed by the Board of Directors on July 10,
2009 and members of the Company at the Annual General Meeting held on
September 4, 2009, the Company had introduced Employee Stock Option
Scheme 2009 (“the 2009 scheme”) for permanent employees and directors
of the Company & of its subsidiaries, as may be decided by the
Compensation Committee/Board.
The 2009 scheme provides that the total number of options granted there
under will be 1,000,000. Each option, on exercise, is convertible into
one equity share of the company having face value of Rs. 10. The
options have been granted at an exercise price which is higher than the
market price as on the date of the grant. Accordingly, the Company has
not recognised any expense on account of grant of stock options.
iv) Employee Stock Option Scheme - 2010 :
Pursuant to the Postal Ballot resolution passed by the Board of
Directors on October 14, 2010 and by members on November 30, 2010, the
Company had introduced Employee Stock Option Scheme 2010 (“the 2010
scheme”) for permanent employees and directors of the Company & of its
subsidiaries, as may be decided by the Compensation Committee/Board.
The 2010 scheme provides that the total number of options granted there
under will be 1,000,000. Each option, on exercise, is convertible into
one equity share of the company having face value of Rs. 10. The
options have been granted at an exercise price which is higher than the
market price as on the date of the grant. Accordingly, the Company has
not recognised any expense on account of grant of stock options.
3 Investments :
i) During the year, the Company has transferred 19,429 equity shares
i.e. 1.78% shares which were hold for the benefit of the management
shareholders. Accordingly, the Company holds 58.62% equity capital in
Indiagames Limited.
ii) During the year, the Company has subscribed to 16,000,000
additional equity shares of Rs 10 each in its wholly owned subsidiary
First Future Agri & Developers Limited.
iii) During the year, IG Interactive Entertainment Limited issued
11,579,705 preference shares of GBP 1 each to the Company against the
share application money given.
* The amounts advanced to the subsidiaries are repayable on demand
along and along with interest.
# Repayable on demand
The above parties are also companies in respect of which information is
required to be disclosed under the listing agreements with Stock
Exchanges.
4 (b) Provision for Current Tax of Rs. 267.97 mio (Previous Year - Rs.
61.52 mio) represents tax computed according to the minimum alternate
tax provisions (u/s 115JB) of The Income Tax Act, 196 11 21.
(c) Considering long term corporate strategies, future profitability
and virtual certainty, Deferred tax asset (net) of Rs 250 mio has been
recognised as on the Balance Sheet date and the management is of the
opinion that in the long run, the carry forward loss would be fully
realised.
5 (a) Related Party Disclosures as required by Accounting Standard -
18 Related Parties Disclosures issued by the Institute of Chartered
Accountants of India are given below :
(i) Shareholders in the Company :
Unilazer Exports & Management Consultants Limited
Unilazer (Hong Kong) Limited
The Walt Disney Company (Southeast Asia) Pte Limited (TWDC) *
* Pursuant to Shareholders agreement between TWDC and the founder
promoter group, TWDC does not have control as defined by AS-18 over
the Company.
(ii) Subsidiaries of the Company :
UTV Communications (USA) LLC
IG Interactive Entertainment Limited
Indiagames Limited
Ignition Entertainment Limited, UK
Ignition London Limited
Ignition Entertainment Limited, USA
UTV Games Limited
True Games Interactive, Inc
UTV Global Broadcasting Limited
Genx Entertainment Limited
UTV Entertainment Television Limited
UTV New Media Limited
UTV TV Content Limited
RB Entertainment Limited
First Future Agri & Developers Limited
UTV Teletalkies Limited
Vikatan UTV Content Limited (Subsidiary of UTV TV Content Limited
w.e.f. May 12, 2010)
(iii) Joint Ventures of the Company:
Screen Shot Television Limited (Formerly known as Smriti Irani
Television Limited)
(iv) Other Related Parties where common control exists:
UTV News Limited*
United Tele-Shopping & Marketing Company Limited#
Unilazer Holdings Limited*#
Television News and Entertainment (I) Limited#
Vijay Broadcasting Private Limited#
Unilazer Media Limited*#
Unilazer Broadcasting Limited*# (Now Unilazer Television Limited w.e.f.
May 23, 2011)
* by virtue of directorship
# by virtue of Shareholding
(v) Key Management Personnel : Executive Directors
Rohinton Screwvala
Deven Khote
6 The company is engaged in the production/making of media software,
which requires various types, qualities and quantities of raw materials
and inputs in different denominations. Due to the multiplicity and
complexity of items, it is not practicable to maintain the quantitative
record/continuous stock register, as the process of making program
software is not amenable to it. Hence quantitative details are not
maintained by the company as is the practice generally followed by
companies in the Industry. Physical stock is taken at the end of the
year.
