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Zee Entertainment Enterprises
BSE: 505537|NSE: ZEEL|ISIN: INE256A01028|SECTOR: Media & Entertainment
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Explore Zee Entertain connections « Mar 10
Notes to Accounts Year End : Mar '11
BACKGROUND
 
 Zee entertainment enterprises Limited (ZeeL or the Company) is
 incorporated in the state of Maharashtra, India. The Company has been
 mainly in the following businesses during the year:
 
 a) Broadcasting of satellite Television Channels uplinked from India;
 
 b) space selling agent for other television channels;
 
 c) sale of Television programs, movies and rights including movies and
 program feeds;
 
 d) production and distribution of Movies.
 
 1.  Prior Year Comparatives
 
 previous years figures are regrouped, rearranged, or recast wherever
 considered necessary to conform to this years classification. Current
 years figures are not comparable with that of previous year due to the
 amalgamation/ scheme of arrangement in the current and previous year.
 Figures in brackets pertain to previous year.
 
 2.  a) programs , Movie rights and sports rights and movie rights are
 intangible assets as defined in as – 26 but these are acquired and used
 for its broadcasting business hence considered and included in
 Operational cost and Current assets -Inventories.
 
 b) In schedule 13, Operational Cost under acquisition of programs,
 movies and rights includes commissioned ,acquisition of programs, Movie
 rights and sports rights and amortized / impaired, sold etc. The
 Company has impaired program,Movie rights and sports rights Rs. /Thousand
 nil (69,881) during the year.
 
 3.  Restructuring
 
 A) Amalgamation of ZES Holdings Limited (ZES) and Zee Multimedia
 Worldwide Limited (ZMWL) with the Company.
 
 i) The scheme of amalgamation of Zes and ZMWL both foreign companies
 with the Company u/s 391 to 394 of the Companies act 1956 is approved
 by the honble high Court of Mumbai on June 10, 2011 and upon filing
 the said order with the registrar of Companies, Maharashtra on June 20,
 2011 and at the respective judiciaries of Zes and ZMWL, the said scheme
 of amalgamation became effective on and from that date.
 
 ii) The scheme has been given effect in these financial statements and
 in pursuant to the said scheme:
 
 a) The said approved scheme of amalgamation has been given effect in
 these financial statements as per the pooling of interest method as
 prescribed by accounting standard 14 accounting of amalgamation.
 accordingly, all the assets and liabilities of Transferor Companies
 i.e. Zes and ZMWL are vested and transferred to the company at
 respective book values on appointed date i.e. February 1, 2011.
 
 b) no shares of the Company shall be issued in consideration of the
 equity shares and preference shares of the Transferor Companies as the
 entire stated equity share capital has been held by the Company and the
 entire stated preference share capital is held interse by ZMWL,
 amalgamating Company.
 
 B) Amalgamation of ZES Mauritius Limited (ZES Mauritius) and ZES
 Entertainment Studios Limited (ZES Ent) with ZES Holdings Limited (ZES)
 their 100% holding company.
 
 Zes Mauritius Limited (Zes Mauritius) and Zes entertainment studios
 Limited (Zes ent) both Mauritius registered companies amalgamated with
 their Mauritius registered holding company Zes on March 18, 2011 and
 March 31, 2011 respectively as per the confirmation of registrar of
 Companies, republic of Mauritius, and the financials of these
 subsidiaries consolidated with Zes for the period February 1, 2011 to
 March 31, 2011 and accounted for in these financial statements, as
 transactions between the appointed date and effective date.
 accordingly, the difference of Rs./Thousand 107 between assets and
 liabilities transferred is adjusted to General reserve.
 
 C) Scheme of Amalgamation and Arrangement between erstwhile ETC
 Networks Limited, Zee Learn Limited and the Company
 
 a) The Composite scheme of amalgamation and arrangement ( the
 Composite scheme) between erstwhile eTC networks Limited (eTC), Zee
 Learn Limited (ZLL) and the Company was approved by the honble high
 Court of Mumbai and upon filing of the certified copy of the said order
 with the registrar of Companies, Mumbai, the said Composite scheme
 became effective on august 30, 2010. pursuant to the Composite scheme,
 eTC had merged with the Company on March 31, 2010 and upon such merger,
 the education business undertaking stand demerged from the Company and
 vested in ZLL at book value on april 1, 2010 and has been given effect
 in these financial statements.
 
