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Videocon Industries
BSE: 511389|NSE: VIDEOIND|ISIN: INE703A01011|SECTOR: Consumer Goods - Electronic
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Explore Videocon Indust connections « Sep 08
Notes to Accounts Year End : Dec '10
(Rs. Million)
                                                   As at       As at
                                                  31st Dec., 30th Sept., 
                                                    2010       2009
 1.  Contingent Liabilities not provided for:
 
 a) Letters of Guarantees                         47,465.62   59,757.26
 
 b) Letters of Credit opened                      17,806.63    4,015.05
 
 c) Customs Penalty                                   11.00       23.96
 
 d) Customs Duty demands under dispute               400.74      156.09 
 [Amount paid underprotest Rs. 0.07 million 
 (Previous year Rs. 0.82 million)]
 
 e) Income Tax demands under dispute                 351.13      349.38
 
 f) Excise Duty and Service Tax demands              324.55      189.37 
 under dispute[Amount paid under protest 
 Rs. 4.21 million 
 (Previous year Rs. 4.21million)]
 
 g) Sales Tax demands under dispute                  108.04      156.38 
 [Amount paid under protest Rs. 30.92 million 
 (Previous year Rs. 57.91 million)]
 
 h) Others 422.30 422.30
 [Amount paid under protest Rs. 50.00 million 
 (Previous year Rs. 50.00 million)]
 
 i) Show Cause Notices (SCNs) have been served on the Operator of the
 Ravva Oil & Gas Field Joint Venture (Ravva JV) for non payment of
 Service Tax and Educational Cess on various services for the period
 16th August, 2002 to 31st March, 2010. The amount involved relating to
 Ravva Block is Rs. 420.55 million (Previous year Rs. 415.28 million).
 
 The Operator is contesting the SCNs/demands before Commissioner of
 Service Tax and has fled writ petition before Honble High Court of
 Madras challenging service tax demands on some of the services and
 believes that its position is likely to be upheld. The ultimate outcome
 of the matter cannot be presently determined and no provision for any
 liability that may result has been made in the accounts as the same is
 subject to agreement by the members of the Joint Venture.  Should it
 ultimately become payable, the Company’s share as per the participating
 interest would be upto Rs. 105.14 million (Previous year Rs. 103.82
 million).
 
 j) Disputed Income Tax demand amounting to Rs. 22.29 million (Previous
 year Rs. 22.29 million) in respect of certain payments made by Ravva
 Oil & Gas Field Joint Venture is currently pending before the Income
 Tax Appellate Tribunal. The ultimate outcome of the matter cannot
 presently be determined and no provision for any liability that may
 result has been made as the same is subject to agreement by the members
 of the Joint Venture. Should it ultimately become payable, the
 Companys share as per the participating interest would be upto Rs.
 5.57 million (Previous year Rs. 5.57 million).
 
 2. a) There is a dispute regarding the deductibility of certain cost in
 the computation of post tax rate of return. A Partial / Interim Award
 was issued by an International Arbitration Tribunal under the UNCITRAL
 Rules on 31st March, 2005 in favour of the Company in respect of a
 dispute between the Company and Government of India (GOI) inter- alia
 regarding deductibility of Oil and Natural Gas Corporation Limited
 Carry costs (ONGC Carry) while computing the Post Tax Rate of Return
 (PTRR) under the Ravva Production Sharing Contract (PSC).  However,
 the Company and the GOI were not able to agree upon the amounts due to
 /payable by the Company in terms of the Partial/Interim Award, and
 therefore the Company on 7th July, 2005 fled Interim Applications
 before the Arbitral Tribunal seeking a determination of the amounts due
 to/payable by the Company on the basis of the calculations made by the
 Company in these Applications and interest payable/receivable on such
 final determined amounts. The said Partial/ Interim Award was
 challenged by GOI on 10th May, 2005 before the High Court in Malaysia
 with a prayer for setting aside the Partial Award dated 31st March,
 2005. The Company challenged the jurisdiction of the High Court in
 Malaysia and therefore the maintainability of such a proceeding before
 that Court. The High Court in Malaysia, by a pronouncement dated 5th
 August, 2009, upheld the contentions of the Company and dismissed the
 challenge fled by the GOI to the Award dated 31st March, 2005 on the
 ONGC Carry issue. The GOI fled a Notice of Appeal in December, 2010
 before the Appellate Court at Malaysia. Simultaneously the Company
 moved an application on 13th October, 2009 before the High Court of
 Justice, Queen’s Bench Division, Commercial Court at London seeking a
 declaration that the Seat of the arbitration in respect of the said
 Arbitration matter between the Company and the GOI is London, England.
 The GOI and the Company had in the SLP (Civil) No. 16371 of 2008 before
 the Hon’ble Supreme Court of India (see note (c) below) agreed that
 except for completion of pleadings, neither party will proceed with the
 hearing of their respective matters before the Appellate Court at
 Malaysia and the High Court at London till the disposal of the SLP
 (Civil) No. 16371 of 2008.
 
