| 1. a) During the financial year 2011-12 the company at the AGM held on
30th September 2011 obtained approval of shareholders to increase
authorised share capital from Rs. 30.50.00. 000/- divided into
305,00,000 equity shares of Rs. 10/- each to Rs. 35,50,00,000/-divided
into 305,00,000 equity shares of Rs. 10/- each and 5,00,000 preference
shares of Rs. 100/- each by creation of additional 5.00. 000
Preference Shares of Rs. 100/- each.
b) On 23/04/2012, the company made an allotment of 50,00,000 (fifty
lac) Equity Shares of Rs 10/- (Rs ten) each at par to SASF (in terms
of the OTS with SASF), in lieu of outstanding balance loan of SASf
amounting to Rs. 5,00,00,000/- (Rupees five crore) only with a
condition to buy back of said shares by company/promoters from SASF on
or before 30th September 2014 at par with a return calculated @10%
p.a. (Read with 2.4 (iv)).
c) On 23/04/2012, the company made an allotment of 60,50,000 (sixty
lac fifty thousand) Equity Shares of Rs 10/- (Rs ten) each at a
premium of Rs. 2.50/- per share to promoter on preferential basis.
d) Share capital includes 53,00,000 equity shares of Rs. 10/- each
allotted at a premium of Rs 9/-each during the F. Y 2005-06 which was
not listed and on request of the company, NSE and
BSE have given NOC for filling of 'scheme of arrangement and capital
reduction' before the Hon'ble High Court of Delhi. The said scheme is
duly approved by the Board and thereafter by the shareholders of the
company at AGM held on 30th September 2011. However, as per the SEBI
Circular No. CIR/CFD/DIL/5/2013 dated 4th February, 2013, the company
re-submitted the said scheme with BSE and NSE for their NOC with the
approval/observation of SEBI.
On the basis of observations of SEBI a revised scheme of reduction of
share capital shall be filed with BSE and NSE for their NoC with the
observation of SEBI.
e) On 17/10/2013, the company made an allotment of 31,58,700 Equity
Shares of Rs 10/-(Rs ten) each at Rs. 12.50/- per share on conversion
of equivalent numbers of Share Warrants (read with note no 2.3).
i) A sum of Rs. 6,222.81 thousands, i.e. 25% of share warrants money,
received as application money against 19,91,300 share warrants was
forfeited during the Financial Year 2013-14 and transferred to Capital
Reserve on noncompliance of certain terms of issue of Share Warrants.
ii) Freehold land and certain buildings were revalued on 31.03.1998 by
approved valuers on the basis of assessment about the Fair Market
Value of the similar assets. As a result book value of such assets was
increased by Rs 39,779 thousands, which was transferred to Revaluation
Reserve. Gross Block as at 31.03.2015 includes cumulative surplus of
Rs. 33,800 thousands (31.03.2011: Rs. 33,800 thousands) arising on
revaluation of assets.
iii) Depreciation for the period includes Rs. 94 thousands (Previous
Year: Rs. 94 thousands) being depreciation on increased amount of
assets due to revaluation and an equivalent amount has been
transferred from revaluation reserve to profit and loss account.
iv) On 17/10/2013, the company made an allotment of 31,58,700 Equity
Shares of Rs 10/-(Rs ten) each at Rs. 12.50/- per share on conversion
of equivalent numbers of Share Warrants and the premium received on
the said allotment of Equity Shares has been transferred to share
premium account.
2 Long Term Borrowings Loan from SASF (Stressed Assets Stabilisation
Fund)
(i) One time settlement proposal of the company was agreed in
principal by SASF vide its letter dated February 26, 2011 which
envisaged payment of Rs.160,000 thousand towards full and final
settlement of dues to SASF as per details given below.
a) Rs.10,000 thousand to be paid on or before issue of letter of
approval (LOA) (Paid on 31th March 2011).
b) Rs.100,000 thousand to be paid within a period of six months from
the date of LOA on interest free basis.
c) Allotment of Equity Shares with face value of Rs 10/- each for
aggregate value of Rs 50,000 thousand within three months from the
date of issue of LOA.
d) Promoters to execute an agreement for buy back of shares at par
with a return of 10% p.a. within a period of two years from the date
of approval. SASF shall have the right to dispose off the shares in
open market in case promoters/ company fail to pay buy back.