 4.  Bonus Shares
 
 at the annual General Meeting held on October 29, 2010, the
 shareholders approved the issue of Bonus shares in the proportion of
 one new equity share of Rs.1/- each for every equity share of Rs.1/- each
 held. accordingly, a sum of Rs./Thousand 489,038 has been capitalized by
 utilization of Capital redemption reserve and securities premium ,and
 transferred to share Capital account on allotment of fully paid bonus
 shares to the holders of the equity shares on the record date november
 12, 2010.
 
 5.  Secured Loans
 
 a) Debentures
 
 nil (500) secured redeemable non-Convertible debentures of Rs. 1,000,000
 each fully paid up (issued by erstwhile eTC) and vested with the
 Company upon merger of eTC with Company are redeemable at par in 4
 equal installments with the earliest redemption being on January 6,
 2012 and last being on January 6 ,2015.  secured by way of first charge
 on freehold land, all fixed assets and current assets including certain
 fixed deposits, and first charge on escrow account for receivables of
 the erstwhile eTC. The debentures are to be further secured by
 assignment of all the benefits under the agreement for operations of
 the school.
 
 These debentures and related liabilities are transferred to Zee Learn
 Limited as at april 1, 2010 as per the Composite scheme of arrangement
 (refer note 3 above)
 
 b) Term Loan from Bank
 
 secured by way of first charge on all the fixed assets and current
 assets of erstwhile digital Media Convergence Limited subsidiary of
 erstwhile eTC networks Limited.
 
 c) Working Capital Loan from Bank
 
 secured by way of first charge on all the fixed assets and current
 assets of erstwhile company digital Media Convergence Limited,
 subsidiary of erstwhile eTC networks Limited.
 
 d) Vehicle Loans
 
 secured by hypothecation of vehicles.
 
 6.  Disclosures:
 
 a) The Company has been deploying its surplus funds as short-term
 demand loans / inter corporate deposits, the borrowers are regular in
 repayment of principal and interest, hence are considered good.
 
 b) sales includes Rs./Thousand 700,000(nil) as consideration for
 pre-matured termination of sporting events rights.
 
 c) prior period expenses represents program Cost of Rs./Thousand nil
 (10,392).
 
 d) deposits includes Rs./Thousand nil (65,745) due from company in which
 director is interested.
 
 e) Capital work in progress includes Capital advances Rs. / Thousand
 390,742 (1,086,506). enforceable agreements are yet to be executed for
 advances of Rs./Thousand 354,000 (239,370) for purchase of properties.
 
 f) estimated amount of contracts remaining to be executed on capital
 account, not provided for (net of advances) is Rs./ Thousand 91,099
 (247,489).
 
 g) sundry Creditors for expenses and other liabilities under Current
 Liabilities include cheques overdrawn Rs./Thousand 163,482 (128,038)
 
 h) dividend Rs. /Thousand 937 (1,213) unclaimed for the period more than
 seven years is transferred to Investors education and protection Fund
 during the year.
 
 i) exceptional item of Rs./Thousand 196,797 (nil) represents profit on
 sale of long term investments (net)
 
 j) erstwhile eTC networks Limited (eTC - since merged) had taken over
 running business of entertainment Television network private Limited
 during the year 1999-2000 along with the benefits of contracts,
 agreement and approvals for broadcasting of Television Channels. some
 of the agreements and approvals under which business is carried on are
 yet to be transferred / obtained in the name of erstwhile eTC Company.
 
 iii) Commission payable to non-executive Independent directors of
 Rs./Thousand 12,750 (10,800) based on profits for the year ended March
 31, 2011.
 
 iv) Foreign subsidiary has paid remuneration (salaries and allowances)
 of Rs. /Thousand 3,559 (3,803) to a non- executive director. however, no
 remuneration is paid to him by the Company.
 
