1. a) Background
Wire and Wireless (India) Limited (hereinafter referred to as ''the
Company'' or ''WWIL'') was incorporated in the state of Maharashtra,
India. The Company is engaged in Distribution of Television Channels
through analogue and digital cable distribution network, primary
internet and allied services.
b) The Company''s accumulated losses aggregate to Rs 4,610.03 million as
at March 31, 2011 (Rs. 4,042.93 million as at March 31, 2010) while the
shareholders''funds are Rs 4,657.17 (Rs. 2,308.35 million as at March
31, 2010). This has resulted in complete erosion of net worth of the
Company (after considering the impact of fictitious assets of Rs. 92.31
million lying in ''Miscellaneous Expenditure Account''). As per the
revised business plan, the Company will increase/ expand the subscriber
base of its analogue business & convert the existing universe of analog
into digital customers which will yield higher subscription income and
improve operational efficiency. Based on the business plan, the Company
expects to have positive cash flows and earnings before interest,
depreciation and tax (EBIDTA) from operations from year 2011-12.
Further, the Company has been adopting and implementing significant
cost rationalization measures including right sizing of its work force,
the benefit of which will be more significant in future years.
Based on the above, management expects to earn higher revenues and
improved profitability which will enable the Company to strengthen its
financial position. Also one of the promoter companies has provided
assurance that it intends to provide financial and operational support
to the Company, to continue its operations for the foreseeable future.
Based on above, the management is of the opinion that it is appropriate
to prepare these financial statements on going concern basis.
2. Segment Reporting Polices
The Company is a Multi System Operator providing Cable Television
Network Services, Internet Services and allied services which is
considered as the only reportable segment. The Company''s operations are
based in India.
3. Related Party Disclosure
(i) Names of Related Parties where control exists
(a) Individual having significant influence
Mr. Ashok Mathai Kurien, Mr. Laxmi Goel and Ms. Sushila Goel.
(b) Subsidiary Companies
Central Bombay Cable Network Ltd., Indian Cable Net Company Ltd., Siti
Cable Broadband South Ltd., Wire and Wireless Tisai Satellite Ltd.,
Master Channel Community Network Pvt. Ltd. And Siti Vision Digital
Media Pvt. Ltd.
(ii) Key Management Personnel
Mr. Subhash Chandra, Director, Mr. Amit Goenka, Whole-Time Director,
Mr. Sudhir Agarwal, Chief Executive Officer, Mr. Arun Kapoor, Director,
Parminder Singh Sandhu, Director (Resigned w.e.f. Dec 21, 2010), Suresh
Kumar Aggarwal, Director, Vinod Kumar Bakshi, Director ( w.e.f. Dec 21,
2010)
(iii) Other Related parties (in which directors are interested) with
whom transactions have taken place during the year
Agrani Satellite Services Ltd., Dakshin Media Gaming Solutions Pvt.
Ltd., Diligent Media Corporation Limited, Dish TV India Ltd., Essel
Propack Ltd., Essel Corporate Resources Pvt Ltd., ETC Networks Limited,
Integrated Subscriber Management Services Limited, Intrex India Ltd.,
Pan India Network Infravest Pvt. Ltd., Rama Associates Limited, Zee
Entertainment Enterprises Limited (ZEEL), Zee Interactive Learning
System, Zee News Limited, ZeeTurner Ltd., Churu Trading Co. Private
Limited, Essel Minerals Pvt. Ltd., Jayneer Capital Pvt. Ltd.
4. Leases
In case of assets taken on lease
Finance Lease
Vehicles obtained on Finance Lease are for 4 years after which the
legal title is passed to the lessee. There is no escalation clause in
the lease agreement. There are no restrictions imposed by the lease
arrangements. There are no subleases.
Operating Lease
The Company''s significant leasing arrangements are in respect of
operating leases taken for offices, residential premises, godowns,
stores, etc. These leases are cancelable operating lease agreements
that are renewable on a periodic basis at the option of both the lessor
and the lessee. The initial tenure of the lease generally is for 11 to
120 months.
In case of assets given on lease
Operating Lease
Set Top Boxes given under operating leases are capitalized at an amount
equal to cost arrived on weighted average method and the rental income
is recognized on equal monthly rental billed to subscriber.
5. Secured Loans
i. Non-Convertible Debentures
Non convertible debentures are secured by first ranking pari passu
mortga''e and/or charge/assignment of all the Company''s immovable
properties, present and future and all the Companys movable, including
movable plant and machinery, machinery spares, tools and accessories,
furniture, fixture, vehicles and all other movable assets, present and
future and the Company''s cash flow, receivables, bank account (other
than the reserve account) wherever mentioned, all monies lying in and
to the credit of such account, book debts, revenue of whatsoever nature
and whereever arising, present and future and insurance policies. An
exclusive charge over the reserve account and all amount lying there in
and the credit thereof, present and future. The debentures are
redeemable at par in four six monthly installments starting from
December 2010, 2 each of 20% of the issue size and 2 each of 30% of the
issue size.
ii. Working Capital Finance From Banks
Secured by first pari passu charge on the fixed assets and current
assets of the Company. All the loans are further secured by corporate
guarantee of Zee Entertainment Enterprises Ltd. (ZEEL). iii. Term
Loan From Banks/Financial Institution
From IDBI Bank - Term loans are secured by mortgage and charge in
favour of lender in a form satisfactory to the lender of all the
borrowers immovable properties, both present and future, and as well as
movable properties and first charge by way of hypothecation and/ or
pledge of the borrowers current assets. Also secured by corporate
guarantee of ZEEL.