7 The Company has not received any information from the suppliers
regarding their status under the Micro Small and Medium Enterprises
Development Act, 2006 & hence disclosures, if any, relating to the
amounts as at year end together with interest paid / payable as
required under the said Act have not been given.
8 Leases:
a) There are no finance leases outstanding as on the Balance Sheet
date.
b) Operating Lease:
The Companys significant leasing arrangements are mainly in respect of
office premises. The aggregate lease rentals payable on these leasing
arrangements are charged as rent under “Other Expenses” in Schedule 19.
9 Segment Reporting - Segment Identification, Reportable Segments and
definition of each reportable segment:
(i) Primary/Secondary Segment Reporting Format :
(a) The risk/return profile of the Companys business is determined
predominantly by the nature of its products and services. Accordingly,
the business segments constitute the primary segments for disclosure of
segmentinformation.
(b) In respect of secondary segment information, the Company has
identified its geographical segments as (i) domestic and (ii) overseas.
The secondary segment information has been disclosed accordingly.
(ii) Segment Identification :
Business segments have been identified on the basis of the nature of
the products/services, the risk/return profile of individual
businesses, the organisational structure and the internal reporting
system of the Company.
(iii) Reportable Segments : Reportable segments have been identified as
per the criteria prescribed in Accounting Standard 17 - Segment
Reporting as specified in the Companies (Accounting Standards) Rules,
2006.
(iv) Segment Composition :
(a) Television Segment comprises television content, airtime sales and
dubbing services;
(b) Movies segment comprises the film production, distribution and
syndication business;
(c) Games and Interactive segment comprises web & mobile business.
(v) Revenue and expenses have been accounted on the basis of their
relationship to the operating activities of the segment. Incomes and
expenditures which are related to the Company as a whole and are not
allocable to segments on a reasonable basis have been allocated under
Unallocable Income and Expenditure. Assets and Liabilities, which
relate to the Company as a whole, and are not allocable to segments on
a reasonable basis, have been included under Unallocable Assets and
Liabilities.
(vi) Inter-segment Transfers - The Company accounts for intersegment
sales and transfers at cost.
10 In accordance with the Companys accounting policy, Rs. 347.21 mio
[Previous Year Rs. 317.29 mio] is interest inventorised on movie
projects during the year.
11 Employee Benefits
The disclosures as required as per the revised AS 15 are as under:
1 Brief description of the Plans
The Company provides long-term benefits in the nature of Provident fund
& Gratuity to its employees. In case of funded schemes, the funds are
recognised by the Income tax authorities and administered through
appropriate authorities/insurers. The Companys defined contribution
plans are provident fund, employee state insurance and employees
pension scheme (under the provisions of the Employees Provident Funds
and Miscellaneous Provisions Act, 1952) since the Company has no
further obligation beyond making the contributions. The Companys
defined benefit plans include gratuity benefit to its employees which
is funded through Life Insurance Corporation of India.
4 During the current year the Company has discontinued providing Leave
Encashment to its employees. Pursuant to the same the amount of Rs.
15.16 mio has been written back.
Subsequent to the Balance Sheet date, as on May 10, 2011, The Company
has aquired remaining 50% stake in its joint venture Screen Shot
Television Limited (Formerly Known as Smriti Irani Television Limited),
thereby making it as its 100% subsidiary.
12 The Board of Directors in their meeting dated May 02, 2011 approved
the plan to take over the Celebrity & Video Business of the UTV New
Media Limited. Accordingly the company had aquired the Celebrity &
Video Business of UTV New Media Limited for Consideration of Rs.12.84
mio and the business has been taken over with effect from January 01,
2011.
13 The Finance Act 2010 has levied service tax on transferring
temporarily or permitting use or enjoyment of movies copyrights with
effect from 1st July, 2010. Company has filed the Writ Petition in
Mumbai High Court challenging the constitutionality and the legality of
this entry since it already a taxing entry with State Governments as
sales by way of transfer of the right to use and is already subjected
to Sales Tax / Value Added Tax. Pending outcome of the Writ, during the
year, Company has neither collected nor deposited any service tax on
this account.
14 The Company has undertaken necessary steps to comply with the
Transfer Pricing regulations. The Management is of the opinion that the
international transactions are at arms length and at present does not
envisage any further tax liability. For the year ended March 31, 2011 ,
the Company will carry out a transfer pricing study to comply with the
said regulations.
15 As required by Companies Act, 1956 and Listing Agreement for
Debentures, a transfer of Rs 200 mio (P.Y. Rs 200 mio) has been made to
Debenture Redemption Reserve from the profits earned during the year.
16 The previous years figures have been regrouped, wherever considered
necessary.
Signatures to Schedules 1 to 21 which form an integral part of the
Financial Statements. |