 b) There is a dispute with regards to conversion of US$ into Indian
 Rupees for payment of invoice for sale of crude. A dispute regarding
 the rate of conversion from US$ into Indian rupees applicable to the
 Nominees of the GOI for the purpose of payment of amount of the
 invoices for sale of the Crude Oil by the Company under the Ravva PSC
 was referred to an International Arbitral Tribunal under the UNCITRAL
 Rules in accordance with the provisions of the Ravva PSC. The Tribunal
 by its Partial / Interim Award dated 31st March, 2005 held that the
 payment to the Company should be made after converting the US$ amount
 into Indian Rupees at the average of the State Bank of India TT Buying
 and TT Selling Rate (the Middle Rate). While accepting the said
 Award, the Company has worked out and submitted a computation on 30th
 June, 2005 to GOI indicating the amount receivable at Rs. 121.43
 million being the amount short paid by GOI nominees up to 19th June,
 2005 and interest thereon also calculated up to 19th June, 2005. The
 Company further sent various communications updating its’ claim
 receivable from GOI Nominees. During the period, the Company further
 updated its’ claim in this respect vide its’ letter dated 27th
 November, 2010 wherein total amount receivable from GOI Nominees is
 computed at Rs. 665.37 million, being the amount short paid by GOI
 Nominees up to 30th September, 2010 and interest thereon also
 calculated up to 30th September, 2010.  The payments to be made by the
 GOI’s nominees in terms of the Award dated 31st March, 2005 is also
 pending before the Arbitral Tribunal in terms of the Interim
 Applications fled. The GOI has fled an Original Miscellaneous Petition
 (OMP) 329 of 2006 dated 20th July, 2006 before Hon’ble Delhi High Court
 challenging the award in respect of this issue.  Another OMP 223 of
 2006 dated 9th May, 2006 has been fled by GOI’s nominees HPCL and BRPL
 in the Hon’ble Delhi High Court challenging the Partial Award dated
 31st March, 2005 in respect of Conversion/ Exchange Rate Matter. Both
 OMP 223 of 2006 and OMP 329 of 2006 are presently sub-judice before the
 Hon’ble Delhi High Court. The GOI nominees continue to make payments at
 the exchange rate without considering the directives of the Hon’ble
 Arbitral Tribunal in this regard.
 
 c) GOI has fled OMP 255 of 2006 dated 30th May, 2006 before the Hon’ble
 Delhi High Court under section 9 of the Arbitration and Conciliation
 Act, 1996, seeking a declaration that the seat of the arbitration as
 regards the disputes between the Company and the GOI is Kuala Lumpur
 and not
 
 London.  The Hon’ble Arbitral Tribunal vide its’ letter dated 11th
 April,2007 has indicated that it shall continue with the arbitration
 proceedings, in respect of the disputes referred above, after receiving
 the judgement of the Hon’ble Delhi Court in OMP 255 of 2006. The
 Hon’ble Delhi High Court has held, vide judgement dated 30th April,
 2008, that it has the jurisdiction to hear the matters arising out of
 arbitration process and that the matter be heard on merits as against
 the Company’s contention that the said petition itself was not
 maintainable. The Company has, in this respect, fled Special Leave
 Petition (SLP) (Civil) No. 16371 of 2008 before the Hon’ble Supreme
 Court of India to decide the issue of maintainability of OMP 255 of
 2006. The Hon’ble Supreme Court, after hearing the Parties, has on 11th
 May, 2011, passed judgement in the matter upholding the Company’s
 contentions while quashing the judgement dated 30th April, 2008 of the
 Hon’ble Delhi High Court.
 
 d) In respect of disputes with regards to additional profit petroleum,
 the GOI had vide its’ letter dated 3rd November, 2006 raised a
 collective demand of Rs. 334.13 Million on account of additional profit
 petroleum payable and interest on delayed payments of profit petroleum
 calculated up to 30th September, 2006 pursuant to the Partial Arbitral
 Award dated 31st March, 2005 in the Dispute stated above and Interim
 Award dated 12th February, 2004 and Partial Award dated 23rd December,
 2004. The Company has disputed such demand and is instead seeking
 refund of US$ 16.70 million equivalent to Rs. 668.67 million already
 excess paid by the Company to the GOI with interest thereon.
 Subsequently, GOI has in June 2008 through its Nominees deducted a
 further sum of Rs. 372.21 million being its’ claim of additional profit
 petroleum and interest on delayed payment of profit petroleum computed
 up to 30th April, 2008.  Such deduction, also being in contravention of
 the above-referred Arbitral Awards, is disputed by the Company.
 
