Moser Baer Annual Report 2009

the power of green
a n n u a l
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contents
Vision, Mission
03
Year at a Glance
04
Chairman’s Message
06
Board of Directors
10
Business Showcase
Solar Photovoltaic
Optical Storage Media
Consumer Products
Entertainment
12
16
20
24
Management Discussion and Analysis
28
Corporate Social Responsibility
50
Financials
58
00/01
visionmission
vision
Touching every life across the globe through
high technology products and services.
mission
We will drive growth through our excellence in
mass manufacturing. We will move up the
value chain through rapid development of
technology, products and services. We will
leverage our relationships, distribution, cost
leadership and “can do" attitude to become a
global market leader in every business.
02/03
year at a glance
New Initiatives
•
Moser Baer launches a digital video processing and
authoring facility in Chennai
•
Moser Baer announces successful trials of first Gen
8.5 Thin Film plant
•
Moser Baer to set up one of India's largest rooftop
solar PV Installations in Surat
Strategic Tie-up
•
Moser Baer signs exclusive home video licensing
deal with UTV Motion Pictures
•
Moser Baer concludes a strategic tie-up with
LDK Solar
Global Certification
•
Moser Baer gets the coveted Blu-ray
product certification
•
Moser Baer's thin film solar modules are now IEC
(International Electrotechnical Commission) certified
Major Funding
•
Global investors commit more than Rs. 400 crore
equity into Moser Baer’s photovoltaic business
Consumer Products
•
•
•
•
•
•
•
LCD TVs
DVD Players with Home Theatre
Multimedia Speakers
MP3 Players
Colour TVs
Digital Photo Frames
IVO Media Players
•
•
•
•
•
•
External Hard Disks
TV Tuner Cards
Speakers
TFT Monitors
PC Casings
RAMs
Product Line Extensions and Launches
•
Moser Baer launches 600VA UPS with improved
features for better performance
•
Moser Baer launches all new sleek and stylish
MP3 players
•
Moser Baer launches slim and elegant TFT Monitors
•
Moser Baer launches LCD TV
Deepak Puri, Chairman and Managing Director
chairman’smessage
This is our hope: that the children born today still have,
twenty years hence, a bit of green grass under bare feet, a
breath of clean air to breathe, a patch of blue water to sail
upon, and a whale on the horizon to set them dreaming...
Jacques-Yves Cousteau, the Explorer-Ecologist-Scientist
Dear Shareholders,
I wrote to you last year about our 25 years in business.
Now, as we begin the journey that will take us through our
next 25 years, I have little hesitation in making a
prediction: Our best years lie ahead. Call that a promise.
Or call that a pledge. I know we will get there. Having said
that, we are going to have to work very hard to redeem
that pledge. It's going to be anything but easy. But, then,
nothing ever is easy.
Consider what we have done to Planet Earth. The
warnings about global warming have been very, very clear
for a long time now. We didn't pay heed. Now we know
what we need to do to ensure that our children have grass
under their bare feet…and a whale on the horizon. So,
let's just do it. As Al Gore, the environmental activist,
says: …we should not wait, we cannot wait, we must
not wait…
The theme of our Annual Report is quite simply–green.
Culturally, “green” has broad and sometimes
contradictory meanings. But the most common
association of green in this modern world is with
regeneration. And we need to regenerate Planet Earth to
ensure a safe future for generations to come.
Having introduced the theme, let me quickly move to the
task on hand, which is to tell you what FY 2008-09 looked
like for Moser Baer. This is my perspective as the
company's Chairman and Managing Director. You will get
more granular detail in pages that follow.
I am these days often asked how I view the prospect of
running and growing this business in the pall of economic
gloom that has settled over the world. So, while I needn't
say any more about the global economic environment,
about which enough has already been said by just about
everyone with active vocal chords, what I will say is this:
Those who excel do so not because of the situation they
are in but in spite of it. I believe the tough environment can
act as a stimulus, producing more effort, more creativity,
and more innovation.
Challenging times these may be, but throughout our
company's history we have embraced challenges as
opportunities to achieve results and this year again
showed how we have not at all lost the propensity to do
that. Overall, I see the year as one in which we
strengthened our balance sheet and managed liquidity.
Optical Media
The first couple of quarters were difficult for the optical
media business but with input prices softening and the
market dynamics and the environment in which the
business operated improving significantly later in the
fiscal year, EBITDA margins for the business are growing.
Also, with high definition media prices falling, our focus
on blu-ray technology is now starting to pay off. Having
06/07
The solar photovoltaic
business stands for
Moser Baer in the brave
new world.
Moser Baer’s photovoltaic plant in Greater Noida
chairman’smessage
said that, I must add that blu-ray drive prices need to
breach the $200 barrier for high definition optical discs to
get a real impetus in sales.
Our optical media disc manufacturing is fungible. Hence,
without much capex we will move our existing production
lines to advanced formats and margin improvement and
upgradation in product profile will continue to have a
positive impact on the performance of the
optical media business.
With the significant reduction in input costs, and relatively
stable pricing, the optical media business is a strong cash
generator for the group. In FY08-09, the optical media
business generated over Rs.4,917 million in
operating cash.
Solar Photovoltaic
The PV business, of course, stands for Moser Baer in the
brave new world. And while the long-term prospects of
the solar energy industry remain as strong and buoyant as
before, the sector is currently facing strong headwinds
with the global meltdown impacting solar markets
worldwide. Yet, countries continue to implement solarfriendly and feed-in tariff programmes, while global
financial institutions view solar financing as a low-risk
asset class. Which leaves me in no doubt that continued
demand for clean and renewable energy will drive solar
energy costs towards grid parity in the next
couple of years.
In 2008, for the first time, both the European Union and
the US added more capacity from renewables than from
fossil-fuel and nuclear sources. Global solar PV
production rose 85 per cent to 7.9 gigawatts. Such
growth is possible, continuing even in recession,
because some 73 countries have set renewable power
generation targets, and at least 64 of them are attempting
to hit the targets.
Our own expansion plans have to be seen in the light of
what is happening around the globe. Moser Baer is very
bullish on the PV market. A recovery in worldwide credit
markets and a flow of funds to renewable energy
companies will boost solar demand, although in the near
term solar producers will slash production forecasts.
Moser Baer is reviewing its plans too. However, we
remain committed to PV growth coming from both
crystalline silicon and amorphous silicon technologies.
Entertainment
The entertainment business stands poised to be hived off
into a separate subsidiary. The outlook for the business
remains strong, as we are working towards the
consolidation of the home video space in India. Our
significant acquisition of new and premium content
consolidated our leadership position in the industry.
Moser Baer’s entertainment business now sells more
home video content in India than the next five players
combined. Many more exciting things are on the anvil,
specially our strategy to provide legitimate content to
consumers in a market plagued by piracy. I am constantly
meeting people who congratulate me on making DVD
films affordable. That, more than anything else, tells me
that we are doing the right thing.
Consumer Products
Our Consumer Products business too is making
significant progress with the launch of a slew of products
during the year. Many more are planned to be launched in
the coming year.
At Moser Baer, sustainable development holds the key.
We keep environmental, social and ethical issues in focus
while determining our business and growth strategy.
Environment and health safety objectives and targets are
incorporated in annual business plans. We are fully
committed to developing and operating a safe, healthy
and clean environment to protect vital human resources,
plant, machinery and the environment from hazards
and risks.
I thank you for all the support and encouragement you
have always given to us at Moser Baer. I can only assure
you that our hunger for growth is far from sated. After all,
we are working towards ensuring that your children have
“a bit of green grass under their bare feet”.
Best regards,
Deepak Puri
08/09
Front Row Left to Right
Back Row Left to Right
Virendra Nath Koura
Nita Puri
Viraj Sawhney
Non-Executive Director
Whole Time Director
Non-Executive Director
Bernard Gallus
Frank E. Dangeard
Dr. Vinayshil Gautam
Non-Executive Director
Non-Executive Director
Non-Executive Director
boardofdirectors
Not in the picture
Ratul Puri
Prakash Karnik
Arun Bharat Ram
Executive Director
Non-Executive Director
Non-Executive Director
Deepak Puri
John Levack
Rajesh Khanna
Chairman and Managing Director
Non-Executive Director
Non-Executive Director
10/11
solarphotovoltaic
12/13
Moser Baer has positioned itself as a significant player in
the global solar photovoltaic (PV) market by leveraging its
high-volume technology manufacturing expertise with
significant investments in research, development and
manufacturing of products dedicated to generating solar
power. Moser Baer believes that PV is the vital link in
dealing with the energy crisis. The PV arm of Moser Baer's
business comprises separate companies operating
as subsidiaries.
Moser Baer is present across the entire value chain—we
manufacture cells and modules and control critical
feedstock through strategic alliances. We are also
ensuring that internationally accepted business models
for downstream systems development, commissioning
and O&M are established, especially in the rapidly
emerging Indian market. Also, we straddle multiple PV
technologies, whether crystalline silicon, amorphous
silicon (thin film) and concentrator technology.
In addition, Moser Baer is investing in nano technologies,
which are in the R&D phase. This is technology of the
future and has the potential to bring the cost of electricity
generation down considerably.
The solar energy sector is increasingly realising its
potential as a cost-effective alternative source of power
and our effort is to work diligently in all PV technologies
and bring the solar dream to fruition to meet India's
energy needs.
Renewable energy offers the biggest risk mitigation
strategy as we prepare to deal with the climate
change crisis.
The options are many: hydroelectric, wind, ocean tides,
biomass, geothermal and solar. However, it is solar that is
the most viable alternative source of power. It is a
continuous, unlimited source of energy, especially
peaking energy, involving distributed generation, has no
emissions and is totally non-hazardous.
The technological landscape of solar power is impressive
•
Crystalline silicon is the most mature technology and
has the largest market share.
•
Thin Film is a maturing technology, poised for high
growth and also has potential to reduce costs
significantly.
•
Concentrator PV is being rapidly developed for the
market and has great cost reduction potential
as well.
Finally, nano technology is in the R&D phase, with a
potentially 'disruptive' cost profile given the right
breakthroughs. Notwithstanding the temporary short
term slowdown in certain segments of the PV sector as a
direct result of the credit crisis, experts continue to
forecast explosive growth as the sector drives towards
grid parity costs. The company believes that multiple
technologies will be complementary in meeting varied
applications requirements and differential conditions as
deployment of PV systems and applications extends
across the globe.
solarphotovoltaic
Moser Baer is present
across the solar
photovoltaic value chain.
Solar energy is the most viable alternative source of power
14/15
opticalstoragemedia
16/17
Moser Baer's range of products makes it one of the world's
largest manufacturers and technology innovators in the
optical media space–an Indian company that has contributed
to the establishment of new global technology standards.
Our products are sold in more than 80 countries and we have
a dominant market presence in the United States, Europe
and India. In the Indian market, Moser Baer made its foray
into the optical storage market with the launch of the Moser
Baer label in 2003. The company has enhanced its leadership
position by introducing technologically innovative and truly
world-class products globally.
A notable development in 2008 was the emergence of
Blu-ray as the only relevant media for the high definition
format, with Toshiba announcing the discontinuation of
HD DVD investments. Blu-ray offers a considerable
increase in storage capacity with its 25 to 50 GB data
capacity. Moser Baer, having contributed significantly to
the development of blue laser technology, stands to
benefit from the exponential growth expected in this
advanced format in years to come. The company will be
present across all blue laser media formats, be it
recordable media, or rewritable or replicated media. The
company is set to leverage its R&D strengths to establish
leadership position in terms of supply of Blu-ray media for
global consumption.
Moser Baer's Blu-ray 1x-6x discs have also been accepted
by the BDA (Blu Ray Disc Association) as test discs to
benchmark the performance of Blu ray 1x-6x media in
various BD drives being manufactured globally. This
achievement underlines the strength of Moser Baer as a
technological innovator for this cutting edge Blu-ray
format. This continued impetus is poised to bring Moser
Baer's optical media business its next wave of success.
The company continues to manufacture the entire
spectrum of optical storage media products including
Recordable Compact Discs (CD-R), Rewritable Compact
Discs (CD-RW), Recordable Digital Versatile Discs (DVDR), Rewritable Digital Versatile Discs (DVD-RW) and Blu
Laser Discs (Blu-ray).
opticalstoragemedia
In optical storage media,
Moser Baer is a name
to reckon with.
The DVD manufacturing plant in Greater Noida
18/19
consumerproducts
20/21
Consumer products are the latest in Moser Baer's bold
forays into new areas of business. Moser Baer has crafted
products keeping in mind the needs of discerning Indian
consumers. The consumer electronics market is one of the
largest industry segments in India. A slew of IT peripherals
and consumer electronics products comprise our growing
product portfolio.
The consumer electronics portfolio comprises
Consumer electronics apart, Moser Baer is scaling new
heights in the PC peripherals space with its wide range of
products. Moser Baer's IT peripherals' product range
includes
•
Ultra advanced LCD TVs
•
DVD players
•
Portable DVD players
•
TFT monitors
•
Digital photo frames
•
USB drives
•
Multimedia speakers
•
Memory cards
•
MP4 players
•
DVD writers
•
MP3 players.
•
PC peripherals
•
External hard drives
•
TV tuner cards
•
UPS.
The new, sleek range of LCDs has already created quite a
market buzz. The LCD TV's come with HD ready format for
an amazingly clear picture, with two models being Full
High Definition.
Among other exciting products is the portable DVD
player, with a swivel screen, digital photo frames and
media players.
The range of IT peripherals has been introduced with the
objective of providing consumers value for money and
reliable products. In storage devices like memory cards,
consumerproducts
USB drives, SD Cards, and external hard drives,
consumers have a wide range from which to choose.
Moser Baer's UPS has been designed to protect personal
computers and peripherals from possible power hazards.
Its compact size makes itself very suitable for offices and
home studios with limited space. The optical disc drives
have fast access time and high data transfer rate. In the
headphone category there are about 14 models that look
trendy and deliver good sound quality. All the Moser Baer
products are technically sound and have great features to
suit consumer's needs. The company also has a robust
service network to help consumers.
22/23
entertainment
24/25
Moser Baer has become the dominant player in the home
entertainment business with more than 10,000 titles in
almost all major Indian languages. The entertainment
business is now being hived off as a separate, whollyowned, subsidiary.
Moser Baer is working towards the consolidation of the
home video space in India, growing the market
exponentially based on the twin pillars of driving mass
consumption at affordable prices and 'everywhere'
distribution. The vision is to wean consumers away from
pirated products to original products that have the
hallmark of quality and affordability.
Consumers already have unparalleled access to Moser
Baer’s entertainment products through:
•
Traditional A/V stores
•
Grocery stores
•
Cigarette kiosks
•
Online store
•
Home delivery (Carts).
In addition, the company now has a clutch of franchisee
stores in cities big and small–from Chennai to Rampur–to
enable customers a pleasant browsing experience.
Moser Baer's entertainment products are widely retailed
all over the country and the number is constantly growing.
What is more, the company is constantly innovating
entertainment packaging. For instance, Super DVDs,
offering multiple films on one disc, have met with
significant success in the marketplace.
Moser Baer is also producing films. Shaurya, one of its
home productions, has earned critical acclaim and many
other films are currently under production, mostly in Hindi
and Tamil.
From cinema classics to new films–Moser Baer
Entertainment has it all. Here's your one-stop shop for
home entertainment.
Piracy is a menace that is eating into the innards of the
Indian film industry. Piracy flourishes because the gap
between a film's theatrical and home video release is too
large and before Moser Baer's entry, the home video
product was priced at a level that enabled piracy to
flourish. Our entry into the home video market has
brought release windows down from six to seven months
to two to three months. This is an important development
because it is crucial in the fight against the menace of
piracy. People consume pirated content because it is
instantly available.
entertainment
26/27
md&a
28/29
Overview
Business-wise Performance
Outlook
Opportunities and Threats
Risks and Concerns
Operating Performance Review
If 2008 marked Moser Baer's 25th year, the year 2009 is
about starting the journey towards the next 25 years
afresh. It is with a sense of anticipation and excitement
that the company looks at the road ahead.
The sense of excitement is, however, tempered by cautious
optimism. With the overall global economic growth
slowing to a near standstill this year, 2009 will
be–according to the International Monetary Fund–the
most challenging year for economies across the globe
since World War II. Economic growth across the world will
fall to just 0.5% in 2009 from 3.4% in 2008. Financial
markets are therefore expected to remain conservative
even after recovery, until investors and consumers gain
confidence that policy actions can help improve
market conditions.
India is expected to rebound from the 2008-09 crisis faster
than the rest of the world. However, the growth rate is
estimated, by the central bank, at around 6 per cent, which
will be the lowest in the last six years.
COMPANY OVERVIEW
For Moser Baer, 2008-09 fiscal year was a year of
consolidation. Given the tough environment that we
operated in, we have reason to be satisfied with the
progress of our business with our revenues growing 12.6
per cent over FY 2007-08. During the year the company
focused on the key factors that were priority in the
difficult business environment:
• Cash and liquidity: The company generated INR 4,684
million of cash from operations as against INR 3,077
million in the previous year
• Balance sheet strengthening: The company took
various steps to strengthen its balance sheet. This
was achieved mainly by better debt and working
capital management. The company bought back US$
51 million worth of FCCBs, out of US$ 150 million
FCCBs, resulting into net exceptional profit of INR
910.3 million. The company also made adjustments
against certain strategic investments on account of
current market conditions.
For our optical media business, FY 08-09 was an
important year, in the course of which it went from high
input costs and imbalanced demand-supply in the first
two quarters to softening of input costs towards the latter
part of the fiscal year. The difficult environment in which
the business had been operating started to ease off
significantly. The business ended the year significantly
cash accretive and with margins recovering strongly.
It was a year of consolidation for the solar photovoltaic
business in an extremely difficult global credit
environment. Demand for solar panels remained
subdued for most part of the year with global solar farm
projects suffering delays in achieving financial closure.
However, there are already indications that the worst
could be over and the industry will recover once the
md&a
FY 2008-09 was
Moser Baer’s year of
consolidation.
Moser Baer’s state-of-the-art manufacturing unit
30/31
The Indian optical
media market is
over one billion discs.
High Definition optical storage media manufacturing line
md&a
pressure on liquidity has eased off. While re-phasing and
reviewing expansion plans in line with the global
environment, Moser Baer focused on upgrading
technology with an accent on cost competitiveness.
The entertainment business consolidated its position
during the year. Moser Baer now has rights to over 10,000
titles spread across all popular languages in India. With
superior quality and delightful pricing we have become
market leaders and are taking initiatives to grow this
segment which is plagued by rampant piracy in both sellthrough and rental formats. The acquisition of new and
premium content from UTV Motion Pictures was a
highlight of the year, as too was the launch of the Super
DVD product. This product, while making further inroads
into the rampant piracy market, has brought down the
cost of owning a title to a value point affordable for
the masses.
Moser Baer's consumer products business is making
significant progress, as we continue to launch new
products. In FY 08-09 we launched many products on the
consumer electronics side and equally some in the IT
peripherals space. Today's consumer looks for products
with a trendy look and feel and easy, and yet enhanced,
functionalities. Our products are both aesthetically and
technologically pleasing and that is the reason they have
been accepted in the marketplace with enthusiasm.
Optical Media
Moser Baer's optical storage business continues to be
the mainstay. We continue to be market leaders both in
terms of manufacturing capacities and also in
our R&D work.
It was an eventful year for the industry in every sense. The
much-needed improvement in market conditions
happened in the latter part of the year. The cost of raw
material in the petrochemicals chain and fuels came
down to a sustainable level and the demand-supply
equilibrium was restored.
Market dynamics improved significantly, licensing
disputes were settled and capacity was consolidated.
The industry reaped the benefit of the fall in prices of
commodity-based raw material and fuel. With demand
for CD-R tapering off, the share of DVD-R started
rising rapidly.
Indeed, DVD-R maintained a positive growth trend during
the year with robust demand from developed as well as
emerging markets. Strategic Marketing and Decisions
(SMD) estimates global demand for blank optical media
products to be 16 billion units in 2009, as against 18 billion
in 2008. However, corresponding value growth will be
driven by the transition to the DVD-R format and on to
Blu-ray, led by the growth in the high definition media
format and the expected growth in Blu-ray
drive penetration.
High definition media format, which for an extended
period did not take off because of the presence of two
formats in the market, is now poised to grow significantly
with the tussle between Sony and Toshiba getting
resolved leaving Blu-ray as the format of the future. High
definition prices falling was great for the industry as the
share of high definition value-added media started
registering significant growth. This trend is likely to keep
growing exponentially in the coming years.
The momentum is expected to come from increased
drive penetration, led by dropping prices, which are
expected to breach the $200 barrier internationally this
festive season.
Moser Baer's Optical Media Business
The global economic environment in which Moser Baer's
optical media business operated was challenging for
most part of the Fiscal Year. The cost of raw material in the
petrochemical chain and fuel had increased substantially.
But with input prices softening, the business turned
around rapidly and it will continue to reap the benefit of
the fall in prices of commodity-based raw materials and
fuel for some time to come.
The reduction in inventory was a good sign for the optical
media business. Moreover, the share of high valuedadded media registered a 58 per cent growth in 2008-09
over the previous fiscal. The share of DVD-Rs went up by
60 per cent, while demand for CD-R is tapering off. The
momentum towards advanced media formats will
intensify further once Blu-ray drive prices climb down
from their present high levels.
EBITDA margins for the business has declined to 23.8 per
cent from 26 per cent in the previous year but recovered
strongly during the second half of the year. The optical
media business is significantly cash accretive, driven by
robust cash margins materially lower incremental capex
resulting in better asset turnover and the continued
improvement in working capital cycles.
With customers increasingly migrating to new and valueadded formats, the optical media product profile is
changing and this will impact volumes in the near term.
However, operating parameters for the business are
recovering strongly and margin improvement and
upgradation in product profile will continue to positevely
impact business performance. High definition media
formats will give Moser Baer a growth edge over
competition and this year the industry is set to witness
faster penetration.
Moser Baer received product verification from the Blu-ray
Disc Association (BDA) for its next generation Blu-ray
(BDR)1x-6x discs. This certification makes us the first
company outside Japan to develop and ship BDR 1x-6x
media. This latest innovation from Moser Baer came from
OM&T, our Netherlands-based subsidiary. The discs were
also accepted by BDA as test discs to check the
performance of Blu-ray 1x-6x media in various BD drives
being manufactured globally.
The Blu-ray Disc Association (BDA) is responsible for
promoting and developing business opportunities for Bluray disc, the next-generation optical disc format for storing
high definition films, games, photographs and other digital
content. The association has more than 180 members.
32/33
Outlook
2009 could be the year of Blu-ray. The world has been
talking about the next generation format for a long time.
But with the format war settled and Blu-ray drive prices
coming down noticeably, disc prices too will rationalise.
Moser Baer's optical media production lines will continue
to move existing production lines to advanced formats,
significantly raising our capacity to produce media that
support the emerging high definition format.
The US-based Strategic Marketing and Decisions expects
the demand for BDR formats to grow sharply to over 1.3
billion discs over the next three years on account of
increasing applications driven by high definition video
content and improving price value proposition offered by
these formats as their pricing curve approaches the
inflection point required to expand market demand.
Given the complexity and manufacturing capabilities
required to mass produce these formats, only a small
select group of companies will emerge as key players in
this high growth segment, thereby increasing the
differentiation between the technology innovators and
developers and the tier-II companies over the long term.
Solar Photovoltaic
The year 2008-09 was a year of challenges for the solar
industry. The situation turned from under supply to
oversupply, mainly driven by the credit crisis, reducing the
availability of cost-effective financing and reduced
customer spending. In addition to higher cost of project
financing and lower cost of natural gas, both outgrowths
of the current economic setup, have made it tough for the
solar industry. However, the key long term industry
variables continue to be strong with countries continuing
to implement solar-friendly incentive and feed-in tariff
programmes. Our belief is that continued demand for
clean and renewable energy will drive solar energy costs
towards grid parity in the next couple of years.
There are strong pointers that prospects for solar energy
are brighter than even before:
• In 2008, for the first time, both the European Union
and the US added more capacity from renewables
than from fossil-fuel and nuclear sources
• From end-2004 to end-2008, total global power
capacity from new renewables increased 75 per cent
to 280 gigawatts.
• Global solar PV production rose 85 per cent to 7.9
gigawatts. Such growth is possible, continuing even
in recession, because some 73 countries have set
renewable power generation targets, and at least 64
of them are attempting to hit the targets
• Notably, 45 countries and 18 states or provinces have
feed-in tariffs, a temporary levy on all energy users,
who pay premium prices for renewable electricity
• The upside of government market enablement
programmes allied with pioneering investment is
becoming ever clearer. In Germany, renewable
electricity is 15.3 per cent of the total, and
renewables provide almost 10 per cent of all energy.
The drop in prices for solar power equipment could make
solar energy more competitive with burning fossil fuels to
generate electricity. Currently less than 1% of the world's
electricity comes from solar power. While investors are
very selective due to the low finance availability, they still
see PV as a low-risk asset class. The reason: government
support programmes (mainly feed-in tariffs) providing
investor security in the long-term and the increased
attractiveness of PV energy with the drop in overall costs.
The US-based Prometheus Institute for Sustainable
Development estimates that by 2012, Asia-based
production (including Japan) is expected to account for
82 per cent of global producible crystalline silicon cells, at
significantly improved efficiency and cost targets from
today–a far cry from the days of European dominance.
The think tank also says that manufacturing costs for PV
are expected to continue to fall over the next several
years, and should be at or below $1.50/W for all major
technologies by 2015. Most importantly, the outlook for
grid parity–the Holy Grail of solar energy–is improving
every day. Barclays Capital in a recent report said: "We
believe grid parity outlook has not deteriorated with the
recent decline in natural gas prices."
India Market: The domestic market in India awaits its
messiah. The solar energy sector needs a big push from
the government, in policy and implementation to unlock
the value of what the sector can do for India. It is today
accepted worldwide that new and renewable energy will
increasingly play a larger role in meeting the economic
aspirations of growing economies. The government
needs to put in place a definitive agenda for accelerating
clean energy growth in India. It can do so by providing
incentives for solar farms and solar energy production on
commercial roof tops. This can only be done by offering
attractive feed-in tariff rates, simplifying the installation
and commissioning of SPV plants, and by combining
state PPA with subsidy from the central government. The
government has made a beginning in this direction , with
the announcement of incentive scheme for under 50MW
generation projects which would provide necessary
impetus for investors in this field.
India needs a solar PV incentive programme along the
lines of Germany. In the German market there was initially
a strong push from the government until the market
reached 2-3 GW/annum and then gradually the subsidy
was reduced.
Entrepreneurs and engineers in India are more than ready
to respond to the clean energy challenge with the kind of
innovation and thrust that the IT industry witnessed at its
peak. But this thrust needs to be backed by government's
commitment and support to clean energy. The upside of
government's market enablement programmes is
obvious from the manner in which renewable energy
sector has performed in many European economies.
Prospects for solar energy are bright considering that
there are two government initiatives in the works with
the potential to provide the incentive investors need.
md&a
These are the solar policy under the Solar Mission being
driven by the Prime Minister himself and the recently
announced commercial solar PV rooftop diesel
abatement policy .
Moser Baer's PV business
Moser Baer's photovoltaic subsidiaries have grown from
revenues of Rs. 87.1 crore in 2007-08 to Rs. 341.9 crore in
2008-09. The business raised significant equity funding
from a consortium of global investors in excess of Rs. 411
crore to fund capacity expansion of crystalline silicon and
thin film solar verticals.
At the Greater Noida plant, we have stabilized 80MW
production line in crystalline silicon cell manufacturing. In
addition, our thin film line has a 40MW capacity. Thin film
has some strong advantages as a technology:
• It reduces dependence on poly-silicon
• Higher energy generation as compared to silicon
Commission (IEC). The certification confirms that the thin
film modules to be produced at the plant in Greater Noida
will meet IEC's stringent requirements for functional and
mechanical capabilities for long-term operation and
safety specifications under challenging environmental
conditions.
In addition, Moser Baer has invested in strategic
partnerships involving the entire value chain, particularly
for strategic sources such as silicon ingots and wafers,
glass, etc. through short-term and long-term
supply agreements.
Outlook
While the solar industry has grown astonishingly over the
last decade , it is still in a nascent stage of growth. Market
structures differ between countries depending on
subsidies in place, ownership of installation, nature of
customer, variability of grid connection etc. While in the
High Concentrator Shopfloor in the PV plant
panels, given the ability to generate energy in
low light
• High throughput manufacturing process and
equipment.
We also have at Greater Noida a high concentrator
photovoltaic module manufacturing facility that has
started with an initial capacity.
We have readied a state-of-the-art 40MW capacity thin
film line for production at our Greater Noida PV
manufacturing plant. The final testing and stablisation of
output is in progress.