 n) Foreign Exchange Difference
 
 i) Foreign exchange loss (net) of Rs./Thousand 18,777 (29,548) including
 on forward contracts and cross currency swap on settlement or
 realignment of foreign exchange has been adjusted in respective heads
 in the profit and Loss account.
 
 o) Employee Stock Option Plan (ESOP 2009)
 
 The Company has instituted an employee stock Option plan (esOp 2009) as
 approved by the Board of directors and shareholders of the Company in
 2009 for issuance of stock options convertible in equity shares not
 exceeding in the aggregate 5% of the issued and paid up capital of the
 Company as on March 31, 2009 i.e. up to 21,700,355 equity shares of re
 1 each to the employees of the Company as well as that of its
 subsidiaries and also to non- executive directors including Independent
 directors of the Company at the market price determined as per the seBI
 (esOs) Guidelines, 1999. The said scheme is administered by the
 remuneration Committee of the Board.  during the pervious year, the
 Company had granted 4,340,000 (excluding 4,340,000 bonus shares) stock
 options to eligible employees and directors at an exercise price of Rs.
 239.80 (Rs. 119.90 ex bonus) per share. 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.  The options granted would vest in
 the ratio of 50:35:15 at the expiry of one, two and three years from
 the date of grant and once vested, these would be exercisable at any
 time within a period of four years and the equity shares arising on
 exercise of options shall not be subject to any lock in.
 
 The options were granted to the employees at an exercise price, being
 the latest market price as per the seBI (esOs) Guideline 1999. In view
 of this, there being no intrinsic value on the date of the grant (being
 the excess of market price of share under the scheme over the exercise
 price of the option), the Company is not required to account the
 accounting value of options as per the seBI guidelines.
 
 p) Micro, Small and Medium Enterprises:
 
 The Company has no dues to Micro, small and Medium enterprises during
 the year ended March 31, 2011, on the basis of information provided by
 the parties and available on record.
 
 q) On reconciliation, the shares of essel propack Limited held in
 investments-Quoted-non Trade are rectified during the year.
 
 8.  Contingent Liabilities not provided for
 
                                                  (Rs./Thousand)
 
 Particulars                                    2011         2010
 
 a)  Corporate Guarantees
 
 - For subsidiaries to the extent of loans 
 availed/ outstanding Rs./Thousand             2,439,180     5,008,850
            966,638 (nil)
 
 - For other related parties, loans
  outstanding Rs. /Thousand 3,010,615          4,114,302     4,077,030
 (3,733,360)
 
 b) Bank guarantees outstanding                 58,420            75
 
 c) Claims against the company not 
    acknowledged as debts                      751,319       640,278
 
 d) disputed direct Taxes                    1,749,091       131,504
 
 e) disputed Indirect Tax                      474,538       474,538
 
 f) Letters of credit (net of liability 
    provided)                                   13,418        40,817
 
 g) Legal cases against the company      Unascertainable Unascertainable
 
 11.  Related Party transactions
 
 (i) List of Parties where control exists Subsidiary Companies
 
 a) Wholly Owned
 
 apac Media Ventures Limited; asia Business Broadcasting (Mauritius)
 Limited(amalgamated as on March 31, 2011); asia Today Limited; asia TV
 Limited; expand Fast holding (singapore) pte. Limited; Ta j Television
 India private Limited; OOO Zee CIs LLC; OOO Zee CIs Capital holding
 LLC; Zee Multimedia (Maurice) Limited; Zee Multimedia Worldwide
 Limited; Mauritius; Zee Multimedia Worldwide Limited (BVI) (amalgamated
 w.e.f February 1, 2011); Zee sports americas Limited (Wound up during
 the year); Zee sports International Limited; Zee sports Limited; Zee
 Technologies (Guangzhou) Limited; Zee Telefilms Middle east FZLLC; Zee
 TV south africa (proprietary) Limited; Zee TV Usa Inc.; Zes holdings
 Limited (amalgamated w.e.f. February 1, 2011); Zee entertainment
 studios BVI (amalgamted w.e.f. March 31, 2011) ; Zes Mauritius Limited
 (amagamated w.e.f.  March 18,2011); Zes International Limited
 (dissolved w.e.f.June 29, 2010); Zee Motion pictures private Limited
 (divested w.e.f. January 31, 2011).
 
 b) Others- direct
 
 Zee Turner Limited; ITM digital private Limited (w.e.f. september 10,
 2010), India Webportal private Limited (w.e.f. december 11, 2010)
 
 c) Other - Indirect
 
 Taj TV Limited, Mauritius
 
 (ii) Associates
 
 aplab Limited (extent of holding 26.42 %)
 
 (iii) Other Related parties with whom transactions have taken place
 during the year and balance outstanding as on the last day of the year.
 