 e) Dispute with regards to Base Development Costs. The matter with
 respect to additional profit petroleum payable on account of disputed
 Base Development Costs was referred to international arbitration. The
 GOI had contended that the Contractors had claimed base development
 costs to the extent of US$ 499 million which is in excess of the
 admissible base development costs of US$ 261.57 million thus impacting
 the profit petroleum figures for the period upto Financial Year
 2008-09. The GOI had contended that it was eligible for sharing profit
 petroleum, to be calculated each year upto FY 2008-09 in respect of
 excessive base development costs claimed by the Contractors. The
 Hon’ble Arbitration Tribunal has passed the Arbitral Award on 18th
 January, 2011 substantially in favour of the Company. However, the
 Arbitration Tribunal held that the GOI is entitled to be credited with
 US$ 22.31 million (out of which the Company’s share is US$ 5.58
 million) in the final settlement of cost recovery accounts in relation
 to Development Costs incurred during contract year 1994-95 to 1999-2000
 in excess of US$ 198.43 million.  Accordingly the Operator on behalf of
 the Company has revised the cost recovery accounts statement and
 calculation of the Companies’ PTRR, in the DGH format, for the years
 1997-98 till 2009-10, based on the findings of the Arbitration Award,
 and such revised statements are submitted on 29th April, 2011. The GOI
 has not yet responded to such communication of the Operator. Instead,
 the GOI has preferred an appeal against the said Arbitral Order before
 the Hon’ble Malaysian Federal Court at Kuala Lumpur in April 2011 and
 also before the Hon’ble High Court of Delhi in April 2011 seeking
 quashing of the Arbitral Award.
 
 Any further sum required to be paid or returnable in respect of
 disputes referred above at (a) to (e) in accordance with the
 determination of the amount by the Hon’ble Arbitral Tribunal/relevant
 courts in this behalf shall be accounted for on the final outcome in
 this regard.
 
 3.  Estimated amounts of contracts remaining to be executed on Capital
 account and not provided for (net of advances) Rs. 274.67 million
 (Previous year Rs. 324.16 million).
 
 4.  Capital Work-in-Progress includes advances for capital assets of
 Rs. 2,120.97 million (Previous year Rs. 2,465.46 million) and Interest
 and other finance charges capitalised during the period Rs. 1,082.45
 million (Previous year Rs. 883.70 million).
 
 5.  Secured Loans
 
 a) The Non-Convertible Debentures are secured by first charge on
 immovable and movable properties, both present and future, subject to
 prior charge on specified movables created/to be created in favour of
 Companys Bankers for securing borrowings for working capital
 requirements, and ranking pari passu with the charge created/ to be
 created in favour of Financial Institutions/Banks in respect of their
 existing and future financial assistance. Also guaranteed by Mr.
 Venugopal N. Dhoot and Mr. Pradipkumar N. Dhoot.
 
 The Debentures are redeemable at par, in four equal quarterly
 installments with the earliest redemption being on 31st March, 2011 and
 last redemption date being 31st December, 2011.
 
 b) The Term Loans are secured by mortgage of existing and future assets
 of the Company and a floating charge on all movable assets, present and
 future except book debts, subject to prior charge of the Bankers on
 stock of raw materials, finished, semi finished goods and other
 movables, for securing working capital loans in the ordinary course of
 business, and exclusive charge created on specific items of machinery
 financed by the respective lenders. The above charges rank pari passu
 inter-se for all intents and purposes. The above loans are guaranteed
 by Mr. Venugopal N. Dhoot and Mr. Pradipkumar N. Dhoot. A part of loans
 from banks are secured by first pari passu charge on book debts of
 consumer electronics and home appliances division which are not charged
 to bankers for securing working capital loans.
 