(ii) The above proposal was approved and accepted by the Board of
Directors during their meeting held on 15th March 2011 and accordingly
the shareholders in the Extra Ordinary General Meeting on 13th April
2011 have approved the said proposal.
(iii) In pursuance of the OTS, the company made payment of Rs. 90,000
thousand in cash, as against its commitment to make payment of Rs.
110,000 thousand (refer (i) (a) & (b) above) and had issued 5000
thousand Equity Shares of Rs. 10/- each at par to SASF on 23rd April
2012 (refer (i) (c) above). SASF has agreed to further extend the
period for repayment of balance amount of Rs 20,000 thousand alongwith
interest of Rs. 16,518.66 thousand upto 15th April 2013, as per the
request of the company. Further, the said amount of Rs. 20,000
thousand alongwith interest of Rs16,518.66 thousand has been paid by
the company on the committed date of 15th April 2013.
(iv) On request of the company, the SASF has granted further extension
of Buy Back of 5000 thousand equity shares at par value of Rs.
10/-each up to 30.09.2014 vide letter dated 29.03.2014 subject to
payment of Rs. 15013.70 thousands towards return on equity @ 10% p.a.
on or before 30.04.2014. The company has further requested the SASF to
extend the time of Buy Back alongwith extension for payment of return
on equity till 31.03.2015. (Read with 2.1 (2)(b)). During the
financial year various communications had been made between the
company and SASF and finally the SASF vide their letter dated
12.02.2015 and 05.03.2015 respectively denied the further extension
and revoked the OTS. However, the company is contesting the matter
with SASF and the management of the company is of the opinion that
revocation shall be cancelled and the OTS shall be reinstated.
(v) The Company was in discussion with the SASF regarding further
extension as it was in the process of fund arrangement through various
sources. However, the SASF vide its letter dated 12.02.2015 and
05.03.2015 respectively denied further extension and revoked the OTS
and subsequent modifications thereof including reversal of waiver of
dues and has restored the original liability as per the terms of loan
agreement subject to adjustment of payment received by SASF from the
company. The company has taken up the matter and the management is of
the view that they will be able to restore the original OTS and hence
in view of the above no liability has been provided in the books of
the company.
In the opinion ofthe management, in respect of disputes regarding
amount payable to statutory authorities relating to provident fund,
tds, the same will be settled within next financial year.
The net deferred tax assets recognized in compliance with AS 22
"Accounting for Taxes on Income" upto 31.03.2014 has been updated
for items giving rise to timing difference upto 31.03.2015. In view of
the cost reduction measures and addition of new business and based on
future projection, the Board believes that there is a virtual
certainty that the future taxable income would be sufficient against
which such carried forward deferred tax asset can be realized.
(i) In addition to deposit of Rs. 22,313.00 thousand with the Custom
Department towards custom duty saved under EPCG licences as was made
till 31.03.2012, during the financial year 201112 the company has
further deposited Rs. 5,108.00 thousand with Customs Department as
security deposit ( refundable after fulfilment of Export Obligation)
towards balance amount of 50% of duty saved amount vide their meeting
held on 04.05.2011 and vide order dated 28.06.2011 of Jt. DGFT, CLA,
New Delhi (Appellate Authority), wherein extension upto 12 years (upto
September 2011) has been allowed against one license from the date of
issue of this licence subject to compliance of specified conditions
and with reference to the above said decision. The company has filed
with the office of DGFT on 27.04.2012, the redemption application
against the said licence for issue of export obligation discharge
certificate.
(ii) On filing of petition with office of the DGFT, EPCG Committee
vide their meeting held on 23.09.2010, had allowed extension upto 12
years against four EPCG Licenses from the date of issue of these
licences subject to deposit of the balance 50% custom duty saved (net
of deposit lying with the custom department), i.e. Rs. 341.04
thousands as security deposit and on payment of requisite composition
fee. The company has complied with the necessary conditions of deposit
of 50% custom duty saved, deposited the necessary composition fee and
filed with the DGFT for extension of validity period of all the above
said four licences upto 12 years from the date of issue of the
licence, condonation of block-wise fulfilment of export obligation and
re-fixation of export obligation on the basis of duty saved amount.