The single junction thin film line has demonstrated the
highest production capacity to date for manufacturing the
world's largest (2.2m x 2.6m) solar thin film modules. The
40MW Thin Film Line also received the prestigious
certification from the International Electrotechnical
last year, Germany and Spain continued to dominate and
the European solar market, Italy and France are
establishing themselves as growth markets and there is
tremendous potential in Czechoslovakia, Portugal,
Greece, Belgium and Bulgaria. With European Union
targeting 20% of its energy requirements from renewable
energy by 2020, many countries are expected to come up
with attractive subsidies to promote solar energy.
The USA, with the passage of $28 billion fund for solar in
energy efficiency and renewable energy fund, the solar
market is poised for fast growth. Further, the $6 billion
credit subsidy, $60 billion loan guarantee programme and
$3.5 billion renewable energy transmission programme is
expected to kickstart demand for the solar Industry.
Asian markets like Japan, China, Korea and India are also
showing positive signs of growth. Japan has come out
with a attractive incentive plan for rooftop applications.
34/35
China has also been pushing its solar industry by giving
incentives and promoting its domestic solar industry
growth. Your company is also monitoring the government
plans in other parts of world like Middle East, Turkey,
Africa and Australia.
Indian government has also initiated positive steps to
grow renewal energy in general and solar energy industry
in particular. With the new government in place post
election, there are strong signs of focus on renewable
energy options.
Also, while the financial crisis has created a challenging
environment in short term for the Industry, the fall in
prices of modules across the board has helped the
industry accelerate towards grid parity and therefore
create greater opportunities for your company.
Entertainment
The film entertainment sector is estimated to have grown
at a CAGR of 17.7 per cent in the past three years, to a
report by KPMG and FICCI. The industry has clocked
revenues of around Rs 109.3 billion in 2008, a growth of
13.4 per cent over 2007. Over the next five years, the
industry is projected to grow at a CAGR of 9.1 per cent
and reach Rs 168.6 billion by 2013.
Growth drivers for the sector will include expansion of
multiplex screens, resulting in better realizations;
increase in the number of digital screens, facilitating
wider film prints releases; enhanced penetration of home
video segment, primarily in the sell through segment;
increase in the number of TV channels fueling the
demand for film content, and hence, resulting in higher
C&S acquisition costs and improving collections from the
overseas markets.
Going forward, the report says, the sector should focus
on improving consumer connect by investing in new
formats and content, with more widespread distribution
of home video - for instance, at grocery stores, to
facilitate easy access; coordinated and proactive action
to tackle piracy; promotion of and experimentation with
new talent; and improvements in organisational ability to
attract and retain talent.
Moser Baer's Entertainment business
Moser Baer's unique business model of high quality and
large-variety content, priced reasonably for Indian
consumer, has been highly successful. With the
acquisition of rights to more than 10,000 titles and by
offering video content in every popular language in India,
it is already India's largest home entertainment Company.
With the rise in disposable incomes, increased
affordability of DVD players the market for home video is
expected to show exponential growth.
Moser Baer is releasing video content in the DVD, VCD
and Super DVD (DVD with multiple films) formats using
Moser Baer's proprietary and patented technology that
ensures the highest quality standards while providing
affordable prices.
After establishing ourselves as leaders in catalogue
content, we actively participated in acquisition of new
films from reputed banners across all popular languages.
In December, Moser Baer acquired the home video
business of UTV Motion Pictures in an exclusive home
video licensing deal. This gave Moser Baer all domestic
home video rights, including rental rights, to 25 UTV films,
including films like Fashion, Delhi6, DevD, A Wednesday,
etc. and a slew of under-production films like Kaminey,
Main aur Mrs. Khanna, Yahoo! and others.
Moser Baer's objective is to provide Indian consumers
new and premium content at regular intervals at
delightful prices. The company wants people in India to
watch original and quality films, not pirated products of
abysmal quality.
In fact, Moser Baer is leading an effort to bring together
the industry to form an 'Anti-Piracy Organization' which
would focus on pan India, multi jurisdiction anti-piracy
oriented activities in close cooperation with the legal
machinery with the aim to curb the growth of piracy.
To further delight the customer and make inroads into the
piracy market we have launched 'Super DVD' (DVD with
multiple films) and thereby brought down the cost of
owning a title to a value point affordable by the masses.
We have also successfully produced and released a Hindi
film Shaurya and three regional films Raman Thediya
Seethai, Poo and Abhiyum Nanum so far. In both
languages we have established ourselves as quality film
makers with Shaurya and Poo getting critical acclaim and
Poo winning several awards; Poo is also getting screened
in various international film festivals.
We also distributed three films Maan Gaye Mughal-eAzam, Righteous Kill and The Ten Commandments
across theatres in India.
Outlook
The Indian film industry is projected to grow by 9.1%
CAGR over the next five years, reaching a size of Rs 168.6
billion in 2013 from Rs 109.9 billion in 2008. The content
prices for new films is also showing signs of falling to
viable levels and Moser Baer will carefully evaluate and
acquire content at the right price levels. The home video
market is expected to double from Rs 8.63 billion in 2008
to Rs 16.06 billion in 2013, thereby showing a growth of
13.2% CAGR.
With the advent of home video players at low prices, the
player penetration have now grown to 45 million
households out of the total 123 million TV households. It
is estimated that home video penetration would double in
the next five years translating into an average addition of
0.75 million per month.
Piracy is the common enemy the industry needs to
defeat. With the entry of DVD players in the country, the
pirates have stepped up their activities and Moser Baer is
leading concerted industry efforts to curb piracy and is in
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The Indian entertainment
industry is poised to grow
more than 9% CAGR.
One of Moser Baer’s exclusive home entertainment stores
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the forefront to form an anti-piracy organization. We
expect our initiative will help the industry fight the
menace.
Consumer Products
Moser Baer is now making waves in the highly visible
consumer products space. Whether it is advertisements
on television or swanky stores in Delhi, the Consumer
Products business is getting noticed.
From LCD TVs and digital photo frames to USB drives and
home video DVDs–these stores showcase Moser Baer's
range of products. There's a buzz that's building up about
these stores with the media making inquiries and the
Moser Baer brand getting visibility in popular shopping
areas. From being the world leader in optical media,
Moser Baer has diversified into other business areas and
consumer products is the newest of its forays.
The consumer electronics market being one of the largest
segments in electronics industry in India, Moser Baer has
crafted products keeping in mind the needs of discerning
Indian consumers. We believe aesthetics and technology
both will determine customer choice in consumer
electronic products. This year we launched a whole range
of products including:
• Ultra advanced LCD TVs
• Digital Photo Frames
• Media Players
• DVD Players with Home Theatre
• Multimedia Speakers
• MP3 Players
• Colour TVs
Moser Baer's ultra advanced LCD TVs have been creating
quite a market buzz. They have a unique panel that
performs perfectly in all lighting conditions. The ultra
dynamic LCD TVs also have a high dynamic contrast ratio
which captures the subtle drama in images with greater
detail. With eight models, ranging from 19'' to 42'',
consumers have a wide range to choose from. The LCD
TV's come with High Definition ready format for an
amazingly clear picture, with two models being Full
High Definition.
Among other exciting products is the portable DVD player
which has a swivel screen and supports all the formats, a
must have for movie buffs and music lovers on the go.
Digital photo frames from Moser Baer are a new
expression of cutting-edge technology in India. One can
see photographs, in both horizontal and vertical formats
and the entertainment quotient is not restricted to just
photos but one can also choose favourite music setting as
background to the video. The Media Players are the
highlight of the entire Moser Baer product range. The
three models iVO 510i, iVO 511i, and iVO 515i come in
2GB and 4GB and have an excellent sound quality. In
terms of looks they are stylishly sleek and come in two
classic colours white and black.
IT Products
Consumer electronics apart, Moser Baer is scaling new
heights in the PC peripherals space with its wide range of
products. Moser Baer's IT peripherals' product range
includes
• TFT monitors
• USB drives
• Memory cards
• DVD writers
• PC peripherals
• External hard drives
• TV tuner cards
• UPS.
With the objective of providing consumers value for
money and reliable products, company has launched TFT
monitors, adding yet another sleek and stylish product in
its portfolio. This product is crafted in a manner that it
occupies less table space and lesser power. It has a 15"
wide display with high resolution and fast response time
of 6ms, weighing only 4 kilograms. The elegance of the
Moser Baer TFT Monitor is not just limited to its sleek
design but also its vibrant colours and superior clarity. It
also has inbuilt speakers for good sound quality and offers
users a perfect balance between performance
and price.
In storage devices like memory cards, USB drives, SD
Cards, and external hard drives, consumers have a wide
range to choose from. Moser Baer's UPS has been
designed to protect personal computers and peripherals
from possible power hazards. Its compact size makes
itself very suitable for offices and home studios with
limited space. The optical disc drives have fast access
time and high data transfer rate. In the headphone
category there are about 14 models that look trendy and
deliver good sound quality. All Moser Baer products are
technically sound and have great features to suit
consumer's needs. The company also has a robust service
network to help consumers.
Outlook
According to the data compiled by the Consumer
Electronics Association (CEA) and the GFK Group, LCD
televisions, notebook PCs and Smartphones are
anticipated to make up the major share of the global
consumer electronics market in 2009, but the growth in
overall market will remain flat. The CEA and GFK Group
have projected the revenue earned by the global
consumer electronics market at $724 billion for 2009
against $694 billion in 2008. Mobile devices account for
the highest share of CE market and are likely to sell more
than 1.2 billion units this year. As more and more North
American mobile users are replacing their old handsets
with smartphones, the segment may grow by around
31% in 2009, but the growth in global TV market is
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anticipated to tumble from 10.5% in 2008 to 2.6% in 2009.
The relatively strong 2008 for the CE industry will make
way for a slower 2009. Televisions represent the second
highest consumer goods category both in terms of
revenue and units sold. LCD televisions outnumbered
plasma sets during 2008 in unit sales as well as revenue,
but the sales trend is likely to change as revenue growth
will turn negative while unit sales will see an upward
movement.
OPPORTUNITIES AND THREATS
Optical Storage Media
Opportunities
1. A first-to-market and unique IP position in the next
generation Blu-ray based formats provides a
significant competitive edge and growth opportunity
as demand for these formats grows exponentially
over the next two or three years. With a first mover
advantage in this segment, the Company is likely to
earn high margins on High Definition formats during
the initial stages.
2. The Company has emerged as one of the largest
players in the DVDR/RW formats in the world and
continues to strengthen its position in the global
market which is growing at a healthy clip of over
20% p.a.
3. Domestic market: India is one of the fastest growing
markets for Optical Media. The Company has a
strong Brand and presence in the channel and is well
positioned to dominate this key market.
Threats
1. Alternative technologies: Given Moser Baer's
presence in high technology businesses, managing
technology evolution and being at the forefront of
the technology curve assumes prime importance.
Threats of technology obsolescence exist at all times
in the optical media space. However, over the years,
the Company has evolved from a being a technology
innovator to becoming a developer and creator of
technology to emerge as a technology driven
Company, thereby mitigating this threat.
2. Prices of key inputs: Polycarbonate for optical media
is a critical key raw material, and is influenced by a
variety of factors, including crude prices, demandsupply balance, etc. Any sharp increase in prices or
demand supply imbalances could adversely impact
business. The Company works on strategic sourcing
relationships and has long term agreements with key
vendors for critical raw materials. This should ease
the impact of any pricing volatility and improve
production planning.
3. Anti-dumping and anti-subsidy / government
policies: The Company derives a significant part of
its revenues from international markets. These have
seen a growing protectionist attitude and a tendency
by some local governments to use antidumping and
trade protection tools to provide protection to local
businesses. However, the Company continues to
keep a close watch on this front and take necessary
steps to minimize any fallout.
4. Fall in product prices: As products move into the
mature phase in their life-cycle, they start to emulate
commodity type characteristics. Also, optical media
industry has relatively high capital intensity; hence a
sharp fall in prices could severely impact overall
returns. The Company has been consistently
improving its asset turnover by installing more
efficient lines, improving product mix towards higher
value added products, etc. The leadership position in
high value next generation formats and resulting
ability to leverage the higher profitability early in the
product cycle should further improve these returns.
Fungibility of equipment will reduce capital intensity
while increasing sales of new formats.
PV Business
Opportunities and Threats–Industry Risks
In the short term, Government subsidies play a significant
role in the development and promotion of solar power
across the globe. The subsidies have to be promoted and
encouraged for the next 4-6 years, until solar achieves
grid parity and becomes cost competitive. Interest rates
also play a key role to ensure good return for investors,
thereby promoting its growth. Moser Baer has been
championing the development of solar energy in India
through several means. The recently announced feed-intariff scheme, which was a cumulative effort of several
groups and organizations, has created on investor
friendly regime and will result in a significant creation of
solar power capacity. Renewed efforts by the
government to develop grid connected solar farms and
promote minimum renewable energy purchase by state
grids will add further momentum to development of the
solar market in India.
38/39
Moser Baer offers
differentiated and
customised PV solutions.
The cell line for crystalline silicon
md&a
Opportunities:
• Increasing adoption of subsidy programme around
the world
• Indian market
• Multi technology platform to offer differentiated /
customised solutions to customers
• Largest thin film substrate in thin films - offers
roadmap to grid parity
Threats:
• Technology obsolescence
• High manufacturing costs
• Dependence of government subsidies
• Increasing competition and overcapacities
Entertainment & Media Industry
Opportunities:
The new emerging revenue streams like animation,
gaming, merchandise, etc are creating new business
opportunities for E&M Industry. Next-generation
technologies will reinvigorate maturing segments and
drive E&M growth. Digital television and IPTV are
replacing analog, thus expanding the potential market for
advertisers and subscribers. Digital distribution of
content in terms of digital music and digital cinema holds
huge opportunities for growth in the entertainment
industry, making content available in even smaller towns
where it cannot currently reach in its physical form. Digital
platforms are also facilitating rollouts of PPV and Video
on-demand services, thereby fueling overall growth.
Additionally, DVDs have revitalized home video, with
rapid growth in the sell through market. Also, there are
enormous opportunities for the Indian E&M industry in
the overseas market.
Threats:
• The major threat in E&M Industry is rising content
price and piracy.
• Increase in content prices could put margins under
pressure; however the company with its uinque
business model and already dominant position in the
home video market is well placed to leverage
content at appropriate prices.
HUMAN RESOURCE / INDUSTRIAL RELATIONS
This year has been challenging for the industry for a
variety of national and international reasons; and we at
Moser Baer have proactively attempted to meet these
challenges through our human capital. Through our
competitive employee-base, we have steadied our
position in all our businesses. We have also evolved our
HR policies/ systems so that they are able to meet the
business requirements in an efficient and effective
manner.
We have maintained focus on Employee Engagement in
our organization and various interventions have been
implemented to enhance employee-engagement across
levels. Amongst the various initiatives, one of them is
through continuous focus on our Reward & Recognition
(R&R) schemes - that has facilitated employee-
appreciation and employee-motivation in all locations.
We have also launched new schemes (like TIPS Value
award) to further appreciate positive behaviours on
Moser Baer's values – consisting of Teamwork, Integrity,
Passion and Speed.
Similar to last year, there has been a comprehensive
approach towards training & development. The training
interventions have become an integral part of Moser
Baer's work culture, and we have delivered more than
12,500 training man-days (including Training on
Behavioural/ Leadership skills, Competencies, Technical
training, etc.). We have also implemented special
Management Development Programmes (MDPs) for our
identified Key Resources - in order to enable them to
transition from managers to leaders. For our senior
colleagues, we have launched Multi-Stakeholder 360
Feedback again this year – this enables us to identify
organization and individual strengths/ development areas
in a comprehensive manner. This is followed by Individual
Development Plans (IDPs) and Leadership Workshops
based on broad organization- themes.
Many such illustrative interventions, clubbed with
managerial ownership have helped us to improve our
employee engagement scores – we are proud to share
that we have seen a substantial jump of over 30% in the
overall satisfaction levels captured during the Gallup
Employee Engagement survey. Improvement trends
have been observed over the last three consecutive
years!
We are also proud to share that the Industrial Relations
have been cordial in all our manufacturing units, and we
continue to provide a joy of association to our associates
at plants. With various proactive communication and
involvement forums, employees are included in the
decision-making process for aspects related to Cafeteria,
Transport, Sports, Housekeeping, Telecommunications,
etc. This ensures that we have a two-way communication
with our employees in a periodic manner. We also go outof-the-way to help our employees in times of personal
crisis - ensuring that our Moser Baer family is always
there to take care of our employees.
With Balance Scorecard now been implemented in all our
businesses, we have achieved synergy of individual KRAs
with the corresponding Business goals for our
managerial employees. Our PMS cycle helps to award
employees as per the relative performances in line with
the overall business performance. This facilitates in
building a performance-oriented culture across our
organization.
As we continue to strive forward into different
businesses, our employee strength has also increased
over the last year. During the year 2008-09, the company
added 421 employees, taking the total strength to 6559 up from 6138 at the end of the previous financial year.
40/41
RISKS & CONCERNS
Running a business in any environment has risks that are
as varied as they are copious. Stringent and effective risk
management throughout the organization is imperative to
succeed in the fierce business environment. An effective
risk management framework drives continued
competitive sustainability of an organization, as it enables
alignment of operations and activities of the organization
to its vision and values.
At Moser Baer the vision is to establish and maintain
enterprise-wide risk management capabilities for active
monitoring and mitigating the risks on continuous basis.
BUSINESS RISK MANAGEMENT
Your company has a comprehensive risk management
policy . The risk management inter alia provides for review
of the risk assessment and mitigation procedure, laying
down procedures to inform the Board in the matter and
for periodical review of procedures to ensure that
executive management controls the risks through a
properly defined framework.
During the year, the audit committee and Board reviewed
the adequacy of the risk management framework of the
Company, the risk associated with the businesses of the
company and the measures and steps in place to mitigate
the same.
Some of the key risks affecting your company are
illustrated below:
technology group. All three businesses–optical media,
photovoltaic and content distribution–have an inherent
risk quotient, a primary one being technology
obsolescence. Over the years the company has evolved
from being a technology innovator to becoming a
developer and has emerged as a technology driven
company thereby mitigating this risk.
Mitigation of Technology Risk
The Company as a prudent and forward-looking
organization, has invested substantially in R&D and
engineering to address and mitigate risks:
•
Strong in-house R&D capabilities enable the
Company to rapidly commercialize new products
•
Longstanding strategic partnerships with key
technology providers, allows the Company to access
new technologies
•
Cooperative links with all major hardware suppliers
facilitate drive/media compatibility
Technology Risk
Moser Baer is a global leader in the development,
manufacture and supply of technology products across
the globe and is fast transforming into a multi-business
md&a
Value creation at Moser
Baer through effective
risk management.
At the optical storage media shopfloor
42/43
•
Technology collaborations and tech sourcing
arrangements with global technology companies in
emerging areas
•
Acquisition of pioneering companies in optical media
R&D (ie OM&T) or partnering with leading technology
companies and IP owners to stay ahead in building
the appropriate development and manufacturing
capabilities. OM&T's capabilities played a role in
making Moser Baer the first company outside Japan
to develop and ship BDR 1X-6X media.
could have adverse effects in case of some of the
regions not delivering as per expectations.
The company enjoys healthy presence among global
technology OEMs, which sell products in different
continents across the globe. However, we are
further diversifying in different geographies to focus
on emerging and new markets.
c)
The company's ability to deliver value depends on its
ability to attract, motivate, empower and retain the
best professional talents . These abilities have to be
developed across Company's rapidly expanding
operations. There is significant competition from
emerging sectors, which poses inherent risks
associated with the ability to hire and retain skilled
and experienced professionals.
OTHER RISKS AND ITS MITIGATION INITIATIVES
a)
Human Resources Risk
Customer Attrition Risk
Being dependent on few large customers could
Your company continuously benchmarks HR policies
and practices with the best in industry and carries out
necessary improvements to attract and retain best
talent and build intellectual capital.
e)
Foreign Exchange Risk
Your company’s policy is to hedge its long term
foreign exchange risk as well as short term
exposures within the defined parameters . Forward
sold positions are built up against net dollar inflows
based on continuous monitoring of forex cash flow
supported by top forex counter parties.
f)
Your company is exposed to the risk of price
fluctuation and supply for key raw materials. The
Company has entered judiciously into long term
contracts for procurement of critical raw material
and consumables.
Cell line for crystalline silicon
impact revenues in case of attrition of the customer.
The Company is making efforts to introduce new
customers base to maintain revenue growth with its
combined value proposition of high quality
standards, competitive prices, and excellent
services. It has always maintained a strategic
relationship cutting across business, technology and
other forms of partners with all key OEMs. The
company is constantly pursuing business
opportunities with leading retail private label players
in partnership with importers. Further the company is
increasing its base among non OEM customers as
well as in the domestic market.
b) Geographic Risk
Being concentrated only in a particular geography
Failure to enter into Long Term Contract for Critical
Raw Materials and consumables:
g)
Cash Flow Risk
Your Company operates in a high growth and capital
intensive industry. Hence, it is imperative to
efficiently estimate and manage cash flows in this
volatile environment. The Company's working capital
arrangements are well in place to guard against any
uneven or unforeseen factors. Our business is
significantly cash accretive, driven by higher asset
turnover and continued improvement in working
capital cycles.
h)
Security/Disaster Risk
The terrorist attacks in Mumbai during Nov. 2008
highlighted the need for companies to adopt
md&a
systems and processes to safeguard its assets and
people as well as to ensure business continuity. To
mitigate these risks, the Company has a
comprehensive security plan in place, which is
preventive in nature and aims to protecting its
facilities from such risks. Additionally the company
has a detailed IT disaster recovery plan across all its
facilities. The Company has mapped out all the
related risks on these accounts and put in place
sufficient risk mitigations and control mechanisms
which are regularly updated and monitored.
i)
Regulatory Risk
The industry is subject to various regulatory
compliances under various laws of the country. To
mitigate this risk, the company has established a
Packaging unit for blank optical media
compliance mechanism to ensure 100% regulatory
and legal compliances.
Internal Control Systems and their Adequacy:
The company has a strong, independent and adequate
system of internal control procedures commensurate
with the size and nature of its business to ensure that all
assets are safeguarded and protected against loss from
unauthorized use or disposition and that transactions are
authorized, recorded and reported correctly. An extensive
programme of internal audits, reviews by management
and documented policies, guidelines and procedures,
supplements the internal control systems. The internal
control systems are designed to ensure that the financial
and other records are reliable for preparing financial
statements and other data and for maintaining
accountability of assets.
The company has robust and independent internal audit
system covering on a continuous basis, the entire gamut
of operations and services spanning all locations,
businesses and functions. Two reputed firms of
Chartered Accountants are appointed as Internal Auditors
to carry out internal audit across all major locations as
well covering all key business processes. Internal audit
reports to the audit committee of the Board of Directors
regularly cover adequacy of controls, recommendations
for improvement and action plans as well as the progress
of implementation of recommendations contained in
those reports.
44/45
OPERATING PERFORMANCE REVIEW
Particulars
Income from Sales/service (net of taxes/duties)
Other Income
Increase in stock of Finished Goods/Work in Progress
Total Income
Total Expenditure
Exceptional Items
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)
Interest & Finance Charges
Depreciation/Amortization
Profit /(Loss) before Tax
Tax Expense:
Current Tax
Deferred Tax
Fringe Benefit Tax
Net Profit/(Loss) after Tax
Add:- Profit carried forward from last year
Profit available for appropriation
Cash from Operations
FINANCIAL ANALYSIS
Overview
The financial statements have been prepared in
compliance with the requirements of the Companies Act,
1956, and Accounting Standards in India. Our
management accepts responsibility for the integrity and
the objectivity of these financial statements, as well as for
various estimates and judgments used therein. The
estimates and judgments relating to the financial
statements have been made on a prudent and reasonable
basis, in order that the financial statements reflect, in a
true and fair manner, the form and substance of
transactions and reasonably present our state of affairs
and loss for the year.
Revenue Analysis
The gross revenues in fiscal year 2008-09 increased by
12.6% over the previous year to INR 22,045 million, while
declining margins resulted in loss after tax of Rs.1,508.7
million. The Company EBITDA (including other income
and after exceptional items) increase by 1.9% to INR
5,440.6 million from INR 5,339.8 million in FY 08. Despite
the current industry conditions , the Company was able to
FY 09
21,811.0
1,438.1
195.5
23,444.6
18,914.3
910.3
5,440.6
2,053.2
4,971.4
(1,584.0)
(0.04)
(91.6)
16.3
(1,508.7)
260.1
(1,248.6)
4,684.0
(in INR million)
FY 08
18,997.9
1,219.1
1,025.0
21,242.0
15,902.2
5,339.8
1,793.6
4,315.9
(769.6)
(1.6)
2.9
18.1
(789.1)
1,246.3
457.2
3,077.0
hold its operating margin through production
efficiencies, control on working capital and also helped
by depreciation of rupee viz a viz dollar.
Fully diluted earnings per share for FY 2008-09 were INR
(8.96) against INR (4.70) in FY 08. The Company continues
to generate INR 4684 million cash flow from operations
in FY 2008-09.
Capital Structure
There is no major change in the capital structure of the
Company and the paid up equity capital remained at INR
1,683.1 million as on 31st March 2009.
Reserves
The Company's reserves stood at INR 15,150.2 million in
FY 09 against INR 18,013.2 million in FY 08. As on 31st
March 2009, securities premium account comprised
55% of the total reserves. There are no re-valuation
reserves as on 31st March 2009.
Loans
Over the years the Company has part funded its ongoing
expansions and investment programs through loans
raised aggressively at lower costs. The company has also
md&a
Manufacturing excellence
at Moser Baer... driving
operating margins.
The cell line for crystalline silicon technology
46/47
tried to build a prudent basket of currency to borrowings
hedge against currency risks and minimize cost.
Currency wise total debt outstanding is as follows :Table on Currency-wise total debt outstanding
in millions
Currency
Amount in
Amount in
% of Total Debt
Currency
USD
Euro
INR
Indian Rupees
135.9
9.3
6,894.4
624.1
29
3
15,905.6
15,905.6
68
During the year the company made a net repayment of
debt of INR 2,749.2 million. The company’s net total debt
on equity ratio declined during the year from 1.3 to a
healthy 1.4 with interest service cover ratio of 2.7.
Financial objectives, initiatives and achievements
Your Company is taking proactive measures to ensure all
financial costs are effectively reduced to positively
impact the bottom-line. The Company continued to focus
on efficient working capital management to release cash
into the system, generating INR 4,684 million of cash
from operations as against INR 3,077 million in the
previous year. Foreign Exchange has been particularly
volatile in the year, and the ongoing foreign exchange risk
management policy has been further strengthened to
assure that there is no adverse impact of volatile
exchange rates beyond agreed-upon tolerance levels.
Further the Company implemented the statutory option
of Accounting Standard 11, issued by the Ministry of
Corporate affairs vide notification dated March 2009,
whereby the Company has been able to insulate its
Income statement from interim foreign exchange
volatility and at the same time ensure that its balance
sheet position is protected.
Interest
The company has maintained its effective interest cost as
percentage of the average debt at 8.3 per cent in a year of
hardening interest rates. The outflow on account of
interest and finance charges increased to INR 2.053.2
million in FY'09 from INR 1,793.6 million in FY 08.
Capital expenditure
Gross block of the Company increased by INR 2,487.0
million during FY 09 to reach INR 47.6 billion. Majority of
this increment in assets was towards creation of
capacities for next generation formats and new
businesses of the Company. Going forward, the
incremental Capital expenditure will be on creating
additional capacities, as company has developed
capabilities to create new generation formats by effective
conversion of existing capacities. Incremental capital
expenditure prudent mix of internal accrual and debt.
Depreciation
Depreciation increased by 15.2% in FY 09 (from INR
4,315.9 million to INR 4,971.4 million) on account of
increase in gross fixed assets and amortization of foreign
exchange fluctuation. Due to the flexible nature of the
asset base and the relatively long life-cycle of products in
the industry, we believe that the risk of the asset base
becoming obsolete is low.
Working capital management
The overall net working capital was 26.7% of gross
revenues in FY 09 reduced from 32.7% in FY 08, through a
reduction in overall operating cycle. This was achieved by
better credit risk controls and inventory management.
The inventory holding was reduced by more than ten days
and debtors outstanding maintained at same level as last
year, inspite of the tough credit environment. The
accounts payable was better by more than 15 days, as
compared to the previous year. The more than six months
debt was significantly reduced from 4.2 per cent in FY07
and 3.8 per cent in FY 08 to 2 per cent.
Loans and advances
In FY 09 the loans and advances increased to INR 3,837.7
million against INR 2,415.7 million in FY 08, mainly due to
lease receivables from its subsidiaries.