 A part of loans from banks are secured by the assignment of fixed and
 floating charge on all moneys received/to be received by the Company in
 relation to and from the Ravva Joint Venture, including all receivables
 of the Ravva Oil and Gas field, subject to the extent necessary, to the
 charge in favour of the Joint Ventures in terms of the Production
 Sharing Contract/ Joint Operating Agreement in respect of Ravva Joint
 Venture; and the assignment/ fixed and floating charge of all the
 right, title and interest into and under all project documents,
 including but not limited to all contracts, agreements or arrangements
 which the Company is a part to, and all leases, licenses, consents,
 approvals related to the Ravva Joint Venture, insurance policies in the
 name of the Company, in a form and manner satisfactory to Trustee.
 
 c) External Commercial Borrowings are secured by a first charge ranking
 pari-passu over all the present and future movable and immovable fixed
 assets. The loan is further secured by personal guarantees of Mr.
 Venugopal N. Dhoot and Mr. Pradipkumar N. Dhoot.
 
 d) Vehicle Loans from Banks are secured by way of hypothecation of
 Vehicles acquired out of the said loan. The loans are also secured by
 personal guarantee of Mr. Venugopal N. Dhoot.
 
 e) Working capital loans from banks are secured by hypothecation of the
 Companys stock of raw materials, packing materials, stock-in- process,
 finished goods, stores and spares, book debts of Glass Shell Division
 only and personal guarantees of Mr. Venugopal N. Dhoot and Mr.
 Pradipkumar N. Dhoot.
 
 6.  Unsecured Loans
 
 a) Unsecured Rupee Loans from Banks are guaranteed by Mr. Venugopal N.
 Dhoot and/or Mr. Pradipkumar N. Dhoot, the directors of the Company.
 
 b) The Company has availed interest free Sales Tax Deferral under
 Special Incentive to Prestigious Unit (Modifed) Scheme. Out of total
 outstanding, Rs. 46.53 million is repayable in three equal annual
 installments commencing from 30th May, 2011, Rs. 8.78 million in seven
 monthly installments commencing from 20th October, 2013 and Rs. 12.48
 million in seven monthly installments commencing from 20th October,
 2014.
 
 7.  The Company had, during the year 2006, issued:
 
 a) 90,000 Foreign Currency Convertible Bonds of US$ 1,000 each (Bonds)
 due on 7th March, 2011, out of which 41,820 (Previous year 41,820)
 Bonds are outstanding.
 
 i) The Bonds are convertible at the option of the bondholders at any
 time on and after 20th March, 2006, upto the close of business on 28th
 February, 2011 at a fixed exchange rate of Rs. 44.145 per 1 US$ and at
 initial conversion price of Rs. 545.24 per share being at premium of
 15% over the reference share price. The conversion price shall be
 adjusted downwards in the event that the average closing price of
 shares for 15 consecutive trading days immediately prior to the reset
 date is less than conversion price, subject to a floor price of Rs.
 410/- as adjusted in accordance with the anti-dilution provisions.
 
 ii) The Bonds are redeemable in whole but not in part at the option of
 the Company on or after 7th February, 2009 but prior to 28th February,
 2011, if aggregate value on each of 30 consecutive trading days ending
 not earlier than 14 days prior to the date upon which notice of such
 redemption is given was at least 130% of the accreted principal amount.
 
 iii) The Bonds are redeemable at maturity date i.e. on 7th March, 2011
 at 116.738% of its principal amount, if not redeemed or converted
 earlier.
 
 b) 105,000 Foreign Currency Convertible Bonds of US$ 1,000 each (Bonds)
 due on 25th July, 2011, out of which 66,651(Previous year 66,651) Bonds
 are outstanding.
 
 i) The Bonds are convertible at the option of the bondholders at any
 time on or after 2nd September, 2006, until 18th July, 2011, except for
 certain closed periods, at a fixed exchange rate of Rs. 46.318 per 1
 US$ and at initial conversion price of Rs. 511.18
 
 per share being at premium of 22% over reference share price.  The
 conversion price shall be adjusted downwards in the event that the
 average closing price of shares for 15 consecutive trading days
 immediately prior to the reset date is less than conversion price,
 subject to a floor price of Rs. 410/- as adjusted in accordance with
 the anti-dilution provisions.
 
 ii) The Bonds are redeemable in whole but not in part at the option of
 the Company on or after 24th August, 2009, if aggregate value on each
 of 30 consecutive trading days ending not earlier than 14 days prior to
 the date upon which notice of such redemption is given was at least
 130% of the accreted principal amount.
 
 iii) The Bonds are redeemable at maturity date i.e. on 25th July, 2011
 at 127.65% of its principal amount, if not redeemed or converted
 earlier.
 