 Asian sky shop Limited, agrani Convergence Limited; Churu Trading
 Company private Limited; Continental drug Company private Limited;
 Cyquator Media services private Limited; dakshin Media Gaming solutions
 private Limited; dish TV India Limited; diligent Media Corporation
 Limited ; essel propack Limited; e-City entertainment (India) private
 Limited; e-City retail private Limited; e- City property Management
 services private Limited; e-Cool Gaming solution private Limited; essel
 Corporate resources private Limited; essel sports private Limited;
 essel Infraprojects Limited; essel International Limited; essel shyam
 Communication private Limited; Fun Multiplex private Limited;
 Integrated subscribers Management Limited; ITX Trade exchange Limited;
 Jay properties private Limited; Jayneer Capital private Limited; new
 Media Broadcasting private Limited; pan India network Infravest private
 Limited; pan India paryatan private Limited ;prajatma Trading Company
 private Limited; premier Finance and Trading Company Limited; procall
 private Limited; rama associates Limited; real Media FZLLC, siti energy
 Limited ;smart Wireless private Limited; TaLeeM research Foundation;
 Wire and Wireless (India) Limited; Zee Learn Limited; Zee news Limited;
 
 Directors / Key Management Personnel
 
 Mr. subhash Chandra, Mr. punit Goenka, Mr. ashok Kurien.
 
 DISCLOSURE IN RESPECT OF MATERIAL RELATED PARTIES WHICH ACCOUNT FOR 10%
 OR MORE OF THE TRANSACTIONS DURING THE YEAR:
 
 a) Loans, advances and deposits given include to Churu Trading Company
 private Limited Rs./Thousand nil (2,040,000); prajatma Trading Company
 private Limited Rs./Thousand nil (21,50,000);premier Finance and Trading
 Company Limited Rs./Thousand nil (2,271,000); Taj Television India
 private Limited Rs./Thousand 138,846 (nil); Zee news Limited Rs./Thousand
 21,346 (nil); Wire and Wireless (India) Limited Rs./Thousand 14,123
 (nil).
 
 b) Loans, advances and deposits repayment received Churu Trading
 Company private Limited Rs./Thousand nil (2,040,000); prajatma Trading
 Company private Limited Rs./Thousand nil (2,150,000); dish TV India
 Limited Rs./ Thousand nil (24,30,000); Wire and Wireless (India) Limited
 Rs./Thousand 112,736 (2,450,000); premier Finance and Trading Company
 Limited Rs./Thousand nil (2,271,000); TaLeeM research Foundation
 Rs./Thousand 199,182 (nil); Zee Turner Limited Rs./Thousand 820,128 (nil);
 Jay properties private Limited Rs./Thousand 65,745 (nil).
 
 c) Loans, advances and deposits balances outstanding at year end
 include Zee sports Limited Rs./Thousand 29,249 (29,249); Zee Turner
 Limited Rs./Thousand 927,492 (1,747,620); Taj Tv Limited (Mauritius)
 Rs./Thousand 177,366 (nil); Wire and Wireless (India) Limited Rs./Thousand
 nil (98,613); Jay properties private Limited Rs./Thousand nil (65,744);
 TaLeeM research Foundation Rs./Thousand nil (199,182); Zee news Limited
 Rs./Thousand 21,346 (nil); Cyquator Media services private Limited
 Rs./Thousand 35,985 (nil)
 
 d) Capital advances outstanding at the year end include TaLeeM research
 Foundation Rs./Thousand nil (750,000).
 
