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Wire and Wireless (India)
BSE: 532795|NSE: WWIL|ISIN: INE965H01011|SECTOR: Media & Entertainment
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« Mar 10
Notes to Accounts Year End : Mar '11
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.
Source : Dion Global Solutions Limited
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