 8.  The Company has, during the period, issued 2,000 Foreign Currency
 Convertible Bonds of US$ 100,000 each (Bonds) due on 16th December,
 2015 amounting to US$ 200 million:
 
 i) The Bonds are convertible at the option of the bondholders at any
 time on or after 25th January, 2011 to 7 days before maturity date i.e.
 16th December, 2015, at a fixed exchange rate of Rs. 45.255 per 1 US$
 and at initial conversion price of Rs. 239.5265 per share being at
 premium of 3% over reference share price. The conversion price will be
 subject to adjustment for, among other things, subdivision or
 consolidation of shares, rights issues, capital distributions, stock
 dividends and other dilutive events.
 
 ii) The Bonds are redeemable in whole but not in part at the option of
 the Company on or after 15th December, 2013, if the closing price of
 shares for each of the 30 consecutive trading days prior to the date on
 which notice of such redemption is given was at least 130% of the
 conversion price.
 
 iii) The Bonds are redeemable at maturity date i.e. on 16th December,
 2015 at its principal amount, if not redeemed or converted earlier.
 
 9.  a) The Company had issued and allotted 11,765,000 Warrants on 1st
 
 June, 2009 for a consideration of Rs. 42.50 per warrant being the
 warrant subscription price. Each Warrant entitled the holder to
 subscribe to one Equity Share within a period of 18 months from the
 date of allotment at the price of Rs. 170/- per equity share.
 Accordingly, during the period, the Company has allotted 11,765,000
 Equity Shares of face value of Rs. 10 each, at a price of Rs. 170/- per
 Equity Share to Warrant Holder pursuant to option exercised by them.
 
 b) During the period, the Company has allotted:
 
 i) 1,858,275 and 7,541,300 Equity Shares of face value of Rs. 10/-
 each, at a price of Rs. 242.16 per Equity Share and Rs. 211.96 per
 Equity Share, respectively, on Preferential Basis.
 
 ii) 51,392,243 Equity Shares of face value of Rs. 10/- each at a price
 of Rs. 225/- per Equity Share on Rights Basis. As on 31st December,
 2010, first and final call of Rs. 112.50 (including Rs.  107.50 towards
 Securities Premium) per Equity Share on 30,915 Equity Shares are in
 arrears.
 
 11.  The Company has made a provision of Rs. 1,810.00 million (Previous
 year Rs. 880.20 million) towards current Income Tax, after taking into
 consideration the benefits admissible under the provisions of the
 Income Tax Act, 1961.  The Company has also made a provision of Rs.
 1.25 million (Previous year Rs. 1.00 million) towards Wealth Tax. The
 same are, in the opinion of the Management, adequate.
 
 12.  During the period, the Company has discarded/disposed off certain
 fixed assets which were out of active use and accordingly have been
 eliminated from the financial statements. The resultant gain or loss
 has been recognised in the Profit and Loss Account.
 
 14.  A.  Unincorporated Joint Ventures:
 
 The Financial Statements refect the share of the Company in the assets
 and the liabilities as well as the income and the expenditure of Joint
 Venture Operations on a line by line basis. The Company incorporates
 its share in the operations of the Joint Venture based on statements of
 account received from the Operator. The Company has, in terms of
 Accounting Policy No. A-5 above, recognised abandonment costs based on
 the technical assessment of current costs as cost of producing
 properties and has provided depletion thereon under Unit of
 Production method as part of Producing Properties in line with
 Guidance Note on Accounting of Oil and Gas Producing Activities issued
 by the Institute of Chartered Accountants of India.
 
 a) The Company has participating interest of 25% in Ravva Oil and Gas
 Field Joint Venture (JV) through a Production Sharing Contract (PSC).
 Other members of the JV are Oil and Natural Gas Corporation Ltd., Cairn
 Energy India Pty Limited and Ravva Oil (Singapore) Pte. Ltd. The
 parties have pursuant to the PSC, entered into a Joint Operating
 Agreement. Cairn Energy India Pty Ltd. is the Operator.
 
 b) The Consortium comprising the Company, Oilex Limited, Gujarat State
 Petroleum Corporation Limited, Hindustan Petroleum Corporation Limited
 and Bharat Petroleum Corporation Limited has been awarded Block
 WA-388-P for a term of 6 years by Government of Western Australia.
 Joint Operating Agreement has been signed in March 2007. A Farm-out
 Agreement was entered into with Sasol Petroleum Australia Ltd. on 12th
 August 2008 whereby, Sasol acquired 30% participating interest in the
 Block.  In November 2010, the WA-388-P Joint Venture entered into a
 Farm-in Agreement with Apache Northwest Pty Ltd (Apache). As per the
 terms of the said Farm-in Agreement, Apache has obtained 40%
 participating interest in the WA-388-P permit. Apache has replaced
 Oilex as the permit operator. The participating interest of the Company
 after this Farm-in Agreement is 8.4%. The Capital Commitments based on
 estimated minimum work programme in relation to its participating
 interest is Rs. 7.69 million (Previous year Rs. 450.77 million).
 