 e) sundry Creditors balances include Broadcasters/ principals
 remittances pending to asia Today Limited Rs./Thousand 818,048 (759,327);
 amounts due for purchase of programs, Goods and services to asia Today
 Limited Rs./Thousand 67,796 (11,654); Ta j Television India private
 Limited Rs./Thousand 109,051 (8,232); Wire and Wireless (India) Limited
 Rs./Thousand 56,670 (67,177); essel sports private Limited Rs./Thousand
 13,624 (13,624); Zee news Limited Rs./ Thousand nil (520,271), real Media
 FZLLC Rs./Thousand 15,588 (nil).
 
 f) sales, services and recoveries (net) include to asia Today Limited
 Rs./Thousand 1,242,509 (886,916); Zee news Limited Rs./Thousand 28,280
 (57,680);subscription income from dish TV India Limited Rs./Thousand
 360,000 (240,000) advertisement Income from dish TV India Limited
 Rs./Thousand 67,570 (96,409); Commission received from asia Today Limited
 Rs./Thousand 114,504 (73,662);
 
 g) sundry debtors balances include asia Today Limited Rs./Thousand
 758,971 (665,345); dish TV India Limited Rs./ Thousand 137,207 (95,257);
 ITX Trade exchange Limited Rs./Thousand nil (29,854).
 
 h) Other income includes dividend received from aplab Limited
 Rs./Thousand nil (1,321); essel propack Limited Rs./ Thousand 729 (546);
 Interest received includes Churu Trading Company private Limited
 Rs./Thousand nil (219,469); prajatma Trading Company private Limited
 Rs./Thousand nil (210,647); dish TV India Limited Rs./Thousand nil
 (71,901); premier Finance & Trading Company private Limited. Rs./Thousand
 nil (186,326); Wire and Wireless (India) Limited Rs./Thousand 12,826
 (127,098); Miscellaneous income includes rent income received from Zee
 Turner Limited Rs./Thousand 10,627 (10,627); diligent Media Corporation
 Limited Rs./Thousand 2,203 (2,203); dish TV India Limited Rs./Thousand
 25,132 (25,132); Zee news Limited Rs./Thousand 21,785 (20,441); Wire and
 Wireless (India) Limited Rs./ Thousand 4,209 (4,209); Balances written
 back of asia Today Limited Rs./Thousand nil (12,624), Zee Turner Limited
 Rs./Thousand 195 (nil), agrani Convergence Limited Rs./Thousand 2,446 (nil)
 
 i) purchase of programs, Goods and services from asia Today Limited
 Rs./Thousand 54,718 (67,661); Taj TV Limited –Mauritius Rs./Thousand
 2,088,858 (30,861); essel Corporate resources private Limited
 Rs./Thousand 173,764 (176,292); essel sports private Limited Rs./Thousand
 nil (12,807); Wire and Wireless (India) Limited Rs./Thousand 183,456
 (160,372).; dish Tv Limited Rs./Thousand 46,239 (nil) Commission paid to
 Zee Turner Limited Rs./Thousand 260,568 (140,620); Ta j Television India
 private Limited Rs./Thousand 109,893 (nil).
 
 j) Corporate guarantees include in respect asia Today Limited
 Rs./Thousand nil (5,008,850); Ta j TV Limited, Mauritius Rs./Thousand
 2,439,180 (nil) dish TV India Limited Rs./Thousand 3,898,802 (3,223,530);
 Wire and Wireless (India) Limited Rs./Thousand 188,000 (541,000).
 
 Note:
 
 Details of remuneration to directors are disclosed in note 6 (l).
 
 14.  additional Information required to be given pursuant to part II of
 schedule VI to the Companies act 1956 is as follows:
 
 The Company is mainly in the business of producing television programs
 and is not subject to any license hence licensed capacity is not given.
 Further the nature of business of the company is such that quantitative
 information of purchase, sale and stocks are not applicable.
 
 16.  Segmental Reporting
 
 The Financial statements of the Company contain both the consolidated
 financial statements as well as the separate financial statements of
 the parent company. hence, the company has presented the segmental
 information on the basis of the consolidated financial statements as
 permitted by accounting standard – 17.
Source : Dion Global Solutions Limited
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