From Axis Bank - Term loans are secured by pari-passu first charge on
entire movable, both present and future, of the Company and on the
receivables, cash flow and account of the Company. Also secured by
corporate guarantee of ZEEL for maintaining revolving Debt Service
Reserve Account (DSRA) for 1 quarter of the interest and principal
repayment to be funded 10 days before each due date, for the entire
tenure of the loan.
iv. Finance lease and Hire Purchase
Secured by hypothecation of vehicles purchased thereunder.
6. Capital Commitments
Estimated amount of Contracts remaining to be executed on capital
account and not provided for (Net of Advances) amounting to Rs 63.16
million (Previous Year Rs. 20.60 million).
7. Contingent Liabilities not provided for
i) Claims against the Company not acknowledged as debts Rs 62.84
million (Previous Year Rs. 93.45 million)
ii) Income Tax matters : The Assessing Officer had levied penalty under
Section 271(1) (c) of the Act of Rs 24,990,210 in Assessment Year
2004-05 on account of additions confirmed by the CIT(A) in respect of
the non-deduction of tax on bandwidth charges of Rs. 2,23,59,985 and
advance to management companies written off of Rs. 5,09,64,244. The
GT(A) had affirmed the penalty and the company has further filed an
appeal before the Tribunal against the order of CIT(A). The Company
contends that all the relevant facts material to the computation of the
total income were disclosed in the assessment proceedings and hence
feels that there would be no tax liability.
iii) The Company has undertaken to provide continuing financial support
to subsidiaries (including in the previous year).
8. Employee Stock Option Plan -ESOP-2007
The Company instituted the Employee Stock Option Plan - ESOP-2007 to
grant equity based incentives to its eligible employees. The ESOP-2007
(The Scheme) has been approved by the Board of Directors of the
Company at their meeting held on June 27, 2007 and by the shareholders
of the Company by way of special resolution passed at their Annual
General Meeting held on September 1 8, 2007 to grant aggregating
4,344,355 options (not exceeding 2% of the issued, subscribed and
paid-up equity share capital of the Company as on March 31, 2007,
representing one share for each option upon exercise by the employee of
the Company at an exercise price determined by the Board/Remuneration
committee. The Scheme covers grant of options to the specified
permanent employees of the Company and Directors of the Company,
whether Whole-time Directors or otherwise as may be decided by the
Board. Pursuant to the Scheme, the Remuneration Committee has on July
16, 2009 granted 2,808,800 options (Previous year grant of 1 50,000
Options on June 16, 2008 ) to specified eligible employee of the
Company at the market price determined as per the SEBI Guidelines.
The options granted under the Scheme shall vest not less than one year
and not more than five years from the date of grant of options. Under
the terms of the Scheme, 20% of the options will vest in the employee
every year equally. The Option Grantee must exercise all vested options
within a period of four years from the date of vesting. Once the
options vest as per the Scheme, they would be exercisable by the Option
Grantee at any time and the shares arising on exercise of such options
shall not be subject to any lock-in period.
9. Employee Benefits
Defined Contribution Plan
Contribution to Defined Contribution Plan, recognized as expense for
the year are as under Employer''s Contribution to Provident Fund Rs
10.18 million (Rs. 11.71 Million as at March 31, 2010).
Defined Benefit Plan
The Company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service gets a gratuity on departure at
15 days salary (last drawn salary) for each completed year of service.
These benefits are unfunded.
The following table summarizes the components of net benefit expenses
recognized in the profit and loss account and amounts recognized in the
Balance Sheet for the respective plans.
10. There is no amount due to Micro, Small and Medium Enterprises as
per the Micro, Small and Medium Enterprises Development Act 2006.
The above information regarding Micro, Small and Medium Enterprises
have been determined to the extent to which parties have been
identified on the basis of information available with the Company.
11. Capital-Work In Progress and Loans & Advances include amounts of
Rs. 1 8.64 million and Rs. 51.80 million respectively as outstanding
for more than 2 years. The management of the company is making all
possible efforts to adjust/recover these amounts and also initiated
appropriate legal action against some of the parties, and therefore no
provision there against has been considered necessary. The impact, if
any, which in the opinion of the management would not be material,
would be made in the year of adjustment/settlement.
12. The Company had given advances under a guarantee of Promoter Group
Company to its subsidiaries and other group Companies for meeting
working capital requirements and for acquisition of MSOs/ direct points
to the extent of Rs. 419.65 million as at year end (after receipt of Rs
1524.35 million at year end). The outstanding as on date of signing of
financial statements is Rs. 1 806.30 million.
The Company firmly believes that these interest free facilities/
advances of Rs. 1 806.30 million given as such to be good of recovery
and would further enhance its operations on standalone and consolidated
basis over near future; therefore does not believe any provisions to be
created on these amounts
13. The Company is in the process of reconciling the Service Tax
Account. Necessary adjustments, if any, which in the opinion of the
management will not be material, will be made as and when the accounts
are finally reconciled.
14. During the year, the Company had acquired 50.65% stake in Siti
Vision Digital Media Private Limited w.e.f. June 30, 2010 by way of
subscription of 7,484,870 equity shares of Rs 10 each at a premium of
Rs 100 per share in consideration of Rs. 82.33 million, which has been
discharged by transfer of fixed assets of the Company. This transaction
was accounted for by following the purchase method and resulted in
goodwill amounting to Rs 1.32 million. The said goodwill has been shown
as ''goodwill on consolidation''.
15. Previous year Comparatives:
Previous year''s figures have been regrouped wherever necessary to
confirm to this year''s classification. |