 c) The Consortium comprising the Company, Oilex Oman Ltd., GAIL India
 Ltd., Hindustan Petroleum Corporation Ltd. and Bharat Petroleum
 Corporation Ltd. has been awarded the Block #56, on the Eastern Flank
 of the Central Salt Producing Oil Field in Oman. The Exploration
 Production Sharing Agreement and Joint Operating Agreement have been
 executed on 28th June, 2006.  The participating interest of the Company
 in the said Joint Venture was 25%. The said interest of the Company has
 been transferred to Videocon Oman 56 Limited, a wholly owned subsidiary
 of Videocon Energy Ventures Limited, which, in turn is a wholly owned
 subsidiary of the Company.
 
 B.  Incorporated Jointly Controlled Entities:
 
 a) Erstwhile VB (Brasil) Petroleo Private Limitada (VB Brasil) was a
 50 : 50 joint venture company incorporated in Brazil with Bharat Petro
 Resources Limited (BPRL), a wholly owned subsidiary of Bharat
 Petroleum Corporation Ltd. VB Brasil in turn held 100%
 
 equity in IBV Brasil Petroleo Limitada (IBV). During the period, VB
 Brasil merged with IBV. IBV has interests in four concessions with ten
 deep water offshore exploration blocks in Brazil. Petroleo Brasiliero
 S.A., is the Operator in three of the four concessions whereas Anadarko
 Corporation U.S.A. through its Brazilian subsidiary is the operator in
 one concession. The Company has transferred its shareholding in IBV to
 Videocon Energy Brazil Limited, a stepdown subsidiary of the Company
 incorporated in British Virgin Islands.
 
 b) Videocon Infinity Infrastructures Private Limited is a 50 : 50 Joint
 Venture Company incorporated in India, with Infinity Infotech Parks
 Limited to carry on the business of infrastructure development like
 construction of IT/ITes Parks, Biotech Parks etc. The Joint Venture
 Company has not commenced its commercial operations and has no capital
 commitments as on the Balance Sheet date.
 
 15. The Company has kept the investment activities separate and
 distinct from the normal business. Consequently, all the income and
 expenditure pertaining to investment activities have been allocated to
 the Investments and Securities division and the income/(loss) after
 netting of the related expenditure has been shown as Income/(Loss)
 from Investments and Securities Division under Other Income which
 includes in respect of the long-term investments, dividend of Rs. 8.50
 million (Previous year Rs. 7.58 million), loss on sale/disposal of
 investments of Rs. 2.98 million (Previous year gain of Rs. 597.60
 million), interest on debentures/bonds of Rs. 86.27 million (Previous
 year Rs. 10.71 million) and in respect of current investments, dividend
 of Rs. 1.26 million (Previous year Rs. 0.20 million).
 
 18.  The proceeds of Foreign Currency Convertible Bonds have been
 utilised for the object of the issue.
 
 19.  There are no amounts due to be credited to Investor Education and
 Protection Fund.
 
 20.  In the opinion of the Board, the value on realisation of Current
 Assets, Loans and Advances in the ordinary course of the business would
 not be less than the amount at which they are stated in the Balance
 Sheet and the provision for all known and determined liabilities is
 adequate and not in excess of the amount reasonably required.
 
 21.  The Balances of some of the Debtors, Creditors, Deposits, Advances
 and Other Current Assets are subject to confirmation.
 
 22.  a) The Financial Institutions have a right to convert, at their
 option, the whole outstanding amount of term loans or a part not
 exceeding 20% of defaulted amount of loan, whichever is lower, into
 fully paid up Equity Shares of the Company at par on default in
 payments/ repayments of three consecutive installments of principal
 and/or interest thereon or on mismanagement of the affairs of the
 Company.
 
 b) The Financial Institutions have a right to convert at their option,
 the whole or a part of outstanding amount of Preference Shares, into
 fully paid up Equity Shares of the Company as per SEBI guidelines, on
 default in payment of dividend or a default in redemption of Preference
 Shares or any combination thereof.
 
 23.  Employee Benefits:
 
 Disclosure pursuant to Accounting Standard (AS) 15 (Revised)
 
 I) Defned Contribution Plans:
 
 Amount of Rs. 127.07 million (Previous year Rs. 117.00 million) is
 recognised as an expense and shown under the head Salary, Wages and
 Employees Benefits (Schedule 12) in the Profit and Loss Account.
 
 25.  Related Party Disclosures:
 
 As required under Accounting Standard 18 on Related Party
 Disclosures, the disclosure of transaction with related parties as
 defned in the Accounting Standard are given below:
 
 A) List of Related Parties where control exists and related parties
 with whom transactions have taken place and relationship: 
 
 i) Subsidiaries:
 
 a) Chhattisgarh Power Ventures Private Limited (w.e.f. 3rd May, 2010)
 
 b) Eagle ECorp Limited
 
 c) Godavari Consumer Electronics Appliances Private Limited (Upto 15th
 January, 2010)
 
 d) Mayur Household Electronics Appliances Private Limited (Upto 15th
 January, 2010)
 
 e) Middle East Appliances LLC
 
 f) Paramount Global Limited (Upto 23rd December, 2010)
 
 g) Pipavav Energy Private Limited
 
 h) Powerking Corporation Limited (Upto 30th November, 2009) 
 
 i) Senator Energy Private Limited (w.e.f. 18th May, 2010) 
 
 j) Sky Billion Trading Limited (Upto 30th December, 2010) 
 
 k) Triumph Energy Private Limited (w.e.f. 5th April, 2010) 
 
 l) Venus Corporation Limited (Upto 30th November, 2009) 
 
 m) Videocon Display Research Co. Limited (Liquidated w.e.f.  1st
 September, 2010)
 
 n) Videocon Electronic (Shenzen) Limited (Chinese Name - Wei You Kang
 Electronic (Shenzhen) Co. Limited)
 
 o) Videocon Global Limited 
 
 p) Videocon Energy Ventures Limited and its subsidiary
 
 - Videocon Oman 56 Limited
 
 q) Videocon International Electronics Limited and its subsidiaries
 
 - Jumbo Techno Services Private Limited
 
 - Senior Consulting Private Limited
 
 - Videocon Telecommunications Limited and its subsidiary - Datacom
 Telecommunications Private Limited
 
 r) Videocon Hydrocarbon Holdings Limited
 (w.e.f. 21st December, 2010) and its subsidiaries*
 
 - Videocon JPDA 06-103 Limited (w.e.f. 12th May, 2010)**
 
 - Videocon Mozambique Rovuma 1 Limited (w.e.f. 12th May, 2010)**
 
 - Videocon Indonesia Nunukan Inc.  (w.e.f. 30th June, 2010)**
 
 - Videocon Energy Brazil Limited (w.e.f. 7th July, 2010)**
 
 - Videocon Australia WA-388-P Limited (w.e.f. 27th August, 2010)***
 
 - Oil Services International S.A.S.  (w.e.f. 9th November, 2010)
 
 s) Videocon Energy Limited (w.e.f. 13th January, 2010) and its
 subsidiaries
 
 - Videocon Oil Ventures Limited (w.e.f. 19th January, 2010)
 
 - Videocon Power Ventures Limited (w.e.f. 30th January, 2010) and its
 subsidiaries
 
 Aim Energy Private Limited (w.e.f. 12th October, 2010) Viable Energy
 Private Limited (w.e.f. 12th October, 2010) Vital Power Private Limited
 (w.e.f. 12th October, 2010) Marvel Energy Private Limited (w.e.f. 17th
 July, 2010) and its subsidiaries
 
 - Proficient Energy Private Limited  (w.e.f. 17th July, 2010) and its
 subsidiaries
 
 - Instant Energy Private Limited     (w.e.f.  17th July, 2010)
 
 - Orchid Energy Private Limited      (w.e.f.  30th August, 2010)
 
 - Applied Energy Private Limited     (w.e.f. 17th July, 2010) and its
 subsidiaries
 
 Comet Power Private Limited          (w.e.f. 17th July, 2010)
 
 Galaxy Power Private Limited         (w.e.f. 17th July, 2010)
 
 Percept Energy Private Limited       (w.e.f. 17th July, 2010)
 
 Unity Power Private Limited          (w.e.f. 17th July, 2010)  
 
 *Videocon Hydrocarbon Holdings Limited was incorporated as a subsidiary
 of Videocon Energy Ventures Limited on 30th November, 2009. It became
 subsidiary of Videocon Oil Ventures Limited on 29th April, 2010. From
 21st December, 2010, it became subsidiary of the Company, Videocon
 Industries Limited, and directly holds 97.54% of ownership.  
 