(iii) On filing of petition with office of the DGFT, EPCG Committee
vide their meeting held on 20.12.2001 for extension upto 12 years and
refixation of EO (export obligation) and condonation of block wise
fulfillment of EO against fifth EPCG License from the date of issue of
this licence. the DGFT has issued a show cause notice on 06.04.2015
asking for why action should not be taken and fiscal penalty should
not be imposed, declare the company as defaulter and place in the
Denied Entity List under Foreign Trade (Development & Regulation) Act,
1992 and Rules made thereunder due to non deposit of custom duty saved
and interest thereon. However, the company has contested the matter
and submitted a reply alongwith necessary documents with DGFT vide
letter dated 21.04.2015 with proper justification and the management
of the company is confident that such action shall be avoided.
MAT credit entitlement has been recognized in view of addition of new
business and based on future projections; the board believes that
future taxable income would be sufficient so as the tax credit for
such carried forward MAT credit entitlement can be setoff as per
provision of section 115JAA of the Income Tax Act, 1961.
Advances recoverable in cash or in kind or value to be received
include interest free Advances given to bodies Corporates and Others
(in terms of clause 32 of listing agreement):
The value of current assets and loans and advances in the ordinary
course of business, to the best of management's knowledge and belief,
will not be less than the stated value.
(Rupees in '000)
3 Contingent Liabilities: 2014-15 2013-14
(to the extent as ascertained by the Management)
A) Claims against the Company not acknowledged as
debts 69,500.03 44,823.46
B) Others:
i) Customs Duty saved which may arise if
obligation for exports is not fulfilled against
import of certain machinery under EPCG Scheme
(EPCG license (obligation fulfilled) of custom
duty saved of Rs.3,623.94 thousands where company
has applied for discharge) {(BG of Rs. Nil thousands
given (P. Y. Rs Nil
thousands)} 35,148.08 35,148.08
C) Corporate Guarantee 1,272,000.00 1,123,900.00
D) Registered Office is situated at premises
which is available to the company at free of cost.
4 The company has not received any reply/information from suppliers
regarding their status under "Micro, Small & Medium Enterprises
Development Act' 2006 and hence disclosures, if any relating to amount
unpaid as at year end together with interest paid/payable as required
under the said Act have not been given.
5 Segment Reporting:
a) Primary Segment Reporting (by business segment): -
In line with Accounting Standard (AS) 17 on Segment Reporting, the
Company has identified business segment as given below taking into
account the organisational structure as well as differential nature,
risk and return.
Television :
Marketing, Production & Broadcasting of TV Programme and
Advertisement.
Educational Infrastructure and Technology :
Imparting the full and part time education Teleport :
Uplinking, Video Clipping & News Feeding Charges through Digital
Satellite News Gathering equipment. Others :
Feature film production & distribution
6 Related Party disclosures:
Due to increase in capital base of Dr. Jain Video on Wheels Ltd.
during previous year 2010-11 the shareholding in Dr. Jain Video on
Wheels Ltd has reduced from 52.727% to 45.944% and consequently ceased
to be a subsidiary company.
a. Other Related Parties where transactions have been taken place
during the year:
Key Management Personnel & their Relatives:
Dr J K Jain (Managing Director) - Key Management Personnel Dr. (Mrs.)
Ragini Jain (Director, Wife of Dr. J.K.Jain)
Mr. Ankur Jain (Son of Dr. J.K.Jain)
b. Enterprises over which Key Management Personnel and their relatives
have significant influence:
Dr Jain Clinic Pvt. Ltd.
Dr. Jain Laboratories Pvt. Ltd.
Ankur Services and Growth Fund Ltd.
Dalmia Foundation for Medical Research The Development Group Jain
Internet Ltd.
Noida Software Technology Park Ltd.
Dr. Jain Video on Wheels Ltd.
Note:
i) The company has given corporate guarantee for the loans taken from
bank By Noida Software Technology Park Ltd and Dr. Jain Video on
Wheels Ltd. The property at Dundahera, Gurgaon has been mortgaged
against group's borrowings from Punjab National Bank which includes
Noida Software Technology Park Ltd. and Dr. Jain Video on Wheels Ltd.
ii) Company has given interest free security deposit for rented
premises.
iii) 22,10,300 Equity Shares of Jain Studios Ltd held by Promoters are
pledged for loan taken from Financial Institutions by the company.
iv) Details of remuneration to Key Management Personnel are given in
Note.
v) Figures for previous year are given in brackets.
7 Figures for the previous year have been regrouped/ re-arranged/
recast wherever considered necessary, to conform current year's
classification.
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