Capital employed
The capital employed stood at INR 40,258 million, a
decrease by 12.4% over FY08 level. The decrease in
capital employed is mainly on account of reduction in
working capital and mark to market of the Investments.
Management of surplus funds
Short term surpluses were invested mainly in bank
deposits or low risk financial instruments that optimized
return and protected the invested principal.
Significant accounting policies
1. Revenue recognition
Revenue from sale of goods is recognized on
transfer of significant risks and rewards of
ownership to the customer and when no significant
uncertainty exists regarding realization of the
consideration. Sales are recorded net of sales
returns, rebates and trade discounts and price
differences and are inclusive of duties. Theatrical
revenues from films are recognised as and when the
films are exhibited. Revenue from other rights such
as satellite rights, music rights, overseas assignment
rights etc. is recognised on the date when the rights
are available for exploitation. Service income of SEZ
Division is recognised as and when services are
rendered. Interest is accounted for based on a time
proportion basis taking into account the amount
invested and the rate of interest. Dividend is
recognised as and when the right of the company to
receive payment is established.
2. Inventory valuation
Finished goods, work in progress, goods held for
resale, raw material and stores & spares are valued at
lower of cost or net realizable value. Cost of raw
material, other than for exports, is accounted upon
completion of manufacture. Inventories of under
production films and films completed and not
md&a
released are valued at cost. The cost of released
films is amortized using the individual film forecast
method. The said amortization pertaining to
theatrical rights, satellite rights, music materials,
goods held for resale, packing materials and stores
and spares, is determined on the basis of the
weighted average method. Cost of work in progress
and finished goods is determined by considering
direct material, labor costs and appropriate portion
of overheads. Liability for excise duty in respect of
goods manufactured by the company, other than for
exports, is accounted upon completion of
manufacture. Inventories of under production films
and films completed and not released are valued at
cost. The cost of released films is amortized using
the individual film forecast method. The said
amortization pertaining to theatrical rights, satellite
rights, music rights, home video rights and others is
based on management estimates of revenues from
each of these rights. The inventory, thus, comprises
4.
5.
a)
3.
of unamortized cost of such movie rights. These
estimates are reviewed periodically and losses, if
any, based on revised estimates are provided in full.
At the end of each accounting period, such
unamortized cost is compared with net expected
revenue. In case of net expected revenue being
lower than actual unamortized costs, inventories are
written down to net expected revenue. The purchase
cost of the rights acquired in released films is
apportioned between satellite rights and other rights
(excluding home video rights) based on
management's estimates of revenue potential.
Fixed assets
Tangible fixed assets are stated at cost less
accumulated depreciation. Cost includes all
expenses, and indirect, specifically attributable to its
acquisition and bringing it to its working condition for
its intended use. Expenditure pending allocation are
b)
allocated to productive fixed assets in the year of
commencement of the related project. Intangible
assets are stated at cost less accumulated
amortization. The cost incurred to acquire "right to
use and exploit" home video titles, are capitalized as
copyrights/ marketing and distribution rights where
the right allows the company to obtain a future
economic benefit from such titles. Impairment, if
any, in the carrying value of fixed assets is assessed
at the end of each financial year in accordance with
the accounting policy on "Impairment of Assets".
Depreciation and amortization
Depreciation on tangible fixed assets is provided
under the straight-line method on a pro-rata basis
and in the manner specified in Schedule XIV to the
Companies Act, 1956. In respect of assets whose
useful life has been revised, unamortized
depreciable amount is charged over the revised
remaining useful life. In case the historical cost of an
asset undergoes a change due to an increase or
decrease in related long term liability on account of
foreign exchange fluctuations, the depreciation on
the revised unamortized depreciable amount is
provided prospectively over the residual useful life of
the asset effective from 1st April 2007. Intangible
assets other than copyrights/marketing and
distribution rights are amortized on an equated basis
over their estimated economic life not exceeding 10
years. Copyrights/marketing and distribution rights
are amortized from the date they are available for
use, at the higher of the amount calculated on a
straight line basis over the period the intangible
asset is available, not exceeding 10 years, and the
number of units sold during the period basis.
Leasehold land and improvement to the leased
premises are amortized over the period of the lease.
The assets taken on finance lease are depreciated
over the lease period.
Taxation
Current
Provision is made for current income tax liability
based on the applicable provisions of the Income Tax
Act, 1961, for the income chargeable under the said
Act and as per the applicable overseas laws relating
to the foreign branch.
Deferred
Deferred tax assets (DTA) and liabilities are
computed on the timing differences at the balance
sheet date between the carrying amount of assets
and liabilities and their respective tax bases. DTA is
recognised based on management estimates of
reasonable/ virtual certainty that sufficient future
taxable income will be available against which such
DTA can be realised. The deferred tax charge or
credit is recognised using the tax rates and tax laws
that have been enacted or substantively enacted by
the balance sheet date.
48/49
corporatesocialresponsibility
50/51
At Moser Baer, we believe that Corporate Social
Responsibility (CSR) is the way to conduct business that
achieves an integration of economic, environmental and
social imperatives while at the same time addressing
stakeholder expectations. Under its CSR policy, the
company affirms its commitment to seamless integration
of marketplace, environment and community concerns
with business operations. We keep environmental, social
and ethical issues in focus while determining our business
and growth strategy.
Being a large high-technology manufacturing company
places onerous responsibilities on us. We are fully
committed to developing and operating a safe, healthy
and clean environment to protect vital human resources,
plant, machinery and the environment from the hazards
and risks. Moser Baer realizes that business has to be not
only profitable but also sustainable in the long run which
is achieved by a dedicated cross-functional team of
SustainAblers.
Moser Baer uses CSR as an integral business process in
order to support sustainable development and constantly
endeavors to be a good corporate citizen and enhance its
performance on the triple bottom line. Moser Baer
Trust–a dedicated vehicle has been set up for this
purpose focusing on the issues of:
Livelihood & Vocational Training
DISHA
DISHA, our flagship livelihood generation programme
has proved to be a grand success with 85 per cent
placement record from 110 villages of NOIDA and Greater
NOIDA in its first phase. These youth have been
employed at an enhanced salary and some have been
awarded as best employees in their respective
companies. MBT is currently implementing Phase II of
Disha – Ek Mauka beginning March 2009.
E-Shiksha
E-Shiksha, partnered with Microsoft is yet another of our
initiatives which educates underprivileged children and
school teachers on the basics of computer usage in a
unique public private partnership with the local villagers
and the government. Moser Baer has set up a computer
lab at Shaheed Bhagat Singh School at Surajpur, which is
adjacent to our Greater NOIDA plant. This centre has
received an overwhelming response with over 100 school
students already enrolling for this initiative. Till now, 92
candidates have successfully completed the course.
Vocational Training
Moser Baer Trust has partnered with Noida based Jan
Shikshan Sansthan, Ministry of Human Resource
corporatesocialresponsibility
Moser Baer believes in
sustainable development
and corporate social
responsibility.
Valedictory ceremony of our flagship programme–DISHA
52/53
Development to set up this educational cum vocational
training centre which has dual aims, i.e. imparting
education and at the same time providing some
vocational skills such as sewing and stitching, mehndi,
beauty culture etc to these girls to make them
economically independent.
SHGs of Women
Moser Baer is committed towards women
empowerment apart from literacy and vocational training.
We have facilitated formation of SHGs which are now
being linked up with various Government Schemes and
also with garment export houses to generate business for
these groups.
targeted boys and girls from villages and interactive
sessions were conducted on self awareness,
interpersonal communication, stress management, and
dealing with emotions etc. Of these some have been
selected to work as “Agents of Change” for development
of their village with support from the Moser Baer
Trust team.
Winning is an Attitude
Moser Baer Trust participated in the NGO Sports Day
which was held on 7th February 2009.There was active
participation from 20 NGO teams comprising children
from under-privileged background. Our Kakrala village
children fared extremely well in all the events winning 11
Prizes of which five were for securing the first position.
Women empowerment programme
Education and Youth Development
MBT is proud to be a facilitator in this process of
Change... Development …..and finally Empowerment.
Project Taleem – Empowering the Youth
On June 9, 2008, MBT proactively stepped into
establishing a Taleem centre in Kakrala to cater to the
educational needs of the community especially women
and girls. Since its inception there has been a steady
increase in the enrollment of the girls.
Nayee Roshni – Catalysing Change
Nayee Roshni is aimed towards providing life skills
training to the adolescents in the village, so as to provide
them relevant knowledge and skill-set to lead their lives in
a self-fulfilling manner. This year, this initiative has
Health
Swasthyautthan
The project aims at improving the health indicators of the
neighboring communities through various activities that
are carried out under this project. A significant
improvement in health-care indicators has been noticed
in the area of reproductive health as we have been able to
provide quality health care services at their doorsteps.
Another positive impact has been noticed in containing
corporatesocialresponsibility
Education and youth
development is the core
focus of our CSR activities.
Project Taleem
54/55
Seamless integration of
business operations and
community concerns.
Ambassadors for change
corporatesocialresponsibility
the prevalence of skin diseases that was endemic in
neighboring villages.
Key features
•
Daily Free Medical Services in surrounding villages of
Kakrala, Tilapta, Kasna, Surajpur and Nagla. On an
average, 60 patients are attended to per day.
•
Free health services for unorganised labour and their
family members.
•
Referral to speciality hospitals and costs of
treatment taken up by the Moser Baer Trust.
•
Community participation as villagers have
themselves provided space and infrastructure.
•
Strong linkage with District Health Services, synergy
with Government PHCs.
Environment, Health and Safety
Moser Baer is an ISO 14001:2004, OHSAS 18001:2007
and SA- 8000 company, and is fully committed to develop
and operate a safe, healthy and clean environment to
protect vital human resources, plant, machinery and the
environment from the hazards and risk. The company,
under its EHS Policy, ensures safe work practices towards
achieving "Zero Incident and prevention from ill health".
In an endeavor to continually improve the processes,
work practices for prevention of Pollution and resources
conservation, the company saved 2 2 5 1 3 M w h o f
energy during 2008-09 which reduced 9680.86 tons of
Carbon dioxide gas generation, thus intangible impact on
global warming could reduce. The company overall saved
CSR Reporting
Moser Baer realizes that business has to be not only
profitable but also sustainable in the long run. Towards
this end a cross-functional team of SustainAblers was
trained for integrating sustainability issues in business
operations. The team would work on matching the
company’s value drivers with stakeholder expectations
and allow us to not just meet but exceed the stakeholder
expectations. The company has also published its first
Corporate Responsibility based on GRI Guidelines.
In the year 2008, Moser Baer also joined Global Compact
to reaffirm its commitment to Human Rights, Labour
Rights, Environment and Anti-Corruption measures, and
has committed to integrate its principles in organizational
culture and strategy.
Strategic Co-branding
Realize Your Dreams
Moser Baer Trust has joined hands with Chronic Care
Foundation (CCF) to promote good health and proactively
minimize the incidence and effects of non-communicable
chronic diseases through an educative animation
cartoon film.
UDAAN - Making Books Talk
Moser Baer has contributed about 70,000 Udaan CDs to
DAISY Forum of India to reach out to thousands of visually
challenged students across India through 67
organisations led by National Association of the Blind.
15570 Keekar trees through in-house recycling/reusing
wood pallets for product packing. The company has
implemented RAIN WATER HARVESTING at 16 locations
ensuring water conservation. The company is
aggressively involved in the substantial amount of
material recycling for some of the scarce industrial
products like polycarbonate, dye, silver, etc.
Moser Baer has won many recognitions and accolades in
the previous year for environment management by Sony
Green Partner Certification (securing 96.5%), ELCINADUN & Bradstreet Award 2008 and has been the recipient
of the prestigious Golden Peacock Award for Eco
Innovation 2008.
56/57
financials
Directors' Report
61
Corporate Governance Report
72
Auditors' Report
92
Balance Sheet
96
Profit and Loss Account
97
Cash Flow Statement
98
Schedules
100
Significant Accounting Policies and
Notes on Accounts
109
Balance Sheet Abstract and
Company's General Business Profile
131
Auditors' Report on Consolidated Financials
132
Consolidated Financials
133
Statement Relating to Subsidiary Companies
169
Information Pertaining to
Subsidiary Companies U/S 212 (8)
171
00/01
58/59
60/61
a n n u a l r e p o r t 0 8 / 0 9
DIRECTORS' REPORT
Dear Shareholder,
Your Directors take pleasure in presenting their 26th Annual Report on the business and operations of the Company
together with the Audited Accounts for the financial year ended 31st March, 2009.
Financial Results
(Rupees in Million)
Particulars
Gross Sales, Service Income and Other Income
Year ended
March 31, 2009
Year ended
March 31, 2008
23,924.4
20,873.1
Profit Before Depreciation, Interest, Exceptional Items and
Tax but after Prior Period Items
4,530.3
5,339.8
Depreciation / Amortisation
4,971.4
4,315.9
Interest and Finance Charges
2,053.2
1,793.6
Profit before Exceptional Items and Tax
-2,494.3
-769.6
Exceptional Gain
910.3
-
Profit Before Tax
-1,584.0
-769.6
-75.3
19.5
-1,508.7
-789.1
260.1
1,246.3
-1,248.6
457.2
101.1
168.5
17.2
28.6
-1,366.8
260.1
Tax Expenses
Profit after Tax
Profit carried forward from Last Year
Profit available for appropriation
Appropriations:
Dividend (Proposed)
Provision for Tax on Proposed Dividend
Transfer to General Reserve / Profit and Loss account
Operations
Revenue for FY 09 stood at Rs. 23,924.4 million, profit before depreciation, interest, exceptional items and tax stood at
Rs. 4,530.3 million and losses after tax was Rs. 1,508.7 million. Turnover was impacted during the year by the difficult
economic environment, partially offset by weakening of Rupee. The Company was able to hold its operating margin
through production efficiencies and control on working capital. The Company continues to generate gross cash flow and
the same was Rs. 3,462.8 million in FY 09. The Company continues to focus on both extension of geographic reach in
emerging growth markets as well as on development & growth of new customer accounts across major product lines
globally to cement its leading position on storage media. These efforts will renew focus following the recent royalty
settlement and resultant increased levels of Business certainty.
Market environment and outlook
Moser Baer's range of products makes it one of the world's largest manufacturers and technology innovators in the optical
media space. Here's an Indian company that has contributed to the establishing of new global technology standards. Our
products are sold in 82 countries and we have six marketing offices in India, the US, Europe and Japan. In the Indian
market, Moser Baer made its foray into the domestic optical storage market with the launch of the Moser Baer label in
2003. The company has blazed a new trail by introducing technologically innovative and truly world-class products in the
Indian market.
A notable development in 2008 was the emergence of Blu-Ray as the future high definition format, with Toshiba
announcing the discontinuation of HD DVD investments. Blu-Ray offers a considerable increase in storage capacity with its
25 to 50 GB data capacity. Moser Baer, the first non-Japanese company to have developed its own technology for
manufacturing Blu-Ray, stands to benefit from the exponential growth that will inevitably come in sales of advanced
formats in coming years. In line with its vision of touching every life across the globe through high technology products and
services, Moser Baer plans to promote Blu-Ray media by making available all formats of Blu-Ray media, be it recordable
media, or rewritable or replicated media. The company is set to leverage its R&D strengths to establish leadership position
in terms of supply of Blu-Ray media for global consumption.
Blu-Ray 1x-6x discs have also been accepted by the BDA (Blu Ray Disc Association) as test discs to benchmark the
performance of Blu ray 1x-6x media in various BD drives being manufactured globally. This achievement underlines the
strength of Moser Baer as a technological innovator for this cutting edge Blu-Ray format. This continued impetus in the
Blu-Ray format is poised to bring Moser Baer's optical media business its next wave of success.
The company manufactures the entire spectrum of optical storage media products including Recordable Compact Discs
(CD-R), Rewritable Compact Discs (CD-RW), Recordable Digital Versatile Discs (DVD-R), Rewritable Digital Versatile Discs
(DVD-RW) and blue laser discs (Blu-Ray).
Your Directors are pleased to inform that the Company has settled its long drawn licensing and patent dispute with Phillips.
The amicable settlement paves the way for Moser Baer to maintain and strengthen its market leadership position as the
worlds leading manufacturer of optical storage media products.
Photo Voltaic Business
Moser Baer as a group, through it's operating subsidiaries has positioned itself to be a significant player in the global solar
photovoltaic (PV) market by leveraging its high-volume manufacturing expertise and with significant investment in
research, development and manufacturing of products dedicated to generating solar power. Moser Baer believes that PV
is the vital link in dealing with the energy crisis.
Moser Baer is present across the entire value chain. It manufacture cells and modules and control critical feedstock
through strategic alliances. Also, it straddle multiple PV technologies, whether crystalline silicon, amorphous silicon (thin
film) and concentrator technology (high and low). The business also has PV Systems as one of its business verticals under
which it undertakes design, engineering, procurement and building of complete PV systems.
In addition, Moser Baer is investing in nano technologies, which are in the R&D phase. This is a futuristic technology and
because it will use very little material, it has the potential to bring down the cost of electricity generation considerably.
The solar energy sector is increasingly realising its potential as a cost-effective alternative source of power and our effort is
to work diligently in all PV technologies and bring the solar dream to fruition to meet India's energy needs.
In the year, Moser Baer Photovoltaic Limited has consolidated its production facilities by installing 80 MW Module line and
80 MW Cell line manufacturing capacity. Our cumulative efforts have resulted in your company achieving a growth of more
than 100% over previous year. Despite an increasingly difficult environment for Solar especially in 3rd & 4th quarter of the
year, as the credit market froze, we continued to execute on our strategy to make your Company, a global provider of high
quality solar solutions.
While the solar industry has grown astonishingly over last decade, however, it is still in a nascent stage of growth. Market
structures differ between countries primarily on account of subsidies in place, ownership of installation, nature of
customer and variability of grid connection. Last year, Germany & Spain continued to dominate in Solar market and
governments across the world have increasingly announced subsidies to promote renewable energy industry in general
and solar, in particular.
While the financial crisis has created a challenging environment in short term for the Industry, the fall in prices of Silicon and
solar modules has helped the industry to accelerate towards grid parity and therefore, create greater opportunities for your
company.
Content Business
Within a few months of operations, your Company has become the largest Home Video Company in the country. We have
been able to consolidate the market and now have rights to approximately 10,000 titles spread across all popular
languages in India.
a n n u a l r e p o r t 0 8 / 0 9
After establishing ourselves as leaders in catalogue content, we actively participated in acquisition of new films from
reputed banners across all popular languages.
We are also leading an effort to bring together the industry to form an 'Anti-Piracy Organization' which would focus on pan
India, multi jurisdiction anti-piracy activities in close co-operation with the legal machinery with the aim of denting the
growth of piracy.
During the financial year, the consolidated entertainment business registered revenues of Rs. 1,889 Mn.
The movies released this year are, a Hindi Film 'Shaurya' , 3 regional films "Raman Thediya Seethai", "Poo" and "Abhiyum
Nanum" and the distributed 2 English films 'Righteous Kill' and 'Ten Commandments' in theatres across India.
Going forward, the emphasis will be on acquiring new content and consolidating our leadership position in Home
Entertainment.
Subsidiary Companies
The company has received an exemption from the Ministry of Corporate Affairs, Government of India, vide order No 47/
376/ 2009/CL-III dated15.05.2009 under Section 212(8) of the Companies Act, 1956 with regard to attaching the various
documents in respect of the subsidiaries for the year 2008-09. Accordingly, the Balance Sheet, Profit and Loss Account and
other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The
Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.
The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information
upon request of any member of the Company and its subsidiaries who may be interested in obtaining the same.
The annual accounts of the subsidiary companies will also be kept for inspection by any member of the company at its
Registered Office & Corporate / Head Office located at 43B, Okhla Industrial Estate, Phase III, New Delhi - 110 020.
Dividend
Your Directors are pleased to recommend payment of a dividend of 6% (Rs. 0.6 per share) for the year ended 31st March,
2009. The total cash outflow on account of Equity dividend payments, including distribution tax and surcharge, will be
Rs. 118,233,581/-
Directors
Mr. Frank E. Dangeard and Mr. Viraj Sawhney, were co-opted as Additional Directors at the meeting of the Board of
Directors held on 19th March, 2009 to hold the office upto the date of the ensuing Annual General Meeting in terns of the
provisions of Section 260 of the Companies Act, 1956. The Company has received a notice under Section 257 of the
Companies Act, 1956, proposing the candidature of Mr. Frank E. Dangeard and Mr. Viraj Sawhney as Directors of the
Company.
In terms of the provisions of Section 255 and 256 of the Companies Act, 1956, Mr. Deepak Puri, Mrs. Nita Puri, and Mr.
Prakash Karnik, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment.
Auditors
Your's Company's Statutory Auditors, Price Waterhouse, Chartered Accountants, holds office until the conclusion of
ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Your Company has received a
letter from them to the effect that their re-appointment, if made, will be in accordance with the provisions of Section
224(1B) of the Companies Act, 1956.
Auditors' Report
The observations made in the Auditors' Report are self- explanatory and therefore, do not call for any further comments.
Stock Option Plan
Your Company had introduced a Stock Option Plan for its Non-Executive Directors i.e. Directors Stock Option Plan - 2005
("DSOP-2005") and for its employees i.e Employees Stock Option Plan-2004 (ESOP-2004).
62/63
The particulars of options issued under the said plans as required by SEBI (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 are appended as 'Annexure A' and forms part of this report.
Foreign Currency Convertible Bonds (FCCB)
Your Company has issued the Foreign Currency Convertible Bonds in Tranche A being US$ 75 million and in Tranche B
being US$ 75 million with tenure of five years.
During the year under review, RBI vide its letter RBI/2008-09/317 dated 8th December, 2008 liberalized the guidelines for the
buyback of the Foreign Currency Convertible Bonds and allowed the Indian Companies to complete the procedure of buy
back its FCCB till 31st March, 2009, without taking approval of the RBI. RBI vide its further Notification RBI/2008-09/411
dated 13th March, 2009 extended the said time limit till 31st December, 2009. During the financial year ended 31st March,
2009, your Company bought back US$ 26 million of face value of Bonds of Tranche A and US$ 25 million of face value of
Bonds of Tranche B.
Particulars of employees
Particulars of employees, as required under Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, as amended, form part of this report. However, in pursuance of Section 219(1)(b)(iv)
of the Companies Act, 1956, this report is being sent to all shareholders of the Company, excluding the aforesaid
information and the said particulars are made available at the Registered Office of the Company. The members interested
in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.
Secretarial Audit
As directed by Securities and Exchange Board of India (SEBI), secretarial audit is being carried out at the specified periodity
by M/s. Deloitte Haskins and Sells, the Secretarial Auditors of the Company.
Conservation of energy, research and development, technology absorption, foreign exchange earnings
and outgo
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as
required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the
report of the Board of Directors) Rules, 1988 is given as per Annexure 'B' and forms part of the this Report.
Fixed Deposits
During the year under review, your Company has not accepted any deposit under Section 58A of the Companies Act, 1956,
read with Companies (Acceptance of Deposits) Rules, 1975.
Corporate Governance
It has always been the Company's endeavour to excel through better Corporate Governance and fair and transparent
practices, many of which have already been in place even before they were mandated by the law of the land. The Company
complies with all the provisions of clause 49 of the Listing Agreement. A separate report on Corporate Governance
compliance is included as a part of the Annual Report along with the report on Management Discussion and Analysis.
The certificate from the Statutory Auditors of the Company regarding compliance of the conditions of Corporate
Governance as stipulated in Clause 49 of the listing agreement with stock exchanges is annexed to this report.
The Managing Director and Group Chief Financial Officer have certified to the Board in regard to the financial statements
and other matters as required in clause 49 of the listing agreement and the said certificate is annexed to this report.
In compliance with the Corporate Governance requirements, the Company has formulated and implemented a Code of
Conduct for all its Board members and for the senior management of the Company. The said Codes of Conduct have been
posted on the Company's website. All board members and senior management personnel have affirmed compliance with
the code of conduct for the year 2008-09. A declaration to this effect signed by the Managing Director of the company
forms part of this report.
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a n n u a l r e p o r t 0 8 / 0 9
Listing At Stock Exchanges
The Shares of the Company continue to be listed on the Bombay Stock Exchange and National Stock Exchange. The annual
listing fees for the year 2009-2010 have been paid to the Stock Exchanges.
Directors' Responsibility Statement
As required under section 217(2AA) of the Companies Act, 1956, your Directors state:
a)
that in the preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
b)
that we have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
as at 31st March 2009 and its profit for the year ended on that date;
c)
that we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities.
d)
that we have prepared the annual accounts on a going concern basis.
Conclusion
Your Company has always focused on its core competencies of innovation theory, creating new values to delight the
customers and the stakeholders. It has outperformed the industry in a challenging year and continues to maintain its
leadership position. It has also been surpassing all international quality and cost benchmarks and continues to build
shareholder's value. This, indeed, is how your Directors propose to drive the business endeavours, as we face the future
with great optimism and confidence.
Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors,
customers, employees, business associates, bankers, vendors, as well as regulatory and government authorities.
For and on behalf of the Board of Directors
Sd/Place : New Delhi
Date : 30th July, 2009
Deepak Puri
Chairman and Managing Director
ANNEXURE- A
INFORMATION REGARDING EMPLOYEES STOCK OPTION PLAN, 2004 (ESOP-2004) AND DIRECTORS' STOCK
OPTION PLAN, 2005 (DSOP-2005) (AS ON 31ST MARCH, 2009)*
S.No. Particulars
1
Number of Stock Options granted
2
Pricing Formula
ESOP-2004
DSOP-2005
5,903,300
700,000
(i) Normal allocation:-Rs.125 per Option or
prevailing Market Price, whichever is higher.
(ii) Special allocation:- 50% of the Options at
Rs.125 per Option or prevailing Market
Price, whichever is higher and the balance
50% of the Options at Rs. 170 per Option or
prevailing Market Price, whichever is higher.
Rs.170 per Option or prevailing Market
Price, whichever is higher.
3
Number of Options vested
1,356,950
250,000
4
Number of Options exercised
616,125
75,000
5
Number of shares arising as a result
of exercise of option
616,125
75,000
6
Number of options cancelled/ lapsed
2,324,825
50,000
7
Variation of terms of options
8
Money realized by exercise of options
9
Number of options in force
10
Employee-wise details of Options
granted to:
(a) Senior managerial personnel; and
(b) Any other employee who receives a
grant in any one year of option
amounting to 5% or more of option
granted during that year.
11
N.A.
N.A.
Rs. 135,403,076
Rs 17,122,500
2,962,350
575,000
Mr. Jan Brink
Mr. Vivek Chaturvedi
Mr. Rajiv Kenue
Mr. Deepak Shetty
-
24,000
150,000
24,000
45,000
N.A.
Identified employees who were granted
options during any one year, equal to or
exceeding 1% of the issued capital
(excluding outstanding warrant and
Conversions) of the Company at the time
of grant;
12
Diluted Earnings Per Share (EPS)
pursuant to issue of shares on exercise
of option calculated in accordance with
AS 20
13
Method of calculation of employee
compensation cost
14
Difference between the employee
compensation cost so computed at
serial number 13 above and the
employee compensation cost that shall
have been recognized if it had used the
fair value of options
N.A.
NIL
(8.96)
The Company has used intrinsic value method for calculating the employee
compensation cost with respect to the stock options.
Rs. (12,463,985)
15
The impact of this difference on profits &
on EPS of the Company
16
Weighted-average exercise prices and a. Weighted average Exercise Price - Rs. 142.19
weighted-average fair values of options b. Weighted average fair value of the options
- Rs. 39.33
granted during the year
Impact on profit- Rs. (12,463,985)
Impact on EPS (Basic)- (9.04)
Impact on EPS (Diluted)- (9.04)
b. Weighted average Exercise Price
- Rs. 228.30
b. Weighted average fair value of
the options-NIL
a n n u a l r e p o r t 0 8 / 0 9
The Weighted Average of Vesting Period in respect of the Options granted to the Directors were as follows:Grants
1
st
2
nd
3
rd
4
th
Weighted Average of Vesting Period
th
2.5 years
th
2.5 years
th
2.5 years
th
2.5 years
Grant on 11 August, 2005
Grant on 12 December, 2006
Grant on 25 January, 2007
Grant on 19 June, 2007
The Weighted Average of Vesting Period in respect of the Options granted to the employees were as follows:Grants
1
st
2
nd
3
rd
4
th
5
th
6
th
7
th
8
th
9
th
Weighted Average of Vesting Period
th
Grant on 9 January 2004
3 years
th
2.5 years
th
2.5 years
th
Grant on 24 June, 2005
2.5 years
th
2.5 years
th
2.5 years
th
2.5 years
th
2.5 years
Grant on 29 November 2004
Grant on 27 January 2005
Grant on 17 August, 2005
Grant on 27 October, 2005
Grant on 24 January, 2006
Grant on 26 April, 2006
th
Grant on 7 June, 2006
2.5 years
th
th
2.5 years
th
th
2.5 years
th
th
2.5 years
th
th
2.5 years
th
th
2.5 years
th
th
2.5 years
th
th
2.5 years
th
th
2.5 years
th
th
2.5 years
th
nd
2.5 years
th
rd
2.5 years
st
th
2.5 years
10 Grant on 27 October, 2006
11 Grant on 24 January, 2007
12 Grant on 30 April, 2007
13 Grant on 11 July, 2007
14 Grant on 25 October, 2007
15 Grant on 30 January, 2008
16 Grant on 17 April, 2008
17 Grant on 29 April, 2008
18 Grant on 30 July, 2008
19 Grant on 22 October, 2008
20 Grant on 23 October, 2008
21 Grant on 30 January, 2009
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70.0%
(based on 5
years
stock data
from NSE)
1.0%
(based on the
dividend
history for
past 3
financial
years)
342.00
Expected
volatility
Expected
Dividends
Price of the
underlying
share in
market at
the time of
option grant
(in Rs.)
224.05
0.85%
(based on
simple
average of
the dividend
history of
past 4
financial
years)
70.0%
(based on 5
years
stock data
from NSE)
7 yrs.
1.25 x
1.25 x
6.79% (for
4 years
source-NSE/
Reuters as
on 29th
Nov 2004)
Expected life 7 yrs.
4.21% (for
6 years,
sourceReuters as
9th Jan
2004)
Risk-free
interest
rate
Grant Date29/11/2004
Expected
Multiple
Grant Date09/01/2004
(Options
subsequently
cancelled)
Assumptions:-
213.20
0.85%
(based on
simple
average of
the dividend
history of
past 4
financial
years)
67.0%
(based on 5
years
stock data
from NSE)
1.25 x
7 yrs.
6.55% (for
5 years,
source-NSE/
Reuters as
on 27th
Jan 2005)
Grant Date27/01/2005
209.80
0.85%
(based on
simple
average of
the dividend
history of
past 4
financial
years)
62.03%
(based on 5
years
stock data
from NSE)
1.25 x
7 yrs.
6.67% (for 5
years, sourceNSE/ Reuters
as on 23rd
Jun 2005)
Grant Date24/06/2005
234.75
0.58%
(Weighted
average
dividend
yield for
last 3
financial
years)
61.44%
(based on 5
years
stock data
from NSE)
1.25 x
7 yrs.
6.74% (for
5 years,
source-NSE/
Reuters as
on 16th
Aug 2005)
Grant Date17/08/2005
214.70
0.58%
(Weighted
average
dividend
yield for
last 3
financial
years)
60.76%
(based on 5
years
stock data
from NSE)
1.25 x
7 yrs.
6.80% (for
5 years,
source-NSE/
Reuters as
on 27th
Oct 2005)
Grant Date27/10/2005
196.60
0.58%
(Weighted
average
dividend
yield for
last 3
financial
years)
59.02%
(based on 5
years
stock data
from NSE)
1.25 x
7 yrs
6.77% (for
5 years,
source-NSE/
Reuters as
on 23rd
Jan 2006)
Grant Date24/01/2006
229.40
0.58%
(Weighted
average
dividend
yield for
last 3
financial
years)
57.30%
(based on 5
years
stock data
from NSE)
1.25 x
7 yrs
6.96% (for
5 years,
source-NSE/
Reuters as
on 25th
Apr 2006)
Grant Date26/04/2006
201.10
0.58%
(Weighted
average
dividend
yield for
last 3
financial
years)
56.84%
(based on 5
years
stock data
from NSE)
1.25 x
7 yrs
7.37% (for
4.56 years,
source-NSE/
Reuters as
on 6th
June 2006)
Grant Date07/06/2006
Fair value of options based on Black-Scholes' Enhanced Model i.e. Enhanced FASB 123 Model for ESOP-2004
238.80
0.46%
(Weighted
average
dividend
yield for
last 3
financial
years)
54.66%
(based on 5
years
stock data
from NSE)
1.25 x
7 yrs
7.54% (for
4.28 years,
source-NSE/
Reuters as
on 27th
Oct 2006)
Grant Date27/10/2006
315.30
0.46%
(Weighted
average
dividend
yield for
last 3
financial
years)
55.03%
(based on 5
years
stock data
from NSE)
1.25 x
7 yrs
7.73% (for
4.28 years,
source-NSE/
Reuters as
on 23rd
Jan 2007)
Grant Date24/01/2007
342.50
0.46%
(Weighted
average
dividend
yield for
last 3
financial
years)
56.14%
(based on 5
years
stock data
from NSE)
1.25x
7 yrs
8.07% (for
4.25 years,
source-NSE/
Reuters as on
on 27th
April, 2007)
Grant Date30/04/2007
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a n n u a l r e p o r t 0 8 / 0 9
Fair value of options based on Black-Scholes' Enhanced Model i.e. Enhanced FASB 123 Model for ESOP-2004
Assumptions:-
Grant Date11/07/2007
Grant Date25/10/2007
Grant Date30/01/2008
Grant Date17/04/2008
Grant Date29/04/2008
Grant Date30/07/2008
Grant Date22/10/2008
Grant Date23/10/2008
Grant Date30/01/2009
Risk-free
interest
rate
7.52% (for
4.26 years,
source-NSE/
Reuters as
on 10th
July, 2007)
7.91% (for
4.31 years,
source-NSE/
Reuters as
on 24th
Oct, 2007)
7.42% (for
4.28 years,
source-NSE/
Reuters as
on 29th
January, 2008)
7.93% (for
4.26 years,
source- NSE/
Reuters as
on 17th
April 2008)
7.96 % (for
4.27 years,
source-NSE/
Reuters as
on 29th
Apr 2008)
9.28% (for
4.57 years,
source-NSE/
Reuters as
on 30th
July 2008)
7.44% (for
4.57 years,
source-NSE/
Reuters as
on 22nd
October 2008)
7.41% (for
5 years,
source-NSE/
Reuters as
on 22nd
October, 2008)
6.17% (for
5.08 years,
source-NSE/
Reuters as on
29th January,
2009)
Expected life
7 yrs.
7 yrs.
7 yrs.
7 yrs.
7 yrs.
7 yrs.
7 yrs
7 yrs
7 yrs
Expected
Multiple
1.25 x
1.25 x
1.25 x
1.25 x
1.25 x
1.25 x
1.25 x
1.25 x
1.25 x
Expected
volatility
56.19%
(based on 5
years
stock date
from NSE)
59.98%
(based on 5
years
stock date
from NSE)
59.70%
(based on 5
years
stock date
from NSE)
60.79%
(based on 5
years
stock data
from NSE)
60.92 %
(based on 5
years
stock data
from NSE)
61.97%
(based on 5
years
stock data
from NSE)
63.41%
(based on 5
years
stock data
from NSE)
63.45%
(based on 5
years
stock data
from NSE)
57.59%
(based on 5
years
stock data
from NSE)
Expected
Dividends
0.54%
(Weighted
average
dividend
yield for
last 3
financial
years
0.54%
(Weighted
average
dividend
yield for
last 3
financial
years
0.54%
(Weighted
average
dividend
yield for
last 3
financial
years
0.54%
(based on
weighted
average
dividend
history for
past 3
financial years)
0.54%
(based on
weighted
average
dividend
history for
past 3
financial years)
0.44%
(based on
weighted
average of the
dividend history
of past 3
financial year)
0.44%
(based on
weighted
average of the
dividend history
of past 3
financial year)
0.44%
(Weighted
average
dividend yield
for last 3
financial years
0.44%
(Weighted
average
dividend yield
for last 3
financial years
Price of the
underlying
share in
market at
the time of
option grant
(in Rs.)
491.90
301.10
221.95
170
176.55
95.10
100.25
94.95
62.45
Fair value of options based on Black-Scholes' Enhanced Model i.e. Enhanced FASB 123 Model for DSOP-2005
Assumptions
Grant Date-11/08/2005
Grant Date -12/12/2006 Grant Date -25/01/2007 Grant Date- 19/06/2007
Risk-free interest rate
6.56%
(for 5 years, sourceNSE/ Reuters as on
11th Aug, 2005)
7.56%
(for 4.58 years, source
-NSE/ Reuters as on
12th Dec, 2006)
7.68%
(for 4.58 years, source
-NSE/ Reuters as on
25th Jan, 2007)
7.87%
(for 4.32 years, source
NSE/Reuters as on
19th June, 2007)
Expected life
7 yrs
7 yrs
7 yrs
7 yrs
Expected Multiple
1.25 x
1.25 x
1.25 x
1.25x
Expected volatility
61.46%
(based on 5 years
stock data from NSE)
54.73%
(based on 5 years
stock data from NSE)
55.03%
(based on 5 years
stock data from NSE)
56.20%
(based on 5 years
stock data from NSE)
Expected dividends
0.58%
(Weighted average
dividend yield for last
3 financial years)
0.46%
(Weighted average
dividend yield for last
3 financial years)
0.46%
(Weighted average
dividend yield for last
3 financial years)
0.54%
(Weighted average
dividend yield for last
3 financial years)
242.60
319.25
425.25
Price of the underlying 228.30
share in market at the
time of option grant
(in Rs.)
* Two Options granted before the record date i.e 18th July, 2007 under the above plans entitles the holder to three Options of
the Company.
ANNEXURE B
Information as per Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 and forming part
of the Directors' Report for the year ended 31st March, 2009.
A. Conservation of energy
Your Company's energy requirements continued to increase
significantly as it commissioned new manufacturing
facilities and increased production at existing facilities. As an
ongoing process, the Company undertakes various
measures to save energy and reduce its consumption.
During the financial year 2008-09, some of the measures
undertaken by the Company include:Through internal development and efforts on energy saving,
we could achieve a cumulative saving of 800 KW with an
additional investment of Rs. 5,405,253 This was mainly
achieved by improving/improvising the Air Handling Systems
(84.9 KW) & Process water delivery mechanism (347.4 KW)
and the balance by optimizing / discovery of new energy
efficient production processes and development of Heat
recovery system.
B. Technology absorption, adaptation and
innovation, research & development
Technology Absorption, Adaptation And Innovation
As technology plays a bigger role in our ability to offer a
complete basket of products to our customers. Our company
thus , has entered into agreements to acquire technology and
the right to use technology belonging to other third party
companies. During the year, a number of agreements were
completed to acquire technology belonging to companies
whose R&D efforts have been complementary to our
technology development program. This technology has
been successfully incorporated into some of the Company's
products and an ongoing effort is being made to improve the
utilization of this technology and produce newer innovative
products based on this technology.
In order to ensure the continuous growth of Moser Baer
business units and to foster growth through strategic
technology business initiatives, a centralized corporate-wide
technology centre was established under the leadership of
Dr. G Rajeswaran, who has been appointed the Group Chief
Technology Officer. Dr. Rajeswaran brings over thirty years of
international experience in opto electronics, semiconductors,
consumer electronics, photovoltaics and OLEDs. A core team
of scientists and engineers have been established within the
Group CTO function to conduct research and development
projects in next generation optical media, photovoltaics,
consumer electronics products and other areas that maximize
Moser Baer's core competencies in order to ensure
competitiveness and future growth.
Our Company is a part of many International Forums and R&D
initiatives that are dedicated to the development of future
formats like Blue-ray. Such participative activities have
significantly enhanced the image of our Company as an
individual entity and our country as a whole before the
International community.
Our efforts towards technology absorption, adaption and
innovation were led by OM&T (our R&D subsidiary) which has
been carrying out all development work related to inorganic
BDR and BDRE. The technology so developed is transferred
to GN plant where it is absorbed and adopted to do mass
production. BDR 1x-2x, 1x-4x and BDRE 1x-2x technology has
been successfully absorbed at GN plant and is currently in
mass production.
Your Company has been identified by some R&D institutes
for collaboration and also in the process of approaching
Govt. funding agencies through our own innovative R&D
projects.
As a result of above efforts, your Company was benefited by
BDR 1x-2x & 1x-4x cost reduction due to mass production at
GN plant.
Research And Development
The specific areas in which R&D was carried out by your
Company and the benefits derived as a result thereof are as
follows:
1) Blu-Ray Development Your Company is involved in the development of
recordable /re-writable Blu-Ray disc technology using
an inorganic phase change material and is also a
contributing member to the Blu-Ray disc association in
the international forum. The Company has also obtained
the license for manufacturing BDR/BDRE from the BluRay disc association (BDA).
Technology imported by your Company during last 5 years is given as under :
Technology imported
Year of import
Has Technology
been fully absorbed?
If not fully absorbed, area where
this has not taken place, reasons
there for and future plans of actions
Technology for Hard Coat optical disk
2005
Yes
NA
Technology for DVDR 16 X using A20 Dye
2004
Yes
NA
Technology for Light scribe disk
from Hewlett Packard
2004
Yes
NA
Technology for BDR from OMT
2008
Yes
NA
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a n n u a l r e p o r t 0 8 / 0 9
a.
2)
3)
4)
5)
BDR 1X-2X, BDR 1X-4X, BDR 1X-6X and BDRE 1X2X formats already been developed and the
production is in progress.
b. BDR 1X-4X, BDR 1X-6X and BDRE 1X-2X formats
have been designed with most of the drive makers
and we have more than 90% drive and recorder
compatibility.
c. OM&T has also successfully established frosted
mirror technology for BDR 1X-4X, BDR 1X-6X and
BDRE 1X-2X formats. This will enable Moser Baer
to offer value-added wide printable discs in
advance formats.
d. The development of the next generation high
speed BDR 1X-8X media format and BDR dual layer
technology has been undertaken.
DVD-R CPRM format
Your Company successfully developed and launched
DVD-R CPRM format products for the Japan market
through ODM business. This format is rapidly growing
in Japan market and mainly used in high definition
broadcasting. The Company has also been qualified by
SONY and Imation for the supply to Japan.
Printable Surface
a. Promoted and commercialized the new uniform
printable surface product in US, Europe and Japan
market. The product is best-in-class for printable
and has been received well by all customers.
b. Successfully developed thermal and ink jet
printable BD-R. This places the Company among a
select group and a distinguished category of
suppliers of such media
c. Development of a new thermal ink combination.
d. A best-in-class glossy inkjet surface has been
developed under special category for CDR and
DVDR media.
e. New value-added vinyl inkjet and vinyl thermal
products developed.
New Equipment added in R & D Lab:
a. Sun Tester to study the light fastness characteristic
on the various optical media formats.
b. State of the art Holographic R&D lab set up to
enable the Company to be a leading company in the
development of this format.
Mastering & Galvanics:
Process Improvement & New Format Development
New formats developed & under the process of
optimization:
a. Dual Layer 1P
b. Blu-Ray Disk 1X-4X
c. Blu-Ray Disk (RE) 1X-2X
Benefit derived as a result of the above R&D activities:
i.
Blu-Ray disc is the next generation optical disc format
being developed for high-definition video and highcapacity software applications. A single-layer Blu-Ray
disc will store up to 25 gigabytes of data and a doublelayer Blu-Ray disc up to 50 gigabytes of data. Blu-Ray
discs offer 1920x1080p HD master quality for high
definition audio and video applications
ii. Development of a new thermal ink combination is a step
towards low cost.
iii. IIT Delhi Project: Development of multilayer coatings for
high density optical storage discs and IT BHU Project:
Development of optically active polymers for data
storage applications are steps towards cost reduction
and performance improvement of optical media
products through collaborative research with leading
academic institutions.
Future plan of action:
a. To develop higher capacity & faster retrievable disk.
b. To develop new inputs materials for manufacturing of
products.
c. Continue rationalisation of input cost elements.
Capital expenditure of Rs. 138.7 million and recurring
expenses of Rs. 18.8 million were incurred during the year
towards R&D expenses, which is 0.7% of the total turnover of
the Company.
These expenses are part of expenses incurred under various
revenue or capital heads.
C. Foreign exchange earnings and outgo-to be
provided
Total foreign exchange earned comprising of FOB value of
exports, interest, insurance claims and dividend received
was Rs.13,262.6 million, where as total foreign exchange
used (comprising of CIF value of imports, dividend and other
outgoings) was Rs. 9,009.7 million.
For and on behalf of the Board of Directors
Place : New Delhi
Date : 30th July, 2009
Sd/Deepak Puri
Chairman and Managing Director
CORPORATE GOVERNANCE REPORT
WHAT IS CORPORATE GOVERNANCE?
Corporate governance is about commitment to values
and about ethical business conduct. It is about how an
organization is managed. This includes its corporate and
other structures, its culture, policies and the manner in
which it deals with various stakeholders. Accordingly,
timely and accurate disclosure of information regarding
the financial situation, performance, ownership and
governance of the company is an important part of
corporate governance. This improves public
understanding of the structure, activities and policies of
the organization. Consequently, the organization is able to
attract investors, and to enhance the trust and confidence
of the stakeholders. Corporate governance guidelines
and best practices have evolved over a period of time and
in India, are enshrined in Clause 49 of the Listing
Agreement.
1. COMPANY'S PHILOSOPHY ON CORPORATE
GOVERNANCE
Corporate governance is the system by which companies
are directed and managed. Good corporate governance
structures encourage companies to create value (through
entrepreneurism, innovation, development and
exploration) and provide accountability and control
systems commensurate with the risks involved.
Moser Baer believes in ensuring true Corporate
Governance practices to enhance long term
shareholders' value through corporate performance,
transparency, integrity and accountability.
The Corporate Governance philosophy of the Company is
based on the following principles:
The Company has also evolved the Code of Corporate
Governance to ensure the best practices of Corporate
Governance within the Company
2. BOARD OF DIRECTORS
Moser Baer believes that the core of its corporate
governance practice is the Board, which oversees how
the management serves and protects the long-term
interests of all the stakeholders of the company. An
active, well-informed and independent board is
necessary to ensure the highest standards of corporate
governance.
Moser Baer believes that composition of board is
conducive for making decisions expediently, with the
benefit of a variety of perspectives and skills, and in the
best interests of the company as a whole rather than of
individual shareholders or interest groups.
The present strength of the Board is twelve. The Board
comprises of three Executive Directors and nine NonExecutive Directors. Six Non-Executive Directors of the
Company are independent. The Non-Executive Directors
bring independent judgment in the Board's deliberations
and decisions.
Independence of the board is critical for ensuring that the
board fulfils its oversight role objectively and holds the
management accountable to the shareholders. Moser
Baer believes in appropriate mix of executive and
independent directors on the Board to maintain
Independence on the Board and separate management
functions from it.
An independent director is independent of management
and free of any business or other relationship that could
materially interfere or could reasonably be perceived to
materially interfere with the exercise of their unfettered
and independent judgment.
•
Satisfaction of the spirit of the law through ethical
business conduct;
•
Transparency and a high degree of disclosure levels;
Definition of 'Independent Director' as per Clause 49 of
the Listing Agreement
•
Truthful communication about how the company
run internally;
'Independent Director' shall mean a Non-Executive
Director of the Company who:-
•
A simple and transparent corporate structure driven
solely by the business needs;
•
•
Strict compliance with Clause 49 of the Listing
Agreement as amended from time to time;
•
Establishment of an efficient corporate structure for
the management of the Company's affairs;
apart from receiving director's remuneration, does
not have any material pecuniary relationships or
transactions with the company, its promoters, its
directors, its senior management or its holding
company, its subsidiaries and associates which may
affect independence of the director
•
•
Management is the trustee of the shareholders'
capital and not the owner.
is not related to promoters or persons occupying
management positions at the board level or at one
level below the board;
•
has not been an executive of the company in the
immediately preceding three financial years;
a n n u a l r e p o r t 0 8 / 0 9
•
is not a partner or an executive or was not partner or
an executive during the preceding three years, of any
of the following:
•
is not a material supplier, service provider or
customer or a lessor or lessee of the company, which
may affect independence of the director;
-
the statutory audit firm or the internal audit firm
that is associated with the company, and
•
-
the legal firm(s) and consulting firm(s) that have
a material association with the company.
is not a substantial shareholder of the company i.e.
owning two percent or more of the block of voting
shares.
•
Is not less than 21 years of age.
COMPOSITION OF BOARD
Directors
Category
Equity Investors represented
Number of Equity Shares
and Warrants held by the
non-executive Directors
Mr. Deepak Puri
Promoter and Executive
N.A.
N.A.
Mr. Arun Bharat Ram
Independent and
Non-Executive
N.A.
37,500 Equity Shares
Mrs. Nita Puri
Promoter and Executive
N.A.
N.A.
Mr. John Levack
Non-Executive
and Nominee
Electra Partners Mauritius Ltd.
Nil
Mr. Rajesh Khanna
Non-Executive
and Nominee
Bloom Investments Limited (BIL),
Ealing Investments Limited (EIL),
Randall Investments Limited (RIL)
and Woodgreen Investment Ltd
(WIL). BIL, EIL, RIL and WIL are
affiliates of Warburg Pincus LLC.
Nil
Mr. Prakash Karnik
Independent and
Non-Executive
N.A.
Nil
Mr. Bernard Gallus
Independent and
Non-Executive
N.A.
Nil
Mr. Ratul Puri
Promoter and Executive
N.A.
N.A.
Mr. V.N Koura
Independent and
Non-Executive
N.A.
Nil
Dr. Vinayshil Gautam
Independent and
Non-Executive
N.A.
Nil
Mr. Viraj Sawhney*
Additional DirectorNon-Executive and
Nominee
Bloom Investments Limited (BIL),
Ealing Investments Limited (EIL),
Randall Investments Limited (RIL)
and Woodgreen Investment Ltd
(WIL). BIL, EIL, RIL and WIL are
affiliates of Warburg Pincus LLC.
Nil
Mr. Frank E. Dangeard*
Additional Director Independent and
Non-Executive
N.A.
Nil
* Mr. Viraj Sawhney and Mr. Frank E. Dangeard were co-opted as Additional Directors on the Board at the Board Meeting
held on March 19, 2009
72/73
DIRECTORSHIP IN OTHER COMPANIES AND BOARD COMMITTEES:
As per the requirements of the Listing Agreement, none of the Directors of the Board should serve as a member of more
than 10 Committees or as Chairman of more than 5 Committees excluding the memberships in private limited companies,
foreign companies and companies incorporated under Section 25 of the Companies Act, 1956.
Name of Director
Mr. Deepak Puri
Mr. Arun Bharat Ram
Mrs. Nita Puri
Mr. John Levack
Mr. Rajesh Khanna
Mr. Prakash Karnik
Mr. Bernard Gallus
Mr. Ratul Puri
Mr. V. N Koura
Dr. Vinayshil Gautam
Mr. Viraj Sawhney*
Mr. Frank E. Dangeard*
No. of other Directorships (excluding foreign
companies and private limited companies)
8
10
7
2
7
8
3
5
-
No. of Committee membership
(only Audit and Investor Grievance
Committees) (including MBIL's
Committees)
Chairman
Member
2
1
-
2
4
3
3
2
2
3
1
3
-
* Mr. Viraj Sawhney and Mr. Frank E. Dangeard were co-opted as Additional Directors on the Board at the Board
Meeting held on March 19, 2009
The information as required under Annexure I-A to Clause 49 of the Listing Agreement is made available to the Board.
Adequate information is circulated as part of the agenda papers to enable the Board to take informed decisions.
The Company holds at least five Board meetings in a year, one in each quarter to review the financial results and one to
review the audited annual results of the Company.
The Board met ten times on the following dates during the financial year 2008-2009 and the gap between two meetings did
not exceed four months:
(i)
30th April, 2008
(ii)
22nd May, 2008
(iii)
10th June, 2008
(iv)
31st July, 2008
(v)
24th October, 2008
(vi)
15th December, 2008
(vii)
15th January, 2009
(viii)
30th January, 2009
(ix)
12th March, 2009
(x)
19th March, 2009
74/75
a n n u a l r e p o r t 0 8 / 0 9
ATTENDANCE RECORD OF DIRECTORS
Directors
Board meetings held
during the year
Mr. Deepak Puri
Mrs. Nita Puri
Mr. Prakash Karnik
Mr. John Levack
Mr. Bernard Gallus
Mr. Ratul Puri
Mr. Arun Bharat Ram
Mr. V.N Koura
Dr. Vinayshil Gautam
Mr. Rajesh Khanna
Mr. Viraj Sawhney*
Mr. Frank E. Dangerd*
Meetings Attended
Present in
person
Attended through
Audio conferencing
9
7
6
5
3
9
2
9
7
3
1
1
2
3
4
1
2
2
-
10
10
10
10
10
10
10
10
10
10
10
10
Attended last AGM
held on Wednesday,
23rd July, 2008
Yes
No
No
No
No
No
No
Yes
No
No
No
No
* Mr. Viraj Sawhney and Mr. Frank E. Dangeard were co-opted as Additional Directors on the Board at the Board Meeting
held on March 19, 2009
3. BOARD COMMITTEES
Your Company has the following Board Committees:
Audit Committee, Compensation Committee, Investors'
Grievance Committee, Corporate Governance
Committee, Capex Committee, Banking and Finance
Committee, Strategic Finance Committee and Corporate
Social Responsibility Committee and the guidelines for
these Board Committees are set out below.
The Board is responsible for constituting, assigning, coopting and fixing terms of service for the Committee
Members of various Committees and delegates these
powers to the Committees. Recommendations of the
Committees are submitted to the Board of Directors for
approval.
The frequency and agenda of meetings of each of these
Committees is determined by the Chairman of the Board/
Executive Director in consultation with the Chairman of
the concerned Committee. These Committees meet as
and when the need arises.
Moser Baer has a qualified and independent Audit
Committee, with Mr. V.N. Koura as the Chairman. Other
members of the Committee are Mr. Prakash Karnik,
Mr. Rajesh Khanna and Mr. Bernard Gallus. The Company
Secretary acts as the Secretary of the Committee. Mr.
Ratul Puri and Mr. John Levack are the permanent invitees
to the meetings of this Committee.
Primary Objective
The primary objective of the Audit Committee is to
monitor and provide effective supervision of the
management's financial reporting process with a view to
ensure accurate, timely and proper disclosures and
transparency, integrity and quality of financial reporting.
The Audit Committee has the power to do the following:a)
To investigate any activity within its terms of
reference.
b)
To seek information from any employee.
c)
To obtain outside legal or other professional advice.
A. AUDIT COMMITTEE
d)
Besides, the regulatory requirement for constituting an
Audit Committee, the existence of an independent audit
committee is recognized internationally as an important
feature of good corporate governance.
To secure attendance of outsiders with relevant
expertise, if it considers necessary.
Role of the Committee
The ability of the audit committee to exercise
independent judgment is crucial for judging the integrity
of financial statements of the Company.
The role of the Audit Committee has always been
updated to comply with the amendments brought in by
SEBI in listing agreements. Thus, the role of the
Committee is :
a)
Oversight of the Company's financial reporting
process and the disclosure of its financial
information to ensure that the financial statement is
correct, sufficient and credible.
j)
Discussing with the Statutory Auditors before the
audit commences about the nature and scope of
audit as well as have post-audit discussion to
ascertain any area of concern.
b)
Recommending to the Board the appointment, reappointment and, if required, the replacement or
removal of the Statutory Auditor and the fixation of
audit fee.
k)
Looking into the reasons for substantial defaults in
the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared
dividends) and creditors.
c)
Approval of payment to Statutory Auditors for any
other services rendered by the Statutory Auditors.
l)
To review the functioning of the Whistle Blower
mechanism, in case the same is existing.
d)
Reviewing with the management, the annual
financial statements before submission to the Board
for approval, with particular reference to:
m) Carrying out any other function as is mentioned in the
terms of reference of the Audit Committee.
•
Matters required to be included in the Director's
Responsibility Statement to be included in the
Board's report in terms of clause (2AA) of
Section 217 of the Companies Act, 1956
•
Changes, if any, in accounting policies and
practices and reasons for the same.
•
Major accounting entries involving estimates
based on exercise of judgment by management.
Reviewing, with the management, the statement of
uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.),
the statement of funds utilized for purposes other
than those stated in the offer document/
prospectus/notice and the report submitted by the
monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, and making
appropriate recommendations to the Board to take
up steps in this matter.
•
Significant adjustments made in the financial
statements arising out of audit findings.
The Audit Committee has been authorized to mandatorily
review the following information:
•
Compliance with listing and other legal
requirements relating to financial statements.
a)
Management discussion and analysis of financial
condition and results of operations.
•
Disclosure of any related party transactions.
b)
•
Qualifications in draft audit report.
Statement of significant related party transactions
submitted by management.
c)
Management letters / letters of internal control
weaknesses issued by the Statutory Auditors.
d)
Internal audit reports relating to internal control
weaknesses.
e)
The appointment, removal and terms of
remuneration of the Chief Internal Auditor.
e)
Reviewing with the management, the quarterly
financial statements before submission to the Board
for approval.
f)
Reviewing with the management, performance of
Statutory and Internal Auditors and adequacy of the
internal control systems.
g)
Reviewing the adequacy of internal audit function, if
any, including the structure of the internal audit
department staffing and seniority of the official
heading the department, reporting structure
coverage and frequency of internal audit.
h)
Discussing with internal auditors any significant
findings and follow up thereon.
i)
Reviewing the findings of any internal investigations
by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting
the matter to the Board.
n)
Meetings
During the year, the Committee met five times on the
following dates:
(i)
(ii)
(iii)
(iv)
(v)
29th April, 2008
22nd May, 2008
30th July, 2008
23rd October, 2008
29th January, 2009
The gap between two meetings did not exceed four
months.
76/77
a n n u a l r e p o r t 0 8 / 0 9
Following are the attendance details of the members at
the Committee meetings:Members
Mr. V.N. Koura
(Chairman)
Mr. Prakash Karnik
Mr. Rajesh Khanna
Mr. Bernard Gallus
Committee Meetings Meetings
held during the year attended
5
5
5
5
5
5
3
3
• The annual base salary,
• Annual incentive bonus, if any,
• Any other benefits, compensation or arrangements.
b)
The Compensation Committee shall evaluate, and if
necessary, amend performance parameters of the
Executive Directors;
c)
The Compensation Committee may make
recommendations to the Board in relation to
incentive plans for the Executive Directors; and
d)
Administer the ESOP and DSOP schemes of the
Company.
B. COMPENSATION COMMITTEE
Moser Baer believes that independent determination of
the remuneration policy of the Executive Directors of the
Company is a fundamental for ensuring the transparency
and hence, the corporate governance practices of the
Company. The interests of shareholders and the market
are best served through a transparent and readily
understandable framework for executive compensation
and its costs and benefits. Transparency as to the
remuneration policy should be complemented by full and
effective disclosure, in keeping with the spirit and intent
of the Companies Act 1956, and Clause 49 of Listing
agreement.
Meetings
During the year, the Committee met four times on the
following dates:
(i) 29th April, 2008
(ii) 30th July, 2008
(iii) 23rd October, 2008
(iv) 30th January, 2009
Following are the details regarding the Committee
meetings attended by the members:Members
Committee Meetings Meetings
held during the year attended
Composition
Mr. Prakash Karnik is the Chairman of the Committee.
Other members of the Committee are Mr. John Levack,
Mr. Bernard Gallus, Mr. Rajesh Khanna and Mr. V.N Koura.
The Company Secretary acts as the Secretary of the
Committee.
Terms of reference
a)
The Compensation Committee discharges the
Board's responsibilities relating to compensation of
the Company's Executive Directors.
b)
The Compensation Committee has the overall
responsibility for approving and evaluating the
Executive Directors' compensation plans, policies
and programmes of the Company.
c)
The Compensation Committee administers the
Employees Stock Option Plan (ESOP) and the
Directors' Stock Option Plan (DSOP) of the Company.
Responsibilities and authorities of the Compensation
Committee
a)
The Compensation Committee shall review and
approve for the Executive Directors of the
Company:-
Mr. Prakash Karnik
(Chairman)
Mr. Rajesh Khanna
Mr. John Levack
Mr. Bernard Gallus
Mr. V.N Koura
4
4
4
4
4
4
1
4
3
1
REMUNERATION POLICY
a)
Executive Directors
The details of the remuneration paid and payable to Mr.
Deepak Puri (Managing Director), Mrs. Nita Puri (whole time Director) and Mr. Ratul Puri (Executive Director)
during the year 2008-2009 are as follows:
(Amount In Rs.)
Particulars
Mr. Deepak Puri,
Managing Director
Salaries,
allowances
and bonus
28,156,250
4,615,180
16,941,960
PF
Contribution
1,698,750
439,820
1,013,040
Perquisites
TOTAL
Mrs. Nita Puri,
Mr. Ratul Puri,
whole-time Director Executive Director
145,000
145,000
145,000
30,000,000
5,200,000
18,100,000
Service Contracts, Notice Period, Severance Fees
COMMISSION
a)
The Shareholders of the Company by way of postal ballot,
approved the commission of 1% of the Net Profits of the
Company for the year calculated as per the provisions of
the Companies Act, 1956, payable to the non-executive
Directors without obtaining the prior approval of the
Central Government.
Executive Directors
Mr. Deepak Puri (Managing Director); Mrs. Nita Puri
(whole-time Director) and Mr. Ratul Puri (Executive
Director)
The Company has executed a Service Contract each with
Mr. Deepak Puri, Managing Director, Mrs. Nita Puri, a
whole-time Director and Mr. Ratul Puri, Executive Director
whereby each of them have been appointed for a period
of five years with effect from 1st September, 2006, 1st
December, 2006 and 1st October, 2006, respectively. Each
of them is entitled to resign from his/her office at any time
upon giving to the Company at least three calendar
months' written notice. No severance fees shall be
payable to either of them.
The amount of performance bonus paid to the Managing
Director, whole-time Director and the Executive Director
is based on the performance of the Company and of these
Directors, as approved by the Compensation Committee
and considered by the Board.
b)
Non-Executive Directors
The Company does not have any pecuniary relationship
with any of its non-executive Directors except in so far
mentioned hereinafter:
STOCK OPTIONS
Initially, the shareholders of the Company had passed a
resolution to offer the stock options to the Non-Executive
Directors of the company to the maximum of 4,50,000
Equity Shares and thereafter the shareholders further
passed a resolution and the maximum limit increased to
10,00,000 Equity Shares. Under the terms of approved
Directors' Stock Option Plan (DSOP), each Non-Executive
Director is entitled to receive upto a maximum of 1,00,000
stock options.
During the year under review, no commission was paid to
the non-executive directors for the Financial Year 2007-08
due to unavailability of Net Profits of the Company for the
year ended on 31st March 2008, calculated as per the
provisions of the Companies Act, 1956.
SITTING FEES
During the year 2008-09, the non-executive Directors
were paid a sitting fees of Rs.20,000 for each Board
Meeting and Rs.10,000 for each Committee meeting,
attended by them.
Service Contracts, Notice Period, Severance Fees
Mr. Arun Bharat Ram, Mr. Bernard Gallus, Mr. Prakash
Karnik, Mr. V.N Koura, Dr. Vinayshil Gautam are the
Directors liable to retire by rotation. No severance fees
will become payable to them if they desire not to continue
as Directors of the Company.
Mr. John Levack (non-rotational nominee Director and
representative of Electra Partners Mauritius Ltd.) - No
severance fees will become payable to him if Electra
Partners Mauritius Ltd. withdraws his nomination from
the Directorship of the Company.
Mr. Rajesh Khanna (non-rotational nominee Director and
representative of BIL, EIL, RIL and WIL - affiliates of
Warburg Pincus LLC) - No severance fees will become
payable to him if BIL, EIL, RIL and WIL withdraw his
nomination from the Directorship of the Company.
Mr. Arun Bharat Ram
1,00,000
50,000
Mr. Frank E. Dangeard and Mr. Viraj Sawhney, Additional
Director(s), hold office only up to the date of ensuing
Annual General Meeting. A notice has been received in
terms of the provisions of Section 257 of the Companies
Act, 1956 proposing their candidature as a Director. No
severance fees will become payable to them if they are
not appointed as Director of the Company.
Mr. Prakash Karnik
1,00,000
50,000
C. INVESTORS' GRIEVANCE COMMITTEE
Mr. John Levack
1,00,000
50,000
Composition
Mr. Bernard Gallus
1,00,000
50,000
Mr. V.N Koura
1,00,000
50,000
Dr. Vinayshil Gautam
1,00,000
50,000
Mr. John Levack is the Chairman of the Committee. Other
members of the Committee are Mr. Prakash Karnik, Mr.
Deepak Puri, Mr. Bernard Gallus and Mrs. Nita Puri. The
Company Secretary acts as the Secretary of the
Committee.
Status of stock options accepted under the above
mentioned plan is as follows:
Name of Directors
No. of stock options granted
Original Bonus options
Mr. Rajesh Khanna, nominee Director of BIL, EIL, RIL and
WIL did not accept 1,00,000 stock options offered to him.
He also does not charge any Sitting Fees for attending any
meetings of the Board or Committees thereof.
Terms of reference
The Investors' Grievance Committee looks into redressal
of shareholders' and investors' complaints like transfer of
a n n u a l r e p o r t 0 8 / 0 9
shares, non-receipt of Annual Reports, non-receipt of
dividend and allied matters.
Meetings
D. CORPORATE GOVERNANCE COMMITTEE
Composition
During the year, the committee met four times on the
following dates:
(i)
(ii)
(iii)
(vi)
No share was pending for transfer as on 31st March, 2009.
22nd May, 2008
30th July, 2008
24th October, 2008
30th January, 2009
Following are the attendance details of the members at
the Committee meetings:-
The Chairman of the Committee, Mr. Rajesh Khanna, is a
Non-Executive Director. Other members of the
Committee comprise of Mr. Prakash Karnik, Mr. John
Levack, Mr. Deepak Puri and Mr. Bernard Gallus. The
Company Secretary acts as the Secretary of the
Committee.
Terms of reference
a)
To evaluate the current composition, organisation
and governance of the Board and its Committees, as
well as determine future requirements and make
recommendations in this regard to the Board for its
approval.
b)
To recommend the appointment of such Directors on
the Board who are of proven competence and have
adequate professional experience.
c)
To oversee the evaluation of the Board.
d)
To recommend to the Board of Directors, nominees
for each Committee of the Board.
e)
To coordinate and approve Board and Committee
meeting schedules.
f)
To make regular reports to the Board on the matters
listed herein and on such other matters as may be
referred to it by the Board from time to time.
g)
Telephone numbers: (011) 40594444
Fax numbers
: (011) 41635211/ 26911860
To advise the Company on the best business
practices being followed on corporate governance
issues world-wide and to implement those in the
Company appropriately.
h)
Information regarding complaints received from the
shareholders during the period 1st April, 2008 to 31st
March, 2009.
To appoint any outside agency to report on corporate
governance matters.
i)
To appoint consultants in this regard and to obtain
and implement their advise, reports or opinions.
j)
To recommend to the Board the governance
structure for management of affairs of the Company.
Members
Committee meetings No. of meetings
held during the year
attended
Mr. John Levack
(Chairman)
4
3
Mr. Prakash Karnik
4
4
Mr. Deepak Puri
4
3
Mrs. Nita Puri
4
3
Mr. Bernard Gallus
4
2
Name and designation of the Compliance Officer:
Mrs. Minni Katariya, Head Legal and Company Secretary.
The transfer / transmission of physical share certificates
is approved by the Company Secretary at least once in a
fortnight on the basis of recommendations received from
the Company's Registrar and Share Transfer Agent-M/s.
MCS Limited.
The investors may lodge their grievances through e-mail
at [email protected] or contact the Compliance
Officer at the following numbers: -
Nature of the complaints
Received
Replied
Pending
satisfactorily
Relating to transfer,
transmission, etc.
Relating to dematerialization
Relating to dividend
Relating to bonus
Relating to Annual Report
Relating to miscellaneous
matters
TOTAL
12
12
---
k)
9
13
13
34
4
9
13
13
34
4
-------
To review and re-examine this charter annually and
make recommendations to the Board for any
proposed changes.
l)
To annually review and evaluate its performance.
---
85
85
---
78/79
Ratul Puri. The Company Secretary acts as the Secretary
of the Committee.
E. CAPEX COMMITTEE
Composition
Mr. Ratul Puri is the Chairman of the Committee. Other
members of the Committee are Mr. Prakash Karnik, Mr.
John Levack and Mr. Rajesh Khanna. The Company
Secretary acts as the Secretary of the Committee.
Terms of reference
Keeping in view the increasing requirements for the
equipments and machineries for the Company and its
Group Companies, the scope of work of the Capex
Committee is:
1.
S.
No.
To direct the Capital Expenditure for whole of the
Moser Baer India Limited's Group Companies up to
the following limits:
Business
Unit/Division
1
Blank Optical
US$ 5
Media, Media
million or
& Entertainment
more
Services: All Assets
G. STRATEGIC FINANCE COMMITTEE
Composition
Internal CAR
Committee
CAPEX
Committee
Internal CAR
Committee
Upto US$ 5
million
US$
1.5 million
or more
Upto US$
1.5 million
Terms of reference
Unbudgeted
2(a) Home
US$ 2.5
Entertainment:million or
All Intangible
more
Assets (Catalogue,
New films copy
rights and maketing
& distribution
rights)
Upto US$ 2.5 US$ 1.5
million
million or
more
US$ 1.5
million
2(b) Home
Entertainment:
- Film production
and Satellite
related
Upto US$
1.25 million
Upto US$
0.75 million
US$ 1.25
million or
more
The Banking and Finance Committee identifies the fundbased and non-fund based requirements of the Company
and approves the availing of these facilities from Banks
and Financial Institutions, as and when the need arises,
within the limits sanctioned by the Board. The Banking
and Finance Committee also authorize the officials of the
Company to execute the routine documents on behalf of
the Company.
Mr. Deepak Puri is the Chairman of the Committee. Other
members of the Committee are Mr. Ratul Puri and Mr.
Vinayshil Gautam. The Company Secretary acts as the
Secretary of the Committee.
Budgeted
CAPEX
Committee
Terms of reference
US$ 0.75
million or
more
2.
To review and approve the expansion plans in line
with the Group Companies Business Strategy.
3.
To review and approve the Annual CAPEX Budget for
the whole of the Group Companies of Moser Baer
India Limited.
4.
To monitor the progress of major Capital projects
versus the Annual Business Plan on a quarterly basis.
5.
To review and Approve individual Capital
Appropriation Request (CAR) for large projects in
excess of US$ 5 million per program.
6.
To review CARs < US$ 5 million and > US$ 1 million
on a quarterly basis.
F. BANKING AND FINANCE COMMITTEE
The Strategic Finance committee identifies various options
for restructuring the liabilities of the Company, including
existing debt through various initiatives such as early
redemptions/ repurchase/ resetting the conversion price of
the outstanding FCCBs of the Company through private
arrangements or tender offers or a combination thereof, as
may be permitted by applicable law, provided however that
such initiatives for liability restructuring may involve
utilisation of amount not exceeding USD 46 Million.
H. CORPORATE SOCIAL RESPONSIBILITY
COMMITTEE
Composition
Mr. Deepak Puri is the Chairman of this Committee. The
other members of the Committee are Mrs. Nita Puri, Mr.
Rajesh Khanna and Mr. Bernard Gallus.
Scope of work and powers of the Committee are as
follows:
(a) To interpret the organizational CSR objectives and
set up specific goals to be achieved towards these
objectives.
(b) To make periodical appraisal of CSR initiatives.
(c) To decide about resource allocation for each of the
focus areas from its corpus.
Composition
(d) To prepare and place before the Board, the CSR
Annual Report.
Mr. Deepak Puri is the Chairman of the Committee. Other
members of the Committee are Mrs. Nita Puri and Mr.
(e) To prepare and lay before the Board 'the Action Plan'
for the ensuing year.
a n n u a l r e p o r t 0 8 / 0 9
(f)
To set up a Trust, to contribute to the trust such funds
as may be required from the overall corpus for CSR
activity.
(g) To appoint the Standing Committees and other
Committees or sub- Committees, as may be
necessary from time to time.
(h) To delegate any or all of its powers to the Chairman of
the Board of Directors, other Committees or SubCommittees duly appointed.
(i)
To select representatives/candidates from among
the members of the Committee for participation in
national and international seminars/conferences,
workshops, study tours and training courses. The
cost shall be borne by the Committee from the CSR
budget. However, in case of the Chairman of the
Board of Directors, the cost shall be borne by the
Company.
4. COMPLIANCE WITH SEBI (PROHIBITION OF
INSIDER TRADING) REGULATIONS, 2002
In pursuance of these regulations, the Company has
formulated Standing Instructions for the Employees and
Directors for dealing in Shares of the Company and these
Standing Instructions were implemented with effect from
9th September, 2002 and duly amended from time to time.
Various forms have been designed to receive periodical
information from the employees and the Directors of the
Company, as required in terms of these regulations.
Further, the Trading Window for dealing in shares of the
Company has been closed for the Directors and
employees of the Company as per the following details: -
Dates of closure to trading
window
Purpose of closure
Date of Board Meeting for
considering the reserved matter
Tuesday, 15th April, 2008 to
Thursday, 1st May, 2008
Consideration of un-audited financial results
for the quarter ended 31st March, 2008.
Wednesday, 30th day of
April, 2008
Wednesday, 16th July, 2008 to
Friday, 1st August, 2008
Consideration of un-audited financial results
for the quarter ended 30th June, 2008
Thursday, 31st day of
July, 2008
Friday, 10th October, 2008 to
Saturday, 25th October, 2008
Consideration of un-audited financial results
for the quarter ended 30th September, 2008.
Friday, 24th day of
October, 2008
Thursday, 15th January, 2009 to
Saturday, 31st January, 2009
Consideration of un-audited financial results
for the quarter ended 31st December, 2008.
Friday, 30th day of
January 2009
5. PARTICULARS OF ANNUAL GENERAL MEETINGS AND EXTRAORDINARY GENERAL METINGS HELD
DURING THE LAST THREE YEARS
General Meeting
Date
Time
Venue
Special Resolutions passed
Annual General
Meeting
19/07/2006
9.30 A.M.
FICCI Golden Jubilee
Auditorium, Federation
House, Tansen Marg,
New Delhi- 110 001
a) To pay a remuneration of Rs. 50,00,000
p.a to Mrs. Nita Puri, whole-time
Director.
b) Re-appointment of Mr. Deepak Puri,
Managing Director for a period of five
years w.e.f 1st September, 2006
c) Re-appointment of Mrs. Nita Puri,
whole-time Director for a period of
five years w.e.f 1st December, 2006
d) Re-appointment of Mr. Ratul Puri,
Executive Director for a period of five
years w.e.f 1st October, 2006
e) Taking note of maximum period within
which options shall be vested in
respect of Directors' Stock Options
Plan of the Company.
80/81
General Meeting
Annual General
Meeting
Date
15/06/2007
Time
Venue
Special Resolutions passed
9:30 A.M.
FICCI Golden Jubilee
Auditorium, Federation
House, Tansen Marg,
New Delhi- 110 001
a) To issue of FCCBs/ GDRs/ ADRs and/or
Equity Shares through depository
receipt mechanism and/or other
financial instruments convertible into
or linked to Equity Shares, etc for a
value upto USD 150 million.
b) To increase the remuneration of Mrs.
Nita Puri, Whole-time Director to Rs.
5,750,000.
c) To consider the matter relating to
increasing the number of Equity
Shares to be issued under DSOP-2005
of the Company to 10,00,000.
d) To consider the matter relating to
capitalizing of reserves of the
Company to issue Bonus Equity
Shares in the ratio of 1:2.
e) To consider the matter relating to
alteration of Articles of Association of
the Company.
Annual General
Meeting
23/07/2008
9:30 A.M.
FICCI Golden Jubilee
Auditorium, Federation
House, Tansen Marg,
New Delhi- 110 001
a) To issue under the Employees' Stock
Option Scheme of the company, such
number of Equity Shares in the
company within the aggregate limit of
6,930,063 Equity Shares (4,400,000
original options and 1,530,063 Bonus
stock options), as may be decided by
the Board, to its employees and
Directors (other than Promoter
Directors).
b) To issue under the Employees' Stock
Option Scheme of the company, such
number of Equity Shares in the
company within the aggregate limit of
6,930,063 Equity Shares (4,400,000
original options and 1,530,063 Bonus
stock options), as may be decided by
the Board, to employees and Directors
(other than Promoter Directors) of
subsidiary Companies [Whether Indian
subsidiary or foreign subsidiary of the
Company].
82/83
a n n u a l r e p o r t 0 8 / 0 9
During the Financial Year 2008-09, the following
resolutions were passed through Postal Ballot:
I.
SPECIAL RESOLUTION PASSED THROUGH
POSTAL BALLOT ON 18TH DECEMBER, 2008
To alter the memorandum of association of the company
"RESOLVED THAT pursuant to the provisions of Section
17 of the Companies Act, 1956, consent of the Company
be and is hereby accorded to alter the Main Objects
Clause of the Memorandum of Association of the
Company by introducing Clause number 5 and 6 so that
the amended Main Objects Clause shall now read as
follows:(A) THE MAIN OBJECTS TO BE PURSUED BY THE
COMPANY ON ITS INCORPORATION:
5.
6.
To carry on in India or elsewhere all or any of the
business or businesses to manufacture, develop,
assemble, process, design, buy, sell, import, export,
stores and otherwise deal in all kinds of photovoltaic
cells, modules, systems (including concentrator type
solar cells, modules and systems) including all kinds
of silicon modules, amorphous and crystalline
silicon, systems and such other articles, products,
by-products and things of a character similar or
analogous to the foregoing or any of them or
connected therewith and capable of being used for
or in connection with application of solar power,
whether for lighting, heating, sound,
communications (including telecommunications) or
otherwise for industrial, domestic, agricultural,
defence purposes and any other allied uses by
utilization of and developmental work in the field of
poly silicon, silicon ingot, wafer slicing, copperIndium-Gallium Selenide, Cadmium Telluride, Dye
sensitized solar cells and nano-crystalline solar cells.
To act as principal, agent, contractor, lessor,
consultant, manufacturer, service provider or
otherwise provide services on job work basis in the
field of all kinds of photovoltaic cells, modules,
systems (including concentrator type solar cells,
modules, silicon modules and systems) and such
other articles, products, by-products and things of a
character similar or analogous to the foregoing or
any of them or connected therewith and capable of
being used for or in connection with application of
solar power, whether for lighting, heating, sound,
communications (including telecommunications) or
otherwise for industrial, domestic, agricultural or
defence purposes and any other allied uses."
Details of Voting Pattern
Particulars
For
Against
Total
Number of
Ballot Papers
Number of
Votes
Percentage
271
3
274
9,320,851
203
9,321,054
99.9997
0.03
100.00
The Resolution has, therefore, been approved by the
shareholders with the requisite majority.
II.
ORDINARY RESOLUTION PASSED THROUGH
POSTAL BALLOT ON 31ST JULY, 2008
To hive off entertainment division of the company to
Moser Baer Entertainment Limited.
"RESOLVED THAT pursuant to Section 293(1)(a) of the
Companies Act, 1956 ("Companies Act") and other
applicable provisions, if any, of the Companies Act, and
the Articles of Association of the Company and subject to
such other approvals and permissions as may be
required, consent of the Company be and is hereby
accorded to the Board of Directors of the Company
("Board") to transfer, sell and dispose off its entertainment
division business as a going concern on a slump sale
basis to Moser Baer Entertainment Limited, for a lump
sum consideration upto Rs.2500 Million (Rupees Twenty
Five hundred Million only) on such terms and conditions
and with effect from such date and in such manner as
may be decided by the Board.
RESOLVED FURTHER THAT the Board, be and are hereby
authorized and empowered, on behalf of the Company, to
do or cause to be done all such acts, deeds, things and
matters, as may be necessary, and also incidental thereto
to give effect to this resolution which include, to finalize,
sign and/or execute any document(s)/ agreement(s),
other deeds or writings, and affixing the common seal of
the Company on such paper/s, as may be necessary, as
per the provisions of the Articles of Association of the
Company".
Details of Voting Pattern
Particulars
For
Against
Total
Number of
Ballot Papers
Number of
Votes
Percentage
286
11
297
27,552,448
1,330
27,553,778
99.95
0.05
100.00
The Resolution has, therefore, been approved by the
shareholders with the requisite majority.
Person who conducted the postal ballot exercise:
The Company had appointed Mr. D.P. Gupta, Practicing
Company Secretary as the Scrutinizer for conducting the
postal ballot process in a fair and transparent manner.
Procedure to carry out the postal ballot:
The respective Notices under Section 192A (2) of the
Companies Act, 1956, were sent to all shareholders for
obtaining the consent of the shareholders. Mr. D.P. Gupta,
scrutinizer, had carried out the scrutiny of all the postal
ballot forms received from the shareholders and
submitted his report to the Board of Directors of the
company.
6. DISCLOSURES
a)
The details of the publications
of the financial results in the
year under review are as under:
Publication Date
Audited financial results for
the year ended on
March 31, 2008
24th day of
May, 2008
Unaudited financial results for
the first quarter ended
June 30, 2008
2nd day of
August, 2008
Unaudited financial results for
the second quarter ended on
September 30, 2008
26th day of
October, 2008
Unaudited financial results for
the third quarter ended
December 31, 2008
1st day of
February, 2009
Unaudited financial results for
the fourth quarter ended on
March 31, 2009
1st day of
day of May, 2009
Disclosures on materially significant related party
transactions, i.e. transactions of the Company of
material nature, with its Promoters, Directors or the
management, their subsidiaries or relatives, etc. that
may have potential conflict with the interest of the
Company at large - NIL.
b)
b)
Disclosure of accounting treatment, if different, from
that prescribed in Accounting standards with
explanation -Not applicable.
The Company also ensures that these results are
promptly and prominently displayed on the
Company's website:- www.moserbaer.in
c)
c)
Details of non-compliance by the Company,
penalties, strictures imposed by Stock Exchange or
SEBI or any statutory authority, on any matter related
to capital markets, during the last three years- NIL.
The Company also complies with SEBI regulations
regarding filing of its financial results under the
EDIFAR system.
d)
The Company's official news releases are also
displayed on the Company's web site.
e)
Management Discussion and Analysis Report (MD &
A) is a part of the Annual Report of the Company for
the year 2008-09.
d)
Mr Ratul Puri, Executive Director is a son of Mr
Deepak Puri, Managing Director and Mrs Nita Puri,
wholetime Director is a wife of Mr Deepak Puri,
Managing Director.
7. MEANS OF COMMUNICATION
a)
The Company ensures that its quarterly and annual
financial results are sent to the concerned Stock
Exchanges immediately after the same have been
considered and taken on record by the Board of
Directors. The Company also ensures that its
quarterly financial results are also published in any of
the following newspapers:
(i) The Economic Times.
(ii) Business Standard
(iii) The Times of India.
(iv) The Financial Times
(v) The Financial Express
(vi) The Pioneer
(vii) Mumbai Mirror
(viii) Hindu Business Line
(ix) Hindustan Hindi
(x) Veer Arjun
(xi) Navbharat Times.
(xii) Jan Satta
8. CODE OF CONDUCT
As per Clause 49 of the listing agreement, the company
has formulated a Code of Conduct each for the Directors
and Senior Management and the same have been placed
on the website of the Company. The declaration of the
Managing Director regarding the compliance with the
Codes of Conduct by Directors and the senior managerial
personnel is given in the Annual Report.
9. GENERAL SHAREHOLDER INFORMATION
a)
26TH ANNUAL GENERAL MEETING
Date : 8.09.2009
Time : 9.30 AM
Venue : FICCI Auditorium, New Delhi
b)
FINANCIAL CALENDAR :
1st April to 31st March
c)
BOOK CLOSURE :
7th September, 2009 (Monday) To 8th September,
2009 (Tuesday)
84/85
a n n u a l r e p o r t 0 8 / 0 9
d)
DIVIDEND PAYMENT DATE:
e) LISTING
The dividend for the year 2008-09 as recommended
by the Directors and if declared at the forthcoming
Annual General Meeting, will be paid on or before 7th
October, 2009 (Wednesday) to those members
whose names appear:A.
B.
The Equity Shares of the Company are listed at the
following Stock Exchanges:
i) Bombay Stock Exchange Limited at Phiroze
Jeejeebhoy Towers, Dalal Street, Mumbai- 400
001.
as beneficial owners as at the closure of
business hours on 8th September, 2009. as per
the list being furnished by National Securities
Depository Limited and Central Depository
Services (India) Limited in respect of the shares
held in electronic form, and
as members in the Register of Members of the
Company as at the closure of business hours on
8th September, 2009
ii) National Stock Exchange of India Limited at
'Exchange Plaza', Bandra - Kurla Complex, Bandra
(East), Mumbai- 400 051.
The Company has paid the Annual Listing Fees for the
year 2009-10 to Bombay Stock Exchange Limited and
to National Stock Exchange of India Limited
f)
STOCK CODE
i) Bombay Stock Exchange is: 517140
ii) National Stock Exchange is: MOSERBAER
g) TOP TEN SHAREHOLDERS AND THE SHAREHOLDERS HOLDING MORE THAN 1% OF SHARE CAPITAL
Top Ten Shareholders of the Company as on 31st March, 2009
S. No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Name of the Shareholders
Woodgreen Investments Ltd.
Mr. Ratul Puri
International Finance Corporation
Electra Partners Mauritius Ltd.
Ealing Investments Ltd.
Bloom Investments Ltd.
Randall Investments Ltd.
HSBC Global Investment Fund A/c HSBC Global
Investments Funds Mauritius Limited
Winterfall Ltd.
Mr. Deepak Puri
No. of Shares
% of Shares
22,050,000
16,143,753
15,076,791
9,960,345
9,600,000
9,600,000
9,600,000
13.10
9.59
8.96
5.92
5.70
5.70
5.70
8,664,000
5,849,572
5,762,973
5.15
3.48
3.42
Shareholders holding 1% and more shares as on 31st March, 2009
S. No. Name of the Shareholders
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
No. of Shares
Woodgreen Investments Ltd.
22,050,000
Mr. Ratul Puri
16,143,753
International Finance Corporation
15,076,791
Electra Partners Mauritius Ltd.
9,960,345
Ealing Investments Ltd.
9,600,000
Bloom Investments Ltd.
9,600,000
Randall Investments Ltd.
9,600,000
HSBC Global Investment Fund A/c HSBC Global
Investments Funds Mauritius Limited
8,664,000
Winterfall Ltd.
5,849,572
Mr. Deepak Puri
5,762,973
ELM International Limited
5,634,855
Standstone Capital India Master Fund Limited
4,289,440
Mrs. Nita Puri
3,434,631
Reliance Capital Trustee Company Limited A/c Reliance Growth Fund
3,055,099
The Master Trust Bank of Japan Ltd. A/c HSBCINDIAN Equity Mother Fund 3,000,000
Lehman Brothers Investment Management Company Limited
2,388,565
Talma Chemical Industries Pvt. Ltd.
1,945,298
% of Shares
13.10
9.59
8.96
5.92
5.70
5.70
5.70
5.15
3.48
3.42
3.35
2.55
2.04
1.82
1.78
1.42
1.16
g)
STOCK PRICE DATA
Stock Market Data at BSE and NSE for the period 1st April, 2008 to 31st March, 2009
Monthly high and low quotations of shares traded at Bombays Stock Exchange Ltd. (BSE) and National Stock Exchange
Ltd. (NSE) are as follows: MONTHS
NSE
Lowest
Highest
Lowest
April, 2008
196.50
149.00
196.50
149.30
May, 2008
201.30
165.00
201.05
165.25
June, 2008
185.50
120.00
185.00
120.10
July, 2008
128.80
88.15
129.05
88.20
August, 2008
106.45
87.90
106.20
87.80
September, 2008
139.90
93.25
139.90
90.00
October, 2008
136.80
55.00
136.80
55.00
November, 2008
85.40
50.05
85.10
50.05
December, 2008
75.90
50.10
76.00
50.05
January, 2009
85.20
59.00
85.25
55.30
February, 2009
65.70
49.15
65.50
49.25
March, 2009
54.45
41.10
54.55
40.10
STOCK PERFORMANCE IN COMPARISON TO NSE INDEX (S&P CNX 500):-
Moser Baer India Ltd. Vs NSE (S&P CNX 500)
220.00
1.6
200.00
1.4
180.00
1.2
160.00
1.0
140.00
120.00
0.8
100.00
0.6
80.00
0.4
60.00
40.00
0.2
4/
1/
2
4/ 00 8
11
/2
4/ 0 08
25
/2
0
5/ 08
8/
20
0
5/
21 8
/2
0
6/ 0 8
2/
2
6/ 0 0 8
12
/2
6/ 0 0 8
24
/2
0
7/ 08
4/
2
7/ 0 0 8
16
/2
7 / 00 8
28
/2
0
8/ 0 8
7/
2
8/ 0 0 8
20
/2
0
9/ 08
1/
2
9/ 0 0 8
12
/2
9 / 00 8
24
/2
1 0 00 8
/7
/
10 2 0 0
8
/2
0/
10 2 0 0
8
/3
1/
11 2 00
8
/1
2/
11 2 0 0
8
/2
5/
2
12 0 0 8
/8
/
12 2 0 0
8
/1
9/
20
1 / 08
1/
2
1/ 0 0 9
14
/2
1 / 00 9
27
/2
0
2 / 09
6/
2
2/ 0 0 9
18
/2
0
3/ 09
3/
20
0
3/
17 9
/2
3/ 0 0 9
27
/2
00
9
h)
BSE
Highest
MBI Closing
MBI/NSE Relative
86/87
a n n u a l r e p o r t 0 8 / 0 9
DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH, 2009
i)
No. of Equity Shares held
No. of shareholders
%age of shareholders
No. of shares
75,291
99.43%
14,732,585
8.75%
5,001 to 10,000
206
0.27%
1,493,830
0.89%
10,001 to 20,000
88
0.12%
1,278,892
0.76%
20,001 to 30,000
27
0.04%
656,674
0.39%
30,001 to 40,000
15
0.02%
530,211
0.32%
40,001 to 50,000
14
0.02%
625,490
0.37%
50,001 to 100,000
27
0.04%
1,797,212
1.07%
100,001 & above
51
0.07%
1,47,191,210
87.45%
75,719
100
1,68,306,104
100
Upto 5,000
Total
j)
REGISTRAR AND SHARE TRANSFER AGENTS
viii) Recording of transfer of shares in the computer
system.
MCS Limited is the Registrar & Share Transfer Agent of
the Company and its office is located at F- 65, Ist Floor,
Okhla Industrial Area, Phase- I, New Delhi - 110 020.
Contact Person is Mr. Anirudh Mitra. He can be contacted
at the following numbers:Phone numbers : (011) 41406149/ 41406151/
41406152/ 41709885/ 41609386
Fax number
: (011) 41709881
E-mail address : [email protected]
k)
ix)
Endorsement and signatures on the reverse side
of the share certificates.
x)
Generation of covering letters for the transferred
share certificates and dispatch of transferred
share certificates, objection memos and notices
by registered post.
Following is the procedure for dematerialization of shares -
SHARE TRANSFER SYSTEM
The application for transfer, transmission and
transposition of shares are received by the Company
at its registered office or at the office of Registrars
and Share Transfer Agent- M/s. MCS Limited.
i)
Entry of the share certificates and the
dematerialization request form in the computer.
ii)
Scrutiny of the share certificates and the
dematerialization request form in the computer.
iii)
Tallying of signature of the shareholder on the
dematerialization request form with the
specimen signature available with the Registrar
and Share Transfer Agent.
Following is the procedure of transfer of physical
share certificates:i)
%age of shares
Entry of share certificate details and particulars
of the transferee in the computer on receipt
thereof in the office.
iv)
Data entry of dematerialization request forms.
v)
Generation of checklist.
ii)
Scrutiny of transfer deeds.
vi)
iii)
Tallying of transferor's signature with the
specimen signature available with the Registrar
and Share Transfer Agent.
Change of shares from physical to
dematerialized mode.
vii) Send confirmation to NSDL and CDS(I)L.
iv)
Data entry of transfer deeds.
v)
Preparation of objection memos and notices in
respect of un-transferred shares.
vi)
Generation of checklist for valid transfer deeds.
vii) Correction of data in the computer system on
the basis of changes marked in the checklist.
l)
DEMATERIALISATION OF SHARES AND LIQUIDITY
The Equity Shares of the Company are actively traded
at major Stock Exchanges in dematerialized mode.
As on 31st March 2009, 93.24% of the shares were
held in dematerialized mode by 96.58% of the total
shareholders of the Company.
j)
PLANT LOCATIONS
i)
ii)
66, NSEZ, Noida, District- Gautam Budh Nagar
U.P.
A-164, Sector 80 Noida- II, Distt. Gautam Budh
Nagar U.P.
iii) 66, Udyog Vihar Industrial Area, Greater Noida,
U.P.
k)
l)
As on 31st March, 2009, no convertible securities
including Global Depositary Receipts were
outstanding for conversion into an equal number of
Equity Shares.
9.
Compliance with mandatory and non-mandatory list of
items:Your Company ensures that it complies with all the
mandatory list of items mentioned in the corporate
governance clause. It will endeavor, in future, to comply
with the following non-mandatory list of items provided in
the corporate governance clause; wherever applicable
1.
All correspondence regarding transfer and
dematerialization of share certificates should be
addressed to our Registrar and Share Transfer
Agent - MCS Limited located at F- 65, Ist Floor, Okhla
Industrial Area, Phase- I, New Delhi - 110 020.
2.
ii)
3.
For any other information, the shareholders may
contact the Company Secretary at the
Registered Office of the Company located at 43B, Okhla Industrial Estate, New Delhi 110020.
Telephone numbers: (011) 40594444,
Fax numbers: (011) 41635211/26911860
E-mail address: [email protected]
a.
In terms of the provisions of Section 205C of the
Companies Act, 1956, unclaimed equity dividend for
the year 1995-96, 1996-97, 1997-98 and 1998-99,
1999-2000 and 2000-2001 has been transferred to
the Investor Education and Protection Fund.
b.
The Company will transfer the amount remaining
unpaid in its dividend account for the year 2001-2002
to the Investor Education and Protection Fund by
Tuesday, 1st December, 2009. Those members who
have not yet encashed their dividend warrants for the
said year may refer the matter along with relevant
details to the Company Secretary at the Registered
Office of the Company located at 43-B, Okhla
Industrial Estate, New Delhi-110020 latest by
Monday, 2nd November, 2009 to claim their unpaid
dividend.
Shareholder's Rights
The Company publishes its quarterly results in the
leading newspapers and regularly uploads the
results at the EDIFAR of SEBI. Further, it always
ensures to regularly update the financial statements
and key events on its website. However, the
Company does not send the declaration of the half
yearly financial performance or a summary of
significant events to the each shareholder of the
Company.
Following are the contact nos.:-
8. OTHER INFORMATION
Remuneration Committee
The Board has constituted a Compensation
Committee of the Company comprising majority of
Independent Directors, all of whom are nonexecutive Directors and the Chairman is an
independent Director, for determining remuneration
packages for Executive Directors.
Following are the contact numbers:
Telephone numbers - (011) 41406149/
41406151/ 41406152/ 41709885/ 41609386
Fax number - (011) 41709881
E-mail address - [email protected]
The Chairman of the Board
The Chairman of the Company is an Executive
Director thus, the entitlement to maintain Chairman's
office at the Company's expense and further
reimbursement of expenses incurred in performance
of his duties is not applicable to the Company.
ADDRESS FOR CORRESPONDENCE
i)
ADOPTION OF NEW CORPORATE GOVERNANCE
CLAUSE
4.
Postal Ballot
The company believes that the shareholders, who
are unable to attend the meetings, do also vote on
matters required the approval of the shareholders of
the Company. As elaborately mentioned above,
certain matters reserved for postal ballot as per
listing agreement are passed through vote by postal
ballot during the period under review.
5.
Audit Qualifications
The report of Statutory Auditors' of the Company is
attached to the financial statements of the Company.
The Company has always strived and achieved the
regime of unqualified Auditors Report.
88/89
a n n u a l r e p o r t 0 8 / 0 9
6.
7.
Training of Board Members
COMPLIANCE WITH THE CODE OF ETHICS
The Company endeavors to organize training
programme for its Board members
This is to certify that, to the best of my knowledge and
belief, for the financial year ended on 31st March, 2009, all
Board members and Senior Management Personnel have
affirmed compliance with the code of ethics for Directors
and Senior Management respectively.
Mechanism for evaluating Non-Executive Board
members.
The performance evaluation of Non-Executive
Directors will be done in the due course of time.
8.
Whistle Blower Policy:
The Company has formulated a code of conduct for
its Directors and senior managerial personnel which
allows them to report any matter relating to unethical
conduct or conflict of interest to their immediate
supervisor. However, the Company does not have
any formal whistle blower policy but the employees
are free to report any matter relating to misconduct
to their superiors.
COMPLIANCE WITH THE CODE OF ETHICS
Good corporate governance ultimately requires people of
integrity. A code of conduct is an effective way to guide
the behavior of directors and Senior Management
Personnel to demonstrate the commitment of the
company to ethical practices. The Code has been
circulated to all the members of the Board and Senior
Management and the compliance of the same has been
affirmed by them. A declaration signed by the Managing
Director to this effect is provided hereinafter:
Place : New Delhi
Date : 08.07.09
Sd/Deepak Puri
Chairman and Managing Director
MANAGING DIRECTOR AND GROUP CHIEF FINANCIAL OFFICER CERTIFICATION
We, Deepak Puri, Managing Director and Yogesh Mathur, Group CFO of Moser Baer India Limited certify to the Board that:
(a) We have reviewed financial statements and the cash flow statement for the financial year ended on 31st March, 2009,
and that to the best of their knowledge and belief:
(i)
these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
(ii) these statements together present a true and fair view of the company's affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which
are fraudulent, illegal or violative of the company's code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have
evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have
disclosed to the auditors and Audit Committee, deficiencies in the design or operation of such internal controls, if any,
of which they are aware and the steps we have taken or propose to take to rectify these deficiencies.
(d) We have indicated to the auditors and the Audit committee:(i)
significant changes, if any, in internal control over financial reporting during the year:
During the financial year ended on 31st March, 2009, there were no significant changes in internal control over
financial reporting.
(ii) significant changes, if any, in accounting policies during the year and that the same have been disclosed in the
notes to the financial statements.
During the financial year ended on 31st March, 2009, except for the accounting policy change referred to in
Accounting policy note 10, Part A of Schedule 22 of the audited financial statements of the Company for the year
2008-09, there were no significant changes in accounting policies.
(iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the company's internal control system over financial
reporting.
During the financial year ended on 31st March, 2009, there were no instances of the above nature.
Date : 8th July, 2009
Place : New Delhi
Sd/-
Sd/-
Deepak Puri
Managing Director
Yogesh Mathur
Group CFO
a n n u a l r e p o r t 0 8 / 0 9
AUDITOR'S CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE
GOVERNANCE
To the Members of Moser Baer India Limited
We have examined the compliance of conditions of Corporate Governance by Moser Baer India Limited, for the year ended
March 31, 2009, as stipulated in Clause 49 of the Listing Agreement(s) of the said Company with stock exchange(s) in India.
The compliance of conditions of Corporate Governance is the responsibility of the Company's management. Our
examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated
in Clause 49 of the Listing Agreement), issued by the Institute of Chartered Accountants of India and was limited to
procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement(s).
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
Place : Gurgaon
Date : 30th July, 2009
Anuradha Tuli
Partner
Membership No:F-85611
For and on behalf of
Price Waterhouse
Chartered Accountants
90/91
AUDITORS' REPORT TO THE MEMBERS OF MOSER BAER INDIA LIMITED
1.
We have audited the attached Balance Sheet of Moser Baer India Limited as at March 31, 2009, and the related Profit
and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed
under reference to this report. These financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on our audit.
2.
We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
3.
As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report)
(Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of
'The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of the books and records of the company
as we considered appropriate and according to the information and explanations given to us, we further report that:
(i)
(a) The Company is maintaining proper records showing full particulars including quantitative details and situation of
fixed assets.
(b) The fixed assets are physically verified by the management according to a phased programme designed to cover
all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the
Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been
physically verified by the management during the year and no material discrepancies between the book records
and the physical inventory have been noticed.
(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has
not been disposed of by the Company during the year.
(ii)
(a) The inventory (excluding stocks with third parties) has been physically verified by the management during the
year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our
opinion, the frequency of verification is reasonable.
(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable
and adequate in relation to the size of the Company and the nature of its business.
(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper
records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records
were not material.
(iii) The Company has not taken/granted any loans, secured or unsecured, from/to companies, firms or other parties
covered in the register maintained under Section 301 of the Act. As the Company has not taken/granted any loans,
secured or unsecured, from/to companies, firms or other parties covered in the register maintained under Section 301
of the Act, clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f) and (iii)(g) of paragraph 4 of the Companies (Auditor's Report) Order, 2003,
as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 are not applicable to the Company for the
current year.
(iv) In our opinion and according to the information and explanations given to us, having regard to the explanation that
certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining
comparative quotations, there is an adequate internal control system commensurate with the size of the Company
and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services.
Further, on the basis of our examination of the books and records of the Company, and according to the information
and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct
major weaknesses in the aforesaid internal control system.
92/93
a n n u a l r e p o r t 0 8 / 0 9
(v)
(a) According to the information and explanations given to us, there have been no contracts or arrangements
referred to in Section 301 of the Act during the year to be entered in the register required to be maintained under
that Section. Accordingly, commenting on transactions made in pursuance of such contracts or arrangements
does not arise.
(b) As there are no contracts or arrangement referred to in section 301 of the Act that need to be entered in the
register to in section 301 of the Act during the year to be entered in the register required to be maintained under
that section. Accordingly, commenting on transactions made in pursuance of such contracts or arrangements
does not arise.
(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act
and the rules framed there under.
(vii) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.
(viii) The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section
(1) of Section 209 of the Act for any of the products of the Company.
(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, in our
opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund,
investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth tax, service
tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate
authorities except an amount of Rs 7,116,392 towards value added tax which was outstanding for more than
six months as at the year end and have been deposited subsequent to the year end.
(b) According to the information and explanations given to us and the records of the Company examined by us, the
particulars of dues of income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty and cess as at
March 31, 2009 which have not been deposited on account of a dispute, are as follows Name of the
statute
Tax on Entry of
Goods Act, 2000
Nature of dues
Entry tax imposed on
purchase of capital goods
Amount
(Rs.)
Period to
which the
amount relates
Forum where the
dispute is
pending
106,059,645
1999-01
Supreme Court of India
Entry tax imposed on
purchase of diesel and cement
13,789,964
(1,255,028)
2004-05
High Court, Lucknow
Entry tax imposed on
purchase of diesel and cement
960,678
(686,502)
2003-04
Trade Tax Tribunal, Noida
Entry tax imposed on
purchase of diesel and cement
1,994,006
2005-06
Joint Commissioner,
Noida
Central Excise Act, Excise duty levied on the amount
1944 and Customs of royalty charges for replicating
Act, 1962
CD-ROM.
2,255,310
(500,000)
2001-02
Customs, Excise and
Service Tax Appellate
Tribunal
Customs duty levied on import of
aluminium sheets, toughened
glass, steel doors etc.
1,841,000
1999-00
Supreme Court of India
420,627,008
2006-07
2007-08
Commissioner, Customs
and Excise, Noida
9,749,862
2008-09
Specified Officer, SEZ
Customs
824,004
2000-02
Commissioner (Appeals),
Customs & Central
Excise, Noida
64,247,396
2000-02
2003-04
Commissioner, Customs
& Central Excise, Noida
Additional Customs duty levied on
sales from Export Oriented Unit to
Domestic Tariff Area
Export Duty demand on duty free
Steel procured by MBIL SEZ from DTA
Service Tax
(Finance Act,
1994)
Service tax levied on services
provided by foreign supplier
Name of the
statute
Nature of dues
Amount
(Rs.)
Period to
which the
amount relates
Forum where the
dispute is
pending
5,440,788
1999-00
Deputy Commissioner,
Customs & Central Excise,
Noida
Service Tax paid on Intellectual
Property Rights being availed as
cenvat credit
63,316,764
2005-06
Commissioner, Customs
& Central Excise, Noida
Central Sales Tax
Act, 1956
Central Sales Tax
51,081,569
(4,597,150)
2003-04
2004-05
2006-07
Joint Commissioner,
(Appeals), Noida
UP Trade Tax Act,
1948
Local Sales Tax
Income Tax Act,
1961
Demands under section 201/201(1A)
19,855,153
2005-06
Joint Commissioner, Noida
1,557,611
2004-05
2006-07
Joint Commissioner,
(Appeals), Noida
1,750,579
2005-06
Joint Commissioner, Noida
62,731,147
(34,500,000)
A.Y. 2004-05
to 2007-08
Commissioner of Income
Tax (Appeals)
Notes:
1. The above details exclude Departmental Appeals to higher authorities as there is no stay on the order of lower
authority favouring the Company and the amount is not ascertainable.
2. The figures in brackets represent amount deposited under protests and demands shown against them are net of
such deposits.
(x)
The Company has no accumulated losses as at March 31, 2009 and it has not incurred any cash losses in the financial
year ended on that date or in the immediately preceding financial year.
(xi)
According to the records of the Company examined by us and the information and explanation given to us, the
Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the
balance sheet date.
(xii)
The Company has not granted any loans and advances on the basis of security by way of pledge of shares,
debentures and other securities.
(xiii) The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/societies are not applicable
to the Company.
(xiv) In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.
(xv)
In our opinion and according to the information and explanations given to us, the terms and conditions of the
guarantees given by the Company, for loans taken by others from banks or financial institutions during the year, are
not prejudicial to the interest of the Company.
(xvi) In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have
been applied for the purposes for which they were obtained.
(xvii) On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the
information and explanations given to us, there are no funds raised on a short-term basis which have been used for
long-term investment.
(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register
maintained under Section 301 of the Act during the year.
a n n u a l r e p o r t 0 8 / 0 9
(xix) As the Company has not issued any debentures during the year and no debentures are outstanding as at the year
end, clause (xix) of paragraph 4 of the Companies (Auditor's Report) Order, 2003, as amended by the Companies
(Auditor's Report) (Amendment) Order, 2004 is not applicable to the Company for the current year.
(xx)
The management has disclosed the end use of money raised by public issues (Refer Note 17(b) of Schedule 22 PartB) and the same has been verified by us.
(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the
generally accepted auditing practices in India, and according to the information and explanations given to us, we
have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have
we been informed of such case by the management.
4.
Further to our comments in paragraph 3 above, we report that:
(a)
We have obtained all the information and explanations, which to the best of our knowledge and belief were
necessary for the purposes of our audit;
(b)
In our opinion, proper books of account as required by law have been kept by the company so far as appears from our
examination of those books;
(c)
The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with
the books of account;
(d)
In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply
with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;
(e)
On the basis of written representations received from the directors, as on March 31, 2009 and taken on record by the
Board of Directors, none of the directors is disqualified as on March 31, 2009 from being appointed as a director in
terms of clause (g) of sub-section (1) of Section 274 of the Act;
(f)
In our opinion and to the best of our information and according to the explanations given to us, the said financial
statements together with the notes thereon and attached thereto give in the prescribed manner the information
required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in
India:
(i)
in the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2009;
(ii)
in the case of the Profit and Loss Account, of the loss for the year ended on that date; and
(iii)
in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
Place: New Delhi.
Date: July 08, 2009
Anuradha Tuli
Partner
Membership Number F-85611
For and on behalf of
Price Waterhouse
Chartered Accountants
94/95
MOSER BAER INDIA LIMITED
BALANCE SHEET AS AT MARCH 31, 2009
Schedule
As at 31.03.2009
Rs.
As at 31.03.2008
Rs.
1,683,061,040
15,150,682,294
1,682,311,040
18,013,183,183
16,833,743,334
19,695,494,223
14,875,284,907
8,548,817,760
16,124,959,395
10,048,336,904
-
91,604,469
40,257,846,001
45,960,394,991
47,570,542,615
23,174,191,659
24,396,350,956
1,671,479,500
26,067,830,456
45,083,565,754
18,427,656,720
26,655,909,034
1,720,931,582
28,376,840,616
6
2,770,121,690
3,708,932,454
7
8
9
10
11
6,296,739,651
3,512,826,982
4,341,547,057
99,120,777
3,837,745,947
18,087,980,414
6,179,827,946
3,150,595,741
6,387,455,317
137,647,723
2,415,750,478
18,271,277,205
5,310,875,158
1,357,211,401
6,668,086,559
11,419,893,855
40,257,846,001
3,672,446,996
724,208,288
4,396,655,284
13,874,621,921
45,960,394,991
SOURCES OF FUNDS:
SHAREHOLDERS' FUNDS:
Capital
Reserves and Surplus
LOAN FUNDS:
Secured Loans
Unsecured Loans
1
2
3
4
Deferred Tax Liability (Net)
(Refer Note 9 of Schedule 22 Part-B)
TOTAL
APPLICATION OF FUNDS:
FIXED ASSETS:
Gross Block
Less: Depreciation
Net Block
Capital Work-in-progress
INVESTMENTS
CURRENT ASSETS, LOANS AND ADVANCES:
Inventories
Sundry Debtors
Cash and Bank
Other Current Assets
Loans and Advances
Less: CURRENT LIABILITIES
AND PROVISIONS:
Current Liabilities
Provisions
5
5
12
Net Current Assets
TOTAL
SIGNIFICANT ACCOUNTING POLICIES AND
NOTES TO ACCOUNTS
This is the Balance Sheet referred to in our
report of even date.
22
The schedules referred to above form
an integral part of the Balance Sheet.
By order of the Board
for and on behalf of MOSER BAER INDIA LIMITED
Anuradha Tuli
Partner
Membership Number-F-85611
For and on behalf of
PRICE WATERHOUSE
Chartered Accountants
Place: New Delhi
Date : July 08, 2009
Deepak Puri
Chairman and
Managing Director
Yogesh Mathur
Group CFO
Ratul Puri
Executive Director
Minni Katariya
Head Legal and
Company Secretary
96/97
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009
Schedule
Year Ended 31.03.2009
Rs.
Year Ended 31.03.2008
Rs.
INCOME:
Gross Sales (Refer Note 2 of Schedule 22 Part-A)
Less: Excise Duty
Net Sales
Services (Refer Note 15 of Schedule 22 Part-B)
Other Income
Increase in stock of Finished Goods,
Work in Progress, Traded Goods and Film Rights
EXPENDITURE:
Purchase of Traded Goods and Film Rights
Cost of Film Production
Raw Materials and Components Consumed
Packing Material Consumed
Stores, Spares and Tools Consumed
Personnel Expenses
Administration & Other Expenses
Interest & Finance Charges
Depreciation/ Amortisation
(Loss) before Exceptional Items and Tax
Exceptional Items
(Loss) before Tax
Tax Expense: (Refer Note 11 of Schedule 22 Part-A)
Current Tax [net of provision written back in respect of
earlier years of Rs. Nil (Previous year Rs. 2,399,128) and
including Wealth Tax Rs 63,213 (Previous Year Rs. 236,361)
and written back Rs. 101,010 for previous year]
Fringe Benefit Tax (Includes Rs. 2,216,212 written back
(previous year Rs. 1,286,727) for previous year)
Deferred Tax (Refer Note 9 of Schedule 22 Part-B)
Net (Loss) after Tax
Add:- Profit carried forward from last year
(Loss)/ Profit available for appropriation
APPROPRIATIONS:
Proposed Dividend:
-on Equity Shares (including Rs. 75,000 (previous year
Rs. 266,751) paid for previous year)
Corporate Tax on Proposed Dividend (including Rs. 12,746
(previous year Rs. 45,334) paid for previous year)
Transferred to General Reserve
Balance carried to Balance Sheet
Total
Earnings Per Share (Face Value of Rs. 10 each)
Basic
Diluted
(Refer Note 13 of Schedule 22 Part-B)
SIGNIFICANT ACCOUNTING POLICIES AND
NOTES TO ACCOUNTS
This is the Profit and Loss Account referred to in our
report of even date.
Anuradha Tuli
Partner
Membership Number-F-85611
For and on behalf of
PRICE WATERHOUSE
Chartered Accountants
Place : New Delhi
Date : July 08, 2009
13
14
15
16
17
18
19
20
21
22,044,956,409
675,201,747
21,369,754,662
441,286,398
21,811,041,060
1,438,135,379
19,581,981,692
656,129,508
18,925,852,184
72,036,610
18,997,888,794
1,219,042,612
195,471,688
23,444,648,127
1,025,059,456
21,241,990,862
1,520,797,811
144,295,501
7,882,894,473
2,192,297,228
762,458,728
2,227,980,276
4,183,621,058
2,053,158,969
4,971,430,515
25,938,934,559
(2,494,286,432)
910,322,202
(1,583,964,230)
557,849,953
17,779,847
7,164,286,143
2,000,195,769
988,103,080
1,893,094,072
3,280,885,764
1,793,571,165
4,315,866,215
22,011,632,008
(769,641,146)
(769,641,146)
(37,797)
(1,581,367)
16,339,398
18,130,666
(91,604,469)
(1,508,661,362)
260,110,876
(1,248,550,486)
2,899,726
(789,090,171)
1,246,335,112
457,244,941
101,058,662
168,497,855
17,174,919
28,636,210
(1,366,784,067)
(1,248,550,486)
260,110,876
457,244,941
(8.96)
(8.96)
(4.70)
(4.70)
22
The schedules referred to above form
an integral part of the Profit and Loss Account
By order of the Board
for and on behalf of MOSER BAER INDIA LIMITED
Deepak Puri
Chairman and
Managing Director
Yogesh Mathur
Group CFO
Ratul Puri
Executive Director
Minni Katariya
Head Legal and
Company Secretary
MOSER BAER INDIA LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2009
Year Ended 31.03.2009
Rs.
Cash flow from operating activities:
Net (Loss) after prior period items and exceptional items but before tax
Year Ended 31.03.2008
Rs.
(1,583,964,230)
(769,641,146)
4,971,430,515
1,968,581,188
(350,264,169)
(2,674,638)
(1,659,886)
21,564,397
12,003,486
161,000,159
(47,473,865)
43,967,441
2,710,915
14,023,862
252,780,000
4,315,866,215
1,746,473,215
(366,052,596)
(6,063,986)
(199,652,336)
(5,023,500)
8,018,215
3,504,621
9,373,975
(34,387,971)
(10,994,000)
(8,986,313)
24,501,334
1,000,000
-
(810,307,914)
(138,426,423)
883,045,592
(910,322,202)
(1,342,735)
(387,593,400)
(3,232,668)
Operating profit before working capital changes
4,484,671,493
4,317,109,659
Adjustments for changes in working capital :
(Increase)/Decrease in Sundry Debtors
(Increase)/Decrease in Other Receivables
(Increase)/Decrease in Inventories
Increase/(Decrease) in Trade and Other Payables
Cash generated from operations
(539,198,112)
(766,495,000)
(119,622,619)
1,781,440,652
4,840,796,414
298,612,074
(592,968,190)
(811,479,309)
(3,852,020)
3,207,422,214
Taxes (Paid) / Received (Net of TDS)
Prior Period Expenses/ (Income) (Net)
Net cash from operating activities
(158,164,874)
1,342,735
4,683,974,275
(133,618,816)
3,232,668
3,077,036,066
(2,909,635,137)
895,870,706
1,511,349,886
(769,763,577)
(609,849,559)
(206,982,059)
321,850,194
(1,767,159,546)
(5,241,009,841)
64,401,904
1,010,500,000
399,023,500
(983,500,000)
(348,690,811)
(1,567,621,561)
(5,100,000)
345,602,906
(6,326,393,903)
Adjustments for:
Depreciation
Interest Expense
Interest Income
(Profit)/ Loss on Fixed Assets sold
(Profit)/ Loss on sale of Investment in Subsidiary Company
(Profit)/ Loss on sale of Current Investments
Debts/ Advances Written off
Provision for Bad & Doubtful Debts
Provision for Doubtful Advances
Liability no longer required written back
Provision for doubtful debts written back
Provision for Gratuity & Leave Encashment
Stock written off
Provision for Warranty Expenses
Provision for Other Probable Obligations
Unrealised foreign exchange loss debited to Foreign Currency
Monetary Item Translation Difference Account
Exchange Gain on sales of Current Investments
Unrealised foreign exchange (gain) /loss
Exceptional Items (Net)
Prior Period Expenses/ (Income) (Net)
Cash flow from Investing activities:
Purchase of fixed assets
Proceeds from Sale of fixed assets
Proceeds from Sale of Investment in Subsidiary Company
Proceeds from Sale of Current Investments
Purchase of Current Investments
Loans and advances to Subsidiary Companies
Investment in Subsidiary Companies
Purchase of investment - Others
Interest Received
Net cash used in investing activities
Contd…
98/99
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2009
Year Ended 31.03.2009
Rs.
Year Ended 31.03.2008
Rs.
Cash flow from financing activities:
Proceeds from issue of share Capital (including Share Premium)
Receipts, excludes (Gain) on account of exchange fluctuation of Rs. Nil
[Previous year Loss Rs. 132,519,341] on reinstatement of foreign currency loan
Receipts, Zero Coupon Foreign Currency Convertible Bonds
Repayment of Long Term Loans
Payment of Zero Coupon Foreign Currency Convertible Bonds
Proceeds from short term borrowings (Net)
Interest Paid
Dividend Paid
Dividend Tax Paid
Issue expenses of Foreign Currency Convertible Bonds
11,415,000
-
121,119,433
3,298,580,500
Net cash used in financing activities
(4,235,201,258)
(638,855,933)
2,028,453,167
(1,952,564,007)
(168,113,616)
(28,603,622)
(966,500)
(4,984,436,769)
6,106,500,000
(3,118,722,025)
2,869,832,547
(1,785,966,121)
(168,146,331)
(28,495,266)
(103,376,854)
7,191,325,883
Net Increase/(Decrease) in Cash & Cash Equivalents
Exchange Gain on Cash & Cash Equivalents
Net Increase/(Decrease) in Cash & Cash Equivalents
(2,067,622,040)
21,713,780
(2,045,908,260)
3,941,968,046
6,601,132
3,948,569,178
Cash and cash equivalents at beginning of the year
6,387,455,317
2,438,886,139
Cash and cash equivalents at end of the year
4,341,547,057
6,387,455,317
Cash and cash equivalents comprise
Cash, Cheques & Drafts (in hand) and Remittances in transit
Fixed Deposits
Balance with Scheduled Banks
Balance with Non-scheduled Banks
41,007,872
3,714,092,479
586,446,706
-
199,658,713
5,957,475,885
229,855,871
464,848
Notes :
1.
The above Cash flow statement has been prepared under the indirect method notified under sub-section 3C of Section
211 of the Companies Act.
2.
Figures in brackets indicate cash outgo.
3.
Previous year figures have been regrouped and recast wherever necessary to conform to the current year classification.
4.
Cash and cash equivalents includes balance in Unpaid Dividend Account Rs. 3,981,486 (Previous Year Rs. 3,791,342) and
in Fixed Deposits Rs. 1,483,511,109 (Previous Year Rs. 768,940,618) under lien, which are not available for use by the
Company. (Refer schedule 9 in the accounts).
5.
The Significant Accounting policies and notes to accounts (Schedule-22) form an integral part of the cash flow
statement.
This is the Cash Flow Statement referred to in our
report of even date.
Anuradha Tuli
Partner
Membership Number-F-85611
For and on behalf of
PRICE WATERHOUSE
Chartered Accountants
Place : New Delhi
Date : July 08, 2009
By order of the Board
for and on behalf of MOSER BAER INDIA LIMITED
Deepak Puri
Chairman and
Managing Director
Yogesh Mathur
Group CFO
Ratul Puri
Executive Director
Minni Katariya
Head Legal and
Company Secretary
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2009
As at 31.03.2009
Rs.
As at 31.03.2008
Rs.
2,075,000,000
2,075,000,000
75,000,000
2,150,000,000
75,000,000
2,150,000,000
168,306,104 (Previous year 168,231,104)
Equity Shares of Rs.10 each fully paid
1,683,061,040
1,682,311,040
TOTAL
1,683,061,040
1,682,311,040
181,440,000
181,440,000
181,440,000
181,440,000
8,618,158,209
10,915,000
8,910,146,987
116,172,343
252,526,052
-
546,206,860
966,500
8,334,425,901
304,784,267
103,376,854
8,618,158,209
-
260,110,876
8,953,474,098
(1,366,784,067)
221,094,421
9,514,244,448
-
250,000
7,365,345,610
560,770,350
8,953,474,098
(730,529,217)
-
15,150,682,294
18,013,183,183
SCHEDULE 1 - CAPITAL:
Authorised:
207,500,000 (Previous Year 207,500,000) Equity Shares of Rs.10 each
750,000 (Previous Year 750,000) Preference Shares of Rs.100 each
Issued, Subscribed and Paid-up:
Note:
25,000 (Previous Year 56,077,035) Equity Shares of Rs. 10 each
issued as fully paid Bonus Shares by capitalisation of General Reserve.
(Refer Note 22 of Schedule 22 Part-B)
SCHEDULE 2 - RESERVES AND SURPLUS:
Capital Reserve:
As per last Balance Sheet
Securities Premium Account:
As per last Balance Sheet
Addition during the year (Refer Note 10 of Schedule 22 Part-B)
Add:- Provision for redemption of Zero Coupon Foreign Currency
Convertible Bonds reversed during the year on repurchase
(Refer Note 17c of Schedule 22 Part-B)
Less:- Provision for redemption of Zero Coupon Foreign Currency Convertible Bonds
Less:- Issue expenses of Zero Coupon Foreign Currency Convertible Bonds
Profit and Loss Account Balance
General Reserve:
As per last Balance Sheet
Add: Transferred from Profit and Loss Account during the year
Less: Debited during the year (Refer Note 18 of Schedule 22 Part-B)
Less: Utilised during the year 25,000 (Previous year 56,077,035)
Equity Shares of Rs. 10 each issued as fully paid Bonus Shares
Foreign Currency Monetary Item Translation Difference Account
TOTAL
100/101
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2009
As at 31.03.2009
Rs.
As at 31.03.2008
Rs.
SCHEDULE 3- SECURED LOANS:
(Refer Note 10 of Schedule 22 Part-A)
Term Loans (Refer notes below)
From Banks:
Rupee Loans
Interest Accrued and Due on Rupee Loans
Foreign Currency Loans
From Others:
Rupee Loans
Foreign Currency Loans
Other Loans:
Short Term Loans from Banks: (Refer notes below)
Secured by hypothecation of stock-in-trade and book debts
Interest Accrued and Due
Secured by lien on Fixed Deposits
From Others:
Secured by hypothecation of stock-in-trade and book debts
TOTAL
7,479,079,532
53,316,878
1,143,983,201
8,676,379,611
10,510,549,089
46,433,456
1,748,104,714
12,305,087,259
600,000,000
9,276,379,611
600,000,000
158,643,750
13,063,731,009
5,091,366,246
9,566,605
2,897,384,418
342,862
260,172,390
163,501,106
237,800,055
5,598,905,296
3,061,228,386
14,875,284,907
16,124,959,395
3,500,000,000
4,000,000,000
Notes:
1
Loans from State Bank of India, Canara Bank, Union Bank of India, Syndicate
Bank, United Bank of India, State Bank of Saurashtra, Indian Bank, State Bank of
Mysore, State Bank of Indore, Punjab National Bank, Oriental Bank of
Commerce, UCO Bank, State Bank of Patiala, Bank of Baroda, Bank of
Maharastra, Jammu and Kashmir Bank, State Bank of Bikaner and Jaipur and
Foreign Currency Loans from Banks/Financial Institutions are secured by way of
first mortgage and charge on all the immovable and movable fixed assets,
present and future, of the company (subject to prior charge on specified
movables as otherwise stated, including in favour of the company's bankers by
way of security for the borrowing of working capital), ranking pari-passu with
charges for the Term Loans.
2
Short Term loans from Punjab National Bank, Vijaya Bank, State Bank of India,
State Bank of Bikaner and Jaipur, State Bank of Patiala, State Bank of
Travancore, Bank of Baroda, ING Vysya Bank, State Bank of Saurashtra and
Union Bank of India are further secured by way of second charge on all the
immovable properties.
3
Term Loans repayable within one year Rs. 5,210,838,384
(Previous year Rs. 4,155,892,532).
SCHEDULE 4 - UNSECURED LOANS
(Refer Note 10 of Schedule 22 Part-A)
Short term loans from Banks
Rupee Loan
Interest Accrued and Due
26,547,760
12,793,655
3,526,547,760
4,012,793,655
Zero Coupon Tranche A Convertible Bonds Due 2012 USD 49,000,000
(Previous Year USD 75,000,000)
2,485,770,000
3,008,250,000
Zero Coupon Tranche B Convertible Bonds Due 2012 USD 50,000,000
(Previous Year USD 75,000,000)
2,536,500,000
3,008,250,000
5,022,270,000
6,016,500,000
Other Loans
Foreign Currency Convertible Bonds (Refer Note 17 of Schedule 22 Part-B)
VAT Deferment Loan (Refer Note 20 of Schedule 22 Part-B)
TOTAL
-
19,043,249
8,548,817,760
10,048,336,904
SCHEDULE 5 - FIXED ASSETS:
Marketing and Distribution Rights
175,074,754
19,937,624
16,688,008
14,977,693
28,270
-
-
-
-
205,578
189,501
91,637,349
23,174,191,659
23,174,191,659
205,820,371
638,275,702
135,005,618
33,011,934
11,447,526
113,009,296
1,720,931,582
Borrowing Costs capitalised during the year Rs. 3,328,632 (Previous Year Rs. 20,834,638).
Gross Block of fixed assets include Rs. 1,951,894,702 (Previous Year Rs. 1,587,630,345) relating to the SEZ division of the Company.
2.
3.
4,319,102,078 68,014,538 18,427,656,720 28,376,840,616
Gross Block and additions to Plant and Machinery have been increased by Rs. 476,975,840 (Previous Year increased by Rs. Nil) on account of foreign exchange differences (Refer Note 18 of
Schedule 22 Part-B).
14,176,569,180
28,376,840,616
51,417,823
1,669,513,759
26,655,909,034
97,615,080
833,403,033
203,636,302
17,632,629
17,053,337
70,536,121
162,894,173
1.
Notes:
132,992,456 45,083,565,754
15,875,606
3,372,219,451
256,293,285
67,757,031
1,603,722,469
24,396,350,956
118,097,473
1,212,237,439
158,741,975
13,432,744
16,658,372
79,515,019
177,922,335
38,993,210,542 6,223,347,668
4,783,353,612 36,818,673
4,783,353,612 36,818,673
128,360,697
390,752,419
44,894,327
6,045,007
2,429,254
24,036,417
Previous Year
18,427,656,720
18,427,656,720
77,459,674
247,523,283
90,111,291
26,966,927
9,223,850
6,552
2,617,099,809
253,326,982
As at
31.03.2008
Rs.
4,050,027,277 19,557,366 21,305,201,644 19,732,630,800 21,608,750,017
5,670,984
600,505,007
20,339,588
1,671,479,500
47,570,542,615
47,570,542,615
323,917,844
1,850,513,141
293,747,593
46,444,678
28,105,898
76,687,926
89,162,380
-
As at
As at
31.03.2009 31.03.2009
Rs.
Rs.
26,067,830,456
1,071,330,466
1,071,330,466
-
-
-
-
277,182
269,559,684
192,524,315
Rs.
Deductions
113,193,234 16,831,406
2,966,303
For the
Year
Rs.
45,083,565,754
3,558,307,327
3,558,307,327
148,843,090
769,586,825
-
1,845,122
2,105,893
315,667
435,883
17,274,731,733
14,273,192
504,143,179
17,373,285
As at
01.04.2008
Rs.
NET BLOCK
TOTAL
45,083,565,754
30,293,252
33,261,697
36,625,632
3,217,604,816
273,666,570
166,696,845 41,037,832,444
335,169
903,269,720
-
As at
31.03.2009
Rs.
DEPRECIATION/AMORTISATION
Grand Total
Expenditure pending allocation
(Refer Note 8 of Schedule 22 Part-B)
Capital Work in Progress:
Capital Work in Progress, including
capital advances of Rs. 228,422,168
(Previous Year Rs. 614,903,396)
TOTAL
1,080,926,316
293,747,593
44,599,556
Intangible Assets
Software
Technical Know How
26,277,187
Vehicles
239,582,099
159,698,501
Computers
Copyrights
6,812,003
244,511,906
Rs.
Rs.
-
Deductions
Additions
GROSS BLOCK
38,883,481,750 2,321,047,539
30,148,798
3,876,362,630
273,666,570
As at
01.04.2008
Rs.
Furniture, Fixtures and
Office Equipments
(Refer Note 3 below)
Plant & Machinery, Electrical
Installations and Other Equipments
(Refer Notes 1, 2 and 3 below)
Leasehold Improvements
Buildings (Refer Note 3 below and
Note 6(B) and 6 (C) of
Schedule 22 Part-B)
Leasehold Land (Refer Note 3 below)
Tangible Assets
DESCRIPTION
(Refer Notes 3, 4, 8, 12 and 14 of Schedule 22 Part-A)
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2009
102/103
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2009
As at 31.03.2009
Rs.
Rs.
As at 31.03.2008
Rs.
Rs.
SCHEDULE 6 - INVESTMENTS
(Refer Note 5 of Schedule 22 Part-A and Note 7 of Schedule 22 Part-B)
Long Term-Unquoted (Non Trade):
Investment in Subsidiaries
European Optic Media Technology GmbH
Share Capital of € 2,025,000 (Previous Year € 2,025,000)
Includes share application money of Rs. 111,689,796
(Previous Year Rs. 111,689,796)
Peraround Limited
1,451,661 (Previous year 1,184,994) Ordinary Shares
of €1.71 each (Previous Year €1.71 each) includes
Share Application Money Euro 125,000 (Previous Year Euro Nil)
15,866 (Previous Year 15,866) Zero Coupon Redeemable
Preference Shares of € 100 each at a premium of € 900 each
Less:- Provision for Diminution in value of Investment
Moser Baer Photo Voltaic Ltd
86,500,000 (Previous Year 86,500,000)
9% p.a Cumulative, Convertible, Redeemable Series A
Preference Shares of Rs. 10 each
26,021,466 (Previous Year 24,774,966)
9% p.a Cumulative, Redeemable Series B1
Preference Shares of Rs. 10 each
33,887,760 (Previous Year 33,887,760)
9% p.a Cumulative, Redeemable Series B2
Preference Shares of Rs. 10 each
880,423,997
223,624,000
154,618,741
115,981,682
656,799,997
880,423,997
-
865,000,000
260,214,660
247,749,660
338,877,600
Moser Baer Entertainment Ltd
270,000 (Previous Year 70,000) Equity Shares of Rs 10/- each
10,000,000 (Previous Year Nil) 15% p.a. Cumulative,
Redeemable Series B Preference Shares of Rs. 10 each
Moser Baer Investments Ltd
600,000 (Previous Year 600,000 ) Equity Shares of Rs 10/- each
Global Data Media FZ-LLC (Associate)
7,194(Previous year 7,194) Shares of AED 1,000 each
222,953,546
865,000,000
Moser Baer SEZ Developer Ltd
3,000,000 (Previous Year 250,000) Equity Shares of Rs 10/- each
Investments in Others
CAPCO LUXEMBOURG S.a.r.l.
1 Equity share of Euro 125 each
63,366 Preferred Equity Certificates of Euro 125 each
Less: Provision for Diminution in value of Investment
222,953,546
4,961
320,668,823
320,668,823
880,423,997
1,464,092,260
338,877,600 1,451,627,260
30,000,000
2,500,000
2,700,000
700,000
100,000,000
-
6,000,000
6,000,000
4,961
4,961
320,668,823
-
320,673,784
92,532,185
92,532,185
Lumen Engineering Private Ltd.
102,000 (Previous Year Nil) Equity Shares of Rs. 10/- each
1,020,000
-
Moser Baer Infrastructure Ltd (Associate)
3,430,000 Equity Shares of Rs. 10/- each
(Previous Year 3,170,000 Equity Shares
Rs. 2/- paid up & 260,000 Equity Shares of Rs. 10/- each)
34,300,000
8,940,000
5,100,000
5,100,000
-
601,500,000
Moser Baer Projects P Ltd
510,000 (Previous Year 510,000) Equity Shares of Rs 10/- each
Current (Unquoted - Others)
Investment in 1Y USD Yield Enhance Certificate of Rabobank
TOTAL
2,770,121,690
3,708,932,454
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2009
As at 31.03.2009
Rs.
As at 31.03.2008
Rs.
Rs.
991,676,014
917,821,691
942,073,742
1,136,336,198
147,081,570
150,217,756
Work in Progress
Manufactured Finished Goods
Traded Goods
including in transit Rs. Nil (Previous Year
Rs. 65,301,969)
Film Released less amortisation
Films Completed and not released
Films under Production
Rights of Films (Theartical and Other Commercial Rights)
2,432,086,641
1,617,901,447
-
2,003,604,753
1,735,871,295
65,316,046
124,726,606
41,193,631
3,220,153
49,532,202
27,447,124
90,460,728
TOTAL
6,296,739,651
6,179,827,946
Rs.
SCHEDULE 7 - INVENTORIES:
(Refer Note 6 of Schedule 22 Part-A)
Stores and Spare Parts
including in transit Rs. 6,394,707
(Previous Year Rs. 14,935,447)
-net of provision for non-moving stock
Rs. 232,201 (Previous Year Rs. 232,201)
Raw Materials and Components
including in transit Rs. 289,472,982
(Previous Year Rs. 381,565,282)
-net of provision for non-moving stock
Rs. 2,233 (Previous Year Rs. Nil)
Packing Material
including in transit Rs. 15,181,008
(Previous Year Rs. 13,234,870)
-net of provision for non-moving stock
Rs. 8,003,673 (Previous Year Rs.8,003,246)
SCHEDULE 8- SUNDRY DEBTORS:
(Unsecured - Considered Good,
unless otherwise stated):
Debts outstanding for a period
exceeding six months
Considered Good
Considered Doubtful
Less: Provision for Doubtful Debts
Other Debts
Considered Good
Considered Doubtful
Less: Provision for Doubtful Debts
TOTAL
68,694,672
188,879,925
257,574,597
188,879,925
3,444,132,310
3,444,132,310
-
68,694,672
3,444,132,310
3,512,826,982
120,361,488
176,390,786
296,752,274
176,390,786
3,030,234,253
485,653
3,030,719,906
485,653
120,361,488
3,030,234,253
3,150,595,741
104/105
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2009
Rs.
As at 31.03.2009
Rs.
As at 31.03.2008
Rs.
Rs.
SCHEDULE 9 - CASH AND BANK:
Cash on hand including cheques/drafts
Remittance in Transit
Balances with Scheduled Banks:
Current Accounts (Refer Note 1 below)
Fixed Deposit Accounts (Refer Note 1 below)
Unpaid Dividend Account
E.E.F.C Accounts
41,007,872
582,383,217
3,714,092,479
3,981,486
82,003
Balances with Other Banks:
Current Accounts with UBS AG (Refer Note 2 below)
TOTAL
4,300,539,185
27,913,220
171,745,493
225,932,693
5,957,475,885
3,791,342
131,836
6,187,331,756
-
464,848
4,341,547,057
6,387,455,317
73,818,875
25,301,902
99,120,777
45,404,901
92,242,822
137,647,723
1,220,796,438
610,946,879
Notes:
1) Includes a) Rs. 1,483,511,109 (Previous Year Rs. 768,940,618)
which are subject to lien with the bankers.
b) Rs. 138,023,791 in current accounts (Previous
Year Rs. 2,732,952,784 in fixed deposit accounts)
out of proceeds of Zero Coupon Foreign Currency
Convertible Bonds.
2) Maximum balance outstanding at any time during
the year was Rs. 731,323,125 (Previous year
Rs. 1,979,392,060)
SCHEDULE 10- OTHER CURRENT ASSETS:
Interest Accrued on Fixed Deposits (Refer Note below)
Other Receivables
Note:
Includes interest accrued on Fixed Deposits out of proceeds
of Zero Coupon Foreign Currency Convertible Bonds of
Rs. 8,048,154 (Previous Year Rs. 6,954,463).
SCHEDULE 11- LOANS AND ADVANCES:
(Unsecured - Considered Good, unless otherwise stated):
Advances and Loans to Subsidiaries
(Refer Note 2 Below)
Advances recoverable in cash or kind or
for value to be received
Considered Doubtful
Less: Provision for Doubtful Advances
Advance to Suppliers
Balance with Excise Authorities
Earnest Money/ Security Deposits
Advance Tax/ Tax Deducted at Source
TOTAL
Notes:
1) Amount due from a Director as at March 31,
2009 - Rs. Nil (Previous year Rs. Nil). Maximum
balance due at any time during the year from
Director and Officer of the Company was Rs.
35,535 (Previous year Rs. 55,851)
2) Maximum balance due at any time during the
year from subsidiary companies was Rs.
1,328,850,165 (Previous year Rs.
1,486,031,543)
1,712,890,898
169,660,018
1,882,550,916
169,660,018
1,712,890,898
138,896,884
107,779,959
110,348,540
547,033,228
3,837,745,947
579,314,269
9,373,975
588,688,244
9,373,975
579,314,269
332,397,381
124,038,585
380,089,683
388,963,681
2,415,750,478
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2009
As at 31.03.2009
Rs.
Rs.
As at 31.03.2008
Rs.
Rs.
SCHEDULE 12- CURRENT LIABILITIES AND PROVISIONS:
A.
Current Liabilities:
(Refer Note 21 of Schedule 22 Part-B)
Acceptances
Sundry Creditors
- Total outstanding dues of micro
enterprises and small enterprises
- Total outstanding dues of creditors
other than micro enterprises and
small enterprises
Advances from Customers
Unclaimed Dividend *
Other Liabilities
Due to Bank
Security Deposits
Interest accrued but not due on Loans
1,552,882,717
42,637,548
2,338,949,898
Total
535,817,463
213,604
2,381,587,446
33,151,780
3,981,486
253,955,132
437
1,082,953,003
2,363,157
2,398,747,159
5,310,875,158
2,398,960,763
22,438,395
3,788,998
203,954,082
492,978,462
14,508,833
3,672,446,996
* The above amount will be credited to
Investor Education and Protection Fund
as and when due.
B.
Provisions:
(Refer Notes 1B, 9, 11 and 15 of Schedule 22 Part-A)
Taxation
- Current Tax [(including Wealth Tax Rs.331,103
(Previous Year Rs.504,251)]
- Fringe Benefit Tax
Premium on Redemption of Zero Coupon
Foreign Currency Convertible Bonds
(Refer Note 17 c) of Schedule 22 Part-B)
Proposed Dividend
Corporate tax on Proposed Dividend
Provision for Warranty Expenses
Provision for Other Probable Obligations
Staff Benefit Schemes
TOTAL
90,207,428
71,587,797
161,795,225
90,340,551
55,248,399
145,588,950
598,465,075
100,983,662
17,162,173
15,023,862
343,800,872
119,980,532
304,784,267
168,231,104
28,590,876
1,000,000
76,013,091
1,357,211,401
724,208,288
106/107
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009
Year ended 31.03.2009
Rs.
Rs.
Year ended 31.03.2008
Rs.
Rs.
SCHEDULE 13- EXCISE DUTY:
Excise Duty paid
Less: Excise duty on Closing Stock
Add: Excise duty on Opening Stock
TOTAL
675,658,956
37,864,741
37,407,532
675,201,747
674,508,788
37,407,532
19,028,252
656,129,508
SCHEDULE 14- SERVICES:
Lease Rent
Service Charges
TOTAL
42,524,161
398,762,237
441,286,398
21,598,250
50,438,360
72,036,610
SCHEDULE 15- OTHER INCOME:
(Refer Notes 2 and 10 of Schedule 22 Part-A)
Interest Received (Gross):
a) On Deposits with banks
b) On loan to Subsidiaries [(including prior
period income of Rs. Nil
(Previous Year Rs. 341,049)]
c) On Income Tax Refunds
d) On Others
[Tax Deducted at Source Rs.54,568,439
(Previous Year Rs. 39,382,602)]
Excess provisions and unclaimed credit balances
written back [(including prior period income of Rs.
Nil (Previous Year Rs. 8,716,426)]
Exchange Fluctuation (Net)
Profit on cancellation of forward contracts (Net)
Profit on sale of Fixed Assets (Net)
Profit on sale of Investment in Subsidiary Company
Profit on sale of Current Investment (others)
Refund of Countervailing duty
Provision for doubtful debts written back
Miscellaneous Income [(including prior period
income of Rs. 2,135,907 (Previous Year Rs. 2,397,818)]
317,674,910
301,046,645
32,467,387
121,872
54,830,602
10,175,349
-
TOTAL
350,264,169
366,052,596
47,473,865
764,426,874
85,816,124
2,674,638
1,659,886
-
34,387,971
168,284,523
5,829,107
6,063,986
199,652,336
5,023,500
187,514,298
10,994,000
185,819,823
235,240,295
1,438,135,379
1,219,042,612
SCHEDULE 16-INCREASE IN STOCK
OF FINISHED GOODS, WORK IN PROGRESS,
TRADED GOODS AND FILM RIGHTS:
Closing Stock:
Finished Goods
Work in Progress
Traded Goods and Film Rights
1,617,901,447
2,432,086,641
41,193,631
Less: Opening Stock:
Finished Goods
Work in Progress
Traded Goods and Film Rights
1,735,871,295
2,003,604,753
155,776,774
Excise duty on Finished Goods
TOTAL INCREASE
4,091,181,719
1,735,871,295
2,003,604,753
155,776,774
3,895,252,822
3,895,252,822
1,938,539,814
906,604,141
6,670,131
2,851,814,086
(457,209)
(18,379,280)
195,471,688
1,025,059,456
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009
Year Ended 31.03.2009
Rs.
Year Ended 31.03.2008
Rs.
SCHEDULE 17- PERSONNEL EXPENSES
Salaries, Allowances and Bonus
Contribution to Provident and other funds
Employee Welfare Expenses
Leave Encashment
Less: Charged to Subsidiary Company
1,905,184,689
122,519,118
172,729,565
27,546,904
-
1,638,014,705
109,560,545
139,931,539
34,727,563
29,140,280
TOTAL
2,227,980,276
1,893,094,072
1,871,539,261
27,011,414
103,109,377
1,355,014,288
2,340,852
100,150,160
2,993,108
94,598,130
47,275,675
374,589,883
109,914,204
5,193,890
1,449,999
7,279,600
17,880,356
366,479,248
92,723,142
3,204,998
18,359,399
252,780,000
12,003,486
161,000,159
2,939,057
5,114,175
67,194,411
60,178,387
483,153,648
127,651,005
5,141,978
1,560,000
15,467,169
17,403,648
369,198,145
77,515,806
8,018,215
3,504,621
9,373,975
2,181,238
608,585,757
2,710,915
4,183,621,058
546,222,709
24,501,334
3,280,885,764
1,187,548,175
781,033,013
19,192,130
68,714,283
3,328,632
2,053,158,969
1,402,591,118
343,882,097
16,151,710
51,780,878
20,834,638
1,793,571,165
4,783,353,612
188,076,903
4,319,102,078
-
4,971,430,515
3,235,863
4,315,866,215
1,754,843,195
544,292,823
-
Less: Amortised/ released exchange differences
300,228,170
-
TOTAL
910,322,202
-
SCHEDULE 18- ADMINISTRATION & OTHER EXPENSES
(Refer Note 12 of Schedule 22 Part-A)
Power and Fuel
Commission on Sales
Rent (Including Lease Rent)
(Refer Note 6 (A) of Schedule 22 Part-B)
Repairs & Maintenance:
- Building
- Plant & Machinery
- Others
Freight and Forwarding (Net)
Insurance
Rates and Taxes
Director's Sitting Fees
Donation
Remuneration to Auditors (Refer Note 11.7 of Schedule 22 Part-B)
Royalty
Travelling and Conveyance
Bad Debts
Advances Written Off
Provision for Other Probable Obligations
Provision for doubtful debts
Provision for doubtful advances
Research and Development Expenses
Miscellaneous Expenses [(including prior period expenses
of Rs. 793,172 (Previous Year Rs. 8,222,625)]
Stock Written Off
TOTAL
SCHEDULE 19- INTEREST & FINANCE CHARGES
(Refer Note 8 of Schedule 22 Part-A)
Interest:
On Fixed Loans
Others
Finance Charges
Bank Charges
Less:- Borrowing Costs capitalised (Refer Note 2 of Schedule 5)
TOTAL
SCHEDULE 20- DEPRECIATION/ AMORTISATION
(Refer Note 4 of Schedule 22 Part-A)
Depreciation on Fixed Assets (Refer Schedule 5)
Amortisation of Deferred Exchange Loss
Less: Depreciation on assets used for trial run/ testing
for new intangible assets under development
Depreciation charged to Profit and Loss
SCHEDULE 21- EXCEPTIONAL ITEMS
Profit on purchase of Foreign Currency Convertible Bonds (Net)
Less: Provision for Diminution in Long Term Investments
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS
Part-A SIGNIFICANT ACCOUNTING POLICIES
1A METHOD OF ACCOUNTING
The financial statements are prepared to comply in all material aspects with all the applicable accounting principles in India,
the applicable accounting standards notified under section 211(3C) of the Companies Act, 1956 and the relevant provisions
of the Companies Act, 1956.
1B USE OF ESTIMATES
The preparation of financial statements requires the management of the Company to make estimates and assumptions that
affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the
financial statements and reported amounts of income and expenses during the period. Example of such estimates include
provisions for doubtful debts, employee retirement benefit plans, warranty, provision for income taxes and the useful lives of
fixed assets.
2
REVENUE RECOGNITION
Revenue from sale of goods is recognised on transfer of significant risks and rewards of ownership to the customer and
when no significant uncertainty exists regarding realisation of the consideration. Sales are recorded net of sales returns,
rebates, trade discounts and price differences and are inclusive of excise duty.
Theatrical revenues from films are recognised as and when the films are exhibited.
Revenue from other rights such as satellite rights, music rights, overseas assignment rights etc. is recognised on the date
when the rights are available for exploitation.
Service income of SEZ Division is recognised as and when services are rendered.
Interest is accounted for based on a time proportion basis taking into account the amount invested and the rate of interest.
Dividend is recognised as and when the right of the company to receive payment is established.
3
FIXED ASSETS
Tangible Fixed Assets are stated at cost less accumulated depreciation. Cost includes all expenses, direct and indirect,
specifically attributable to its acquisition and bringing it to its working condition for its intended use.
Expenditure pending allocation, are allocated to productive fixed assets in the year of commencement of the related project.
Intangible assets are stated at cost less accumulated amortisation. The cost incurred to acquire “right to use and exploit”
home video titles, are capitalized as copyrights/marketing and distribution rights where the right allows the company to
obtain a future economic benefit from such titles.
Impairment, if any, in the carrying value of fixed assets is assessed at the end of each financial year in accordance with the
accounting policy given below on “Impairment of Assets”.
4
DEPRECIATION / AMORTISATION
Depreciation on tangible fixed assets is provided based on the estimated useful life on a pro-rata basis under the straight-line
method. The depreciation rates are not below the minimum rate as specified in Schedule XIV to the Companies Act, 1956.
In respect of assets whose useful life has been revised, the unamortised depreciable amount is charged over the revised
remaining useful life.
In case the historical cost of an asset undergoes a change due to an increase or decrease in related long term liability on
account of foreign exchange fluctuations, the depreciation on the revised unamortized depreciable amount is provided
prospectively over the residual useful life of the asset effective from 1st April 2007.
Intangible assets other than copyrights/marketing and distribution rights are amortised on equated basis over their
estimated economic life not exceeding 10 years.
Copyrights/marketing and distribution rights are amortized from the date they are available for use, at the higher of the
amount calculated on a straight line basis over the period the intangible asset is available, not exceeding 10 years, and the
number of units sold during the period basis.
108/109
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part-A SIGNIFICANT ACCOUNTING POLICIES (CONTD.)
Leasehold Land and improvement to the leased premises are amortised over the period of the lease.
The assets taken on finance lease are depreciated over the lease period.
5
INVESTMENTS
Long term investments are stated at cost of acquisition inclusive of expenditure incidental to acquisition. A provision for
diminution is made to recognise a decline, other than temporary in the value of long term investments.
Current investments are stated at lower of cost and fair value determined on an individual basis.
6
INVENTORY VALUATION
Finished Goods, Work in progress, Goods held for resale
Raw Materials, Packing Materials and Stores and Spares
At lower of cost and net
realisable value
Cost of Raw material, goods held for resale, packing materials and stores and spares is determined on the basis of weighted
average method.
Cost of Work in progress and finished goods is determined by considering direct material cost, labour costs and appropriate
portion of overheads
Liability for excise duty in respect of goods manufactured by the company, other than for exports, is accounted upon
completion of manufacture.
Inventories of under production films and films completed and not released are valued at cost.
The cost of released films is amortized using the individual film forecast method. The said amortization pertaining to
theatrical rights, satellite rights, music rights, home video rights and others is based on management estimates of revenues
from each of these rights. The inventory, thus, comprises of unamortized cost of such movie rights. These estimates are
reviewed periodically and losses, if any, based on revised estimates are provided in full.
At the end of each accounting period, such unamortized cost is compared with net expected revenue. In case of net
expected revenue being lower than actual unamortized costs, inventories are written down to net expected revenue.
The purchase cost of the rights acquired in released films is apportioned between satellite rights and other rights (excluding
home video rights) based on management’s estimates of revenue potential.
7
GOVERNMENT GRANTS
Grants in the nature of contribution towards capital cost of setting up projects are treated as Capital Reserve and grants in
respect of specific fixed assets are adjusted from the cost of the related fixed assets.
8
BORROWING COSTS
Borrowing costs directly attributable to the acquisition of qualifying assets are capitalised as part of the cost of assets till the
date of commencement of commercial use of the asset. All other borrowing costs are charged to the Profit and Loss
Account.
9
EMPLOYEE BENEFITS
The Company has Defined Contribution plans for post employment benefits namely Provident Fund which is recognized by
the income tax authorities. These funds are administered through Regional Provident Fund Commissioner and the
Company’s contributions thereto are charged to revenue every year. The Company’s contributions to State plans namely
Employee’s State Insurance Fund and Employee’s Pension Scheme 1995 are charged to revenue every year.
The Company has Defined Benefit plans namely Leave Encashment and Gratuity for all employees, the liability for which is
determined on the basis of an actuarial valuation at the end of the year. Gratuity Fund is administered through Life Insurance
Corporation of India. Short term compensated absences are recognised at the undiscounted amount of benefit for services
rendered during the year.
Termination benefits are recognised as an expense immediately. Actuarial gains and losses comprise experience
adjustments and the effects of changes in actuarial assumptions and are recognised immediately in the Profit and Loss
Account as income or expense.
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part-A SIGNIFICANT ACCOUNTING POLICIES (CONTD.)
In the year of transition (i.e. 2006-07), the difference between transitional liability and the liability that would have been
recognized at the beginning of the transitional year under the Company’s previous accounting policy has been adjusted
against the opening revenue reserves of that year in accordance with Accounting Standard 15 (revised 2005) ‘Employee
Benefits’.
10
FOREIGN CURRENCY TRANSACTIONS
Transactions in foreign currency are converted at the exchange rate prevailing at the date of the transaction. Foreign Currency
monetary assets and liabilities (except long term) not covered by forward exchange contracts are restated at the year end
rates and the resultant gains or losses are recognized in the profit and loss account. Gain/Loss on account of exchange
fluctuations arising on long term foreign currency liabilities in so far as it relates to the acquisition of depreciable capital
assets is added to the cost of such assets and in other cases, by transfer to “Foreign Currency Monetary Item Translation
Difference Account”, to be amortized over the balance period of such long term foreign currency liabilities or March 31, 2011,
whichever is earlier.
Non monetary items are carried in terms of historical cost denominated in foreign currency using the exchange rate at the
date of transaction.
In respect of foreign branches, all revenues, expenses, monetary assets/liabilities and fixed assets are accounted at the
exchange rate prevailing on the date of the transaction. Monetary assets and liabilities are restated at the year end rates and
resultant gains or losses are recognised in the Profit and Loss Account.
Premium on foreign exchange forward contracts are recognised in the Profit and Loss Account over the life of the contract.
Any profit or loss arising on cancellation of a forward contract is recognised as income or expense for the period.
11
TAXATION
Current Tax:
Provision is made for current income tax liability based on the applicable provisions of the Income Tax Act, 1961 for the
income chargeable under the said Act and as per the applicable overseas laws relating to the foreign branch.
Deferred Tax:
Deferred tax assets (DTA) and liabilities are computed on the timing differences at the balance sheet date between the
carrying amount of assets and liabilities and their respective tax bases. DTA is recognised based on management estimates
of reasonable/ virtual certainty that sufficient future taxable income will be available against which such DTA can be realised.
The deferred tax charge or credit is recognised using the tax rates and tax laws that have been enacted or substantively
enacted by the balance sheet date.
12
LEASES
Assets acquired under finance leases are recognised as an Asset and a Liability at the lower of the fair value of the leased
assets at inception of the lease and the present value of minimum lease payments. Lease payments are apportioned
between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to periods during
the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability and charged to the
profit and loss account.
Payment made under operating leases are charged to Profit and Loss Account on a straight line basis over the period of the
lease.
Assets given under finance leases are recognised as receivables at an amount equal to the net investment in the lease and
the finance income is recognised based on a constant periodic rate of return on the outstanding net investment in respect of
the finance lease.
13
STOCK OPTION PLANS
Stock options grants to the employees and to the non-executive Directors who accepted the grant under the Company's
Stock Option Plan are accounted in accordance with Securities and Exchange Board of India (Employees Stock Option
Scheme and Employees Stock Purchase Scheme) Guidelines, 1999. The Company follows the intrinsic value method and
accordingly, the excess, if any, of the market price of the underlying equity shares as of the date of the grant of the option over
110/111
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part-A SIGNIFICANT ACCOUNTING POLICIES (CONTD.)
the exercise price of the option, is recognised as employee compensation cost and amortised on straight line basis over the
vesting period.
14
IMPAIRMENT OF ASSETS
At each balance sheet date, the Company assesses whether there is any indication that an asset may be impaired. If such
indication exists, the Company estimates the recoverable amount and where carrying amount of the asset exceeds such
recoverable amount, an impairment loss is recognised in the profit and loss account to the extent the carrying amount
exceeds recoverable amount. Where there is any indication that an impairment loss recognised for an asset in prior
accounting periods may no longer exist or may have decreased, the Company books a reversal of the impairment loss not
exceeding the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment
loss been recognised for the asset in prior accounting periods.
15
PROVISIONS AND CONTINGENCIES
The Company creates a provision when there is a present obligation as a result of past event that probably requires an
outflow of resources and a reliable estimate can be made of the amount of obligation. A disclosure of contingent liability is
made when there is a possible obligation or a present obligation that will probably not require outflow of resources or where a
reliable estimate of the obligation cannot be made.
112/113
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS
1
Contingent Liabilities
In respect of:1.1 Corporate guarantees given on behalf of the Subsidiary Companies: Rs.22,405,393,000 (Previous Year
Rs. 13,642,815,000). Against these guarantees loan amounts of Rs.16,119,391,787 (Previous Year Rs. 9,051,763,955)
have been availed by the subsidiary companies. (Refer Note 12.3 a) below)
1.2 Disputed demands (Gross) in respect of:-
2008-09
(Rs.)
2007-08
(Rs.)
Entry tax
Amount paid under protest Rs. 1,941,530 (Previous Year Rs.1,941,530)
125,320,785
124,745,823
Service tax
145,903,431
106,090,662
78,842,062
85,083,264
224,659,676
320,465,525
97,231,147
92,195,160
671,957,101
728,580,434
Sales Tax
[Amount paid under protest Rs. 4,597,150 (Previous Year Rs. 4,597,150)
paid through bank guarantee Rs. 26,596,226 (Previous Year Rs. 26,596,226)]
Custom duty and Excise duty
[Amount paid under protest Rs. 500,000 (Previous Year Rs. 500,000)
Income Tax
[Amount paid under protest Rs. 34,500,000 (Previous Year Rs. 24,500,000)]
Total
1.3 Claims against the Company not acknowledged as debts: Rs. 23,581,688 (Previous Year Rs. 20,059,830).
The amount shown in 1.1 above represents guarantees given in the normal course of the Company's operations and are
not expected to result in any loss to the Company on the basis of the beneficiary fulfilling its ordinary commercial
obligations.
The amounts shown in 1.2 and 1.3 above represent the best possible estimates arrived at on the basis of available
information. The uncertainties and possible reimbursements are dependent on the outcome of the different legal
processes which have been invoked by the Company or the claimants as the case may be and therefore cannot be
predicted accurately. The Company engages reputed professional advisors to protect its interests and has been advised
that it has strong legal positions against such disputes.
2
In February 2003, Moser Baer India Limited (Moser Baer), and Imation Corporation Inc., USA (Imation), formed an associate
company called Global Data Media FZ LLC (GDM). GDM is owned 51% by Imation, and 49% by Moser Baer. On October 27,
2006, Imation filed a suit in Minnesota, USA against Koninkiljke Philips Electronics NV (Philips) seeking a Declaratory
Judgement on the validity of the Cross License Agreement (CLA) entered into with Minnesota Mining and Manufacturing
Co. (3M) and its assignment to Imation and its subsidiaries (including GDM). Moser Baer supplies recordable media to GDM
and Imation under the ambit of CLA.
Philips filed a suit against Moser Baer in The Hague, Netherlands challenging the status and validity of the CLA under which
supplies of recordable media have been made to Imation and its subsidiaries. With a view to reinforce its stand on the CLA
(an issue which is currently pending in the US courts), Imation joined the proceedings in the Netherlands as a party, to
contest the suit.
In order to protect the rights arising out of various patent license agreements executed between Moser Baer and Phillips,
Moser Baer filed a suit against Philips challenging the default notices issued by Philips thereby pre-empting any possibility of
termination of the aforementioned license agreements. This matter is currently subjudice at the Delhi High Court.
Based on legal advise received relating to the strength of Moser Baer case and the indemnity available, the company
believes that no provision is necessary in the financial statements as at 31st March 2009.
3
In the previous year a search and seizure operation was carried out by the State of Kerala, DGP and the Nodal officer at the
premises of distributors stocking home video CDROM's and DVDROM's in various cities of Kerala for alleged infringement of
Section 52(A) of the Copyright Act. The Company has filed a writ petition against such police action and has received a
favourable interim order. On the basis of advice obtained from external legal council, the Company does not expect any
adverse results on issuance of the final order
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
4
The Company has received claims relating to infringement of copyrights in relation to the home entertainment business
activities carried on by it. In the opinion of the management, no material liability is likely to arise on account of such claims.
5
5.1 Estimated value of contracts remaining to be executed on capital account and not provided for (net of advances):
Rs. 457,684,344 (Previous Year Rs. 1,086,322,605)
5.2 Letters of Credit opened by banks on behalf of the Company: Rs. 591,249,975 (Previous Year Rs. 469,066,986).
6
(A) Lease Obligations
Total of minimum future lease payments under non-cancellable operating leases for various periods are as follows:
2008-09
(Rs.)
2007-08
(Rs.)
Amount payable not later than one year
Amount payable later than one year but not later than five years
Amount payable later than five years
29,818,012
47,619,187
-
18,824,650
64,676,256
-
Total
77,437,199
83,500,906
Total lease payments recognized in the statement of Profit and Loss Account: Rs. 57,421,770
Rs. 46,001,614).
(Previous year
The company has entered into operating leases for its offices and employees' residences that are renewable on a
periodic basis and cancellable at company's option. The total rent recovered on sub lease during the year is Rs. 478,341
(Previous year Rs.360,090).
(B) Assets given on operating lease
The company has provided building on lease to units operating in its SEZ division up to 30.06.2008. Gross carrying
amount of buildings provided on lease as on 30.06.2008 is Rs. 903,269,720 (Previous Year Rs.691,748,218) and
accumulated depreciation as on 30.06.2008 is Rs.16,831,406 (Previous Year Rs.10,783,123).
Total depreciation expense recognized in the statement of Profit and Loss Account: Rs. 6,048,283 for the period of April
1, 2008 to June 30, 2008 (Previous year Rs.10,465,248).
(C) Assets given on finance lease
The company has provided building on finance lease to units operating in its SEZ division from July 1, 2008. Gross
investments and minimum lease receivable under the lease given as under:
2008-09
Rs.
1
2
2007-08
Rs.
Gross investments in the lease as on 31-03-2009
- Total gross investments in the lease for a period:
a. Not later than one Year
b. Later than one Year & not later than five years
c. Later than five years
21,600,000
86,400,000
1,282,282,145
-
Total
1,390,282,145
-
17,077,527
44,271,512
45,068,283
-
106,417,322
-
Present value of minimum lease rental receivable as on 31-03-2009
- Present value of minimum lease payment receivable:
a. Not later than one Year
b. Later than one Year & not later than five years
c. Later than five years
Total
3
Un earned Finance Income
4
The present value of unguaranteed residual value
1,258,593,146
-
25,271,677
-
114/115
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
5
General Description of Lease terms :
a. The company has provided building on Financial lease to units operating in its SEZ division
b.
7
Buildings are given on lease for a period of 20 years. Apart from the regular lease rental the Company has also taken
an interest free refundable security deposit of Rs.765,000,000 from the lesee which is refundable at the end of the
lease term.
Movements in Other Investments
2008-09
Current Investments (Unquoted)
(Cash and Money Market Instrument)
2007-08
No.
Cost (Rs.)
No.
Cost (Rs.)
160
769,763,577
-
-
-
-
10,000
403,750,000
160
769,763,577
10,000
403,750,000
Rabobank Note (USD 15 Million)
1
589,500,000
-
-
Total
1
589,500,000
-
-
Acquired during the year and outstanding as at year end
Rabobank Note (USD 15 Million)
-
-
1
589,500,000
Total
-
-
1
589,500,000
Acquired and sold during the year
ABN 2 Year Delta One Certificate Coupon Guarantee
UBS Trend Accrual Bill (USD 10 Million)
Total
Sold during the year
8
Expenditure pending allocation
Details of expenditure pending allocation are as follows:
As at 31.03.2008
Rs.
Salaries and Wages
Freight and Cartage
Interest
Difference in exchange rate *
Raw Material cost- Trial run
Manpower cost
Power & Fuel
Stores spares & consumables
Legal and Professional
LC Charges
Loss on cancellation of Forward Contract *
Travelling and Conveyance Expenses
Installation & Commissioning Charges
7,233,477
18,734,820
7,374,449
25,273,911
152,849
19,134
3,535,914
4,218,187
1,214,290
3,178,560
15,217,462
7,539,708
(155,888)
1,082,719
128,832
141,674
3,798,727
9,214,486
388,020
9,669,233
1,214,290
Total
67,757,031
51,417,823
*
9
As at 31.03.2009
Rs.
These amounts pertain to foreign exchange fluctuations capitalised as part of expenditure pending allocation as of
March 31, 2008.
Taxation
Provision for taxation has been made based on the relevant provisions of the Income Tax Act,1961.
Deferred tax in respect of timing differences for undertakings enjoying tax holiday period under section 10A and section 10B
of the Income Tax Act, 1961 have been recognised in the year in which they originate, to the extent that such differences
reverse after the tax holiday period.
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
Accordingly, the Break up of net deferred tax liability is as under:
Particulars of Timing Differences
Deferred tax Liability
Depreciation
(Amount in Rupees)
As at
Movement
As at
March 31, 2008 during the year March 31, 2009
1,711,010,391
(552,507,345)
1,158,503,046
-
248,306,881
248,306,881
Total
1,711,010,391
(304,200,464)
1,406,809,927
Deferred tax Assets
Unabsorbed Depreciation
1,574,746,985
(286,639,316)
1,288,107,669
4,313,870
-
4,313,870
40,345,067
74,043,321
114,388,388
1,619,405,922
(212,595,995)
1,406,809,927
Net deferred tax liability
91,604,469
(91,604,469)
-
Previous year
88,704,743
2,899,726
91,604,469
Foreign Currency Monetary Item Translation Difference Account
Brought Forward Losses
Tax impact of expenses (net) charged in the financial
statements but allowable as deduction in future years
under the Income Tax Act, 1961
Total
10
Employees Stock Option Plan (ESOP) and Directors' Stock Option Plan (DSOP)
a)
The company has granted options to its non-executive directors and employees of the Company and its subsidiaries, to be
settled through issue of equity shares, at exercise prices that are equal to the market price of the share on the date of the
grant. The Options granted vest over a period of maximum of four years from the date of grant.
Two options granted before the record date under the above plans entitles the holder to three equity shares of the Company.
Number of options granted, exercised and
cancelled/lapsed during the year
Options outstanding at beginning of year
Add: Options Granted
Less: Options Exercised
Options Cancelled
Options Lapsed
Options outstanding at the end of year
Option exercisable at the end of year
2008-09
Number Weighted
Average
Price (Rs.)
3,728,375
1,127,000
50,000
1,147,950
120,075
3,537,350
1,606,950
280.95
142.19
228.30
239.01
244.53
251.31
252.22
2007-08
Number
Weighted
Average
Price (Rs.)
3,262,960
1,280,600
552,885
160,700
101,600
3,728,375
1,104,075
228.89
383.12
220.12
270.29
223.90
280.95
226.43
The options outstanding at the end of year had exercise prices in the range of Rs. 125.00 to Rs. 491.90 (Previous Year Rs.
196.60 to Rs. 491.90) and a weighted average remaining contractual life of 2.97 years (Previous Year 2.49 years).
During the year 50,000 (Previous Year 552,885) options were exercised resulting in a premium of Rs. 10,915,000 (Previous
Year Rs. 116,172,343) which is the excess of exercise price of the options and nominal value of shares allotted.
116/117
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
b)
The impact on the Profit of the Company for the year ended March 31, 2009 and the basic and diluted earnings per share had
the company followed the fair value method of accounting for stock options is set out below:
2008-09
Rs.
2007-08
Rs.
(1,508,661,362)
(789,090,171)
-
-
12,463,985
103,042,130
(1,521,125,347)
(892,132,301)
Earning Per Share based on earning as per (a) above: (Refer Note 14 below)
Basic
Diluted
(8.96)
(8.96)
(4.70)
(4.70)
Earning Per Share had fair value method been employed for accounting
of employee Stock options:
Basic
Diluted
(9.04)
(9.04)
(5.31)
(5.31)
(Loss)/ Profit after tax as per Profit and Loss Account (a)
Add:
Employee Stock Compensation Expenses as per Intrinsic Value method
Less:
Employee Stock Compensation Expenses as per Fair Value method
(Loss)/ Profit after tax recomputed for recognition of employee
stock compensation expenses under fair value method
Fair values used for above computations have been calculated by taking into account the weighted average vesting period of
the options.
c)
The following assumptions were used for calculation of fair value of grants:
Options
Dividend Yield (%)
Expected Volatility (%)
Risk-free interest rate (%)
Expected term (in years)
Fair value of options as at the grant date
31.03.2009
31.03.2008
0.44 to 0.54
57.59 to 63.45
6.17 to 9.28
4.27 to 5.08
Rs.12.32 to Rs.60.95
0.46 to 0.85
54.66 to 70
6.55 to 8.07
4.26 to 4.78
Rs. 68 to Rs.113
The fair value of each stock option granted under Employees stock Option Plan 2004 and Directors Stock Option Plan
2005, as on the date of grant has been computed using Black- Scholes Option Pricing Formula.
11
ADDITIONAL INFORMATION PURSUANT TO REQUIREMENTS OF PART II OF SCHEDULE VI TO THE COMPANIES
ACT, 1956 AND OTHER DISCLOSURES
11.1 Licensed Capacity
11.2 Installed Capacity
Not Applicable for any product of the company
*Installed Capacity
2008-09
Storage Media ( Nos.)
2007-08
5,230,956,445 5,150,752,802
Actual Production
2008-09
2007-08
4,029,946,475 3,694,599,272
(Inclusive of installed capacities for jewel box cake boxes and stamper)
* (As certified by the management and on which auditors have placed reliance, this being a technical matter.)
11.3 In terms of order no.46/46/2009-CL-III. dated 07.03.2009 issued by Department of Company Affairs under Section
211(4) of the Companies Act, 1956 disclosure has not been made for the quantitative details for the accounting year
2008-09, in respect of details pursuant to paras 3(i)(a), 3(ii)(a) and 3(ii)(b) of part II of Schedule VI to the Companies Act,
1956 (as amended vide Notification No GSR 494 (E) dated 30th October,1973).
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
11.4 Composition of raw material, packing material
stores, spares and consumables consumed:
Raw Material and Packing Material
2008-09
Imported
Percentage
2007-08
Stores, Spares and Tools
2008-09
2007-08
75.34
70.11
58.71
70.44
Value (Rs.)
Indigenous
7,591,070,646
6,425,133,640
447,641,544
695,978,199
Percentage
24.66
29.89
41.29
29.56
2,484,121,055
2,739,348,272
314,817,184
292,124,881
100
100
100
100
10,075,191,701
9,164,481,912
762,458,728
988,103,080
2008-09
Rs.
2007-08
Rs.
Value (Rs.)
Total
11.5 Foreign Currency Transactions:
11.5.1
Value of Imports on CIF Basis:
Purchase of Finished Goods
Raw Material, including in transit Rs.305,700,725
(Previous year Rs. 392,211,438)
Capital Goods, including in transit Rs. 26,189,528
(Previous Year Rs. 35,528,010)
Stores, Spares and Consumables, including in transit Rs 6,730,181
(Previous Year Rs. 14,498,231)
Packing Material, including in transit Rs. 15,756,490
(Previous Year Rs. 14,028,624)
Total
11.5.2
Expenditure in foreign currency (on payment basis) :
-
-
6,185,028,530
6,118,361,886
815,020,321
1,291,918,972
636,123,364
967,585,607
673,202,843
430,521,802
8,309,375,058
8,808,388,267
2008-09
Rs.
2007-08
Rs.
Travel
Interest
Royalty/Technical Know-how Fees (including advance royalty)
Directors Sitting Fees
Legal and Professional
Other expenditure
Expenditure of Foreign Branch/Liaison Office:
Staff Welfare
Rent/Lease Rent
Legal and Professional Expenses
Miscellaneous Expenses
Insurance
Salaries and Wages
Repairs and Maintenance
7,706,293
53,943,468
379,781,410
348,475
20,347,977
119,682,715
6,919,175
58,047,006
440,371,381
570,000
23,676,064
112,838,906
379,792
6,980,211
4,789,413
65,604,598
2,194,524
36,998,666
1,551,161
542,205
5,178,847
6,044,559
44,219,495
1,942,080
41,443,951
1,266,596
Total
700,308,703
743,060,265
118/119
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
2008-09
Rs.
11.5.3
Earnings in Foreign Exchange (accrual basis) :
Value of Exports on FOB basis
Interest
Others:
-Insurance Claim Received
-Other Miscellaneous