 ** Prior to this date subsidiary of Videocon Industries Limited.  
 
 *** Incorporated as a subsidiary of Videocon Energy Ventures Limited on
 30th November, 2009. It became subsidiary of Videocon Hydrocarbon
 Holdings Limited w.e.f. from 27th August, 2010.
 
 ii) Associates and Joint Ventures:
 
 -Ravva Oil & Gas Field Joint Venture-Participating Interest 25%
 
 -WA-388-P Joint Venture-Participating Interest 8.4%
 
 -Block 56 Oman Joint Venture - Participating interest 25%
 (Upto 9th January 2010)
 
 -VB (Brasil) Petroleo Private Ltda. - Joint Venture - 50%
 (Merged with IBV Brasil Petroleo Limitada w.e.f. 1st April 2010)
 
 -IBV Brasil Petroleo Limitada - Joint Venture - 50%
 (Was subsidiary of VB (Brasil) Petroleo Private Ltda upto 31st
 March, 2010 which merged with this Company, w.e.f. 1st
 April, 2010. The Company has transferred its shareholding
 in VB Brasil to Videocon Energy Brazil Limited, a stepdown
 subsidiary of the Company incorporated in British Virgin
 Islands.)
 
 -Videocon Infinity Infrastructure Private Limited - Joint
 Venture - 50%
 
 -Goa Energy Private Limited - Associate - 26%
 
 -Radium Energy Private Limited - Associate - 26% (w.e.f. 1st
 November, 2010)
 
 iii) Key Management Personnel:
 
 -Mr. Venugopal N. Dhoot - Chairman & Managing Director
 
 -Mr. Pradipkumar N. Dhoot - Whole Time Director
 
 -Mr. K. R. Kim - Chief Executive Officer
 
 -Mr. S. K. Jain - Senior Vice President (w.e.f. 1st April, 2010)
 
 -Mr. P. K. Gupta - Vice President (upto 31st January, 2010)
 
 -Mr. Amit Gupta - Vice President (upto 31st January, 2010)
 
 -Mr. Shekhar Jyoti - Vice President
 
 -Mr. Abhijit Kotnis - Associate Vice President
 
 C) Material transactions with Related Party during the period are:
 Sales to Videocon Telecommunications Limited Rs. 6,338.33 million
 (Previous year Rs. 1,331.47 million); Purchases from Middle East
 Appliances LLC Rs. 67.04 million (Previous year Rs. 1.11 million) and
 Purchase of Services from Videocon Telecommunications Limited Rs. 10.78
 million; Subscription to Shares/Share Application Money (Investments)
 of Videocon Hydrocarbon Holdings Limited Rs. 9,046.62 million (Previous
 year Rs. Nil), Pipavav Energy Private Limited Rs. 3,999.90 million
 (Previous year Rs. 1,500.00 million) and Videocon Telecommunications
 Limited Rs.  1,810.32 million (Previous year Rs. 410.00 million);
 Interest from Videocon Telecommunications Limited Rs. 459.75 million
 (Previous year Rs. 2,326.54 million); Advances/Loans given to Videocon
 International Electronics Limited Rs. 10,172.06 million (Previous year
 Rs. Nil), Sky Billion Trading Limited Rs. 3,251.22 million (Previous
 year Rs. 12.37 million) and Videocon Energy Limited Rs. 1,939.08
 million (Previous Rs. Nil); Advances/Loans Received back from Pipavav
 Energy Private Limited Rs. 579.55 million (Previous year Rs. 1,271.70
 million), Videocon JPDA 06-103 Limited Rs. 305.31 million (Previous
 year Rs. Nil) and Videocon Mozambique Rovuma 1 Limited Rs. 121.18
 million (Previous year Rs. Nil); Contribution towards Company’s share
 of Expenditure (Joint Venture) to Ravva Oil & Gas field Rs. 1,178.04
 million (Previous year Rs. 590.03 million).
 
 26. The Company has prepared the Consolidated Financial Statements as
 per Accounting Standard (AS) 21 and accordingly the segment information
 as per AS-17 Segment Reporting has been presented in the Consolidated
 Financial Statements.
 
 27.  Loans and Advances in the nature of Loans given to Subsidiaries
 and Associates etc.
 
 B) Investment by the loanee in the shares of the Company:
 
 None of the loanees have made investments in the shares of the Company.
 
 31.  The figures for the current period are for a period of 15 months
 as against 12 months in previous period and hence, are not comparable.
 Figures in respect of previous year have been regrouped, reclassified
 and recasted wherever necessary to make them comparable with those of
 current period.
Source : Dion Global Solutions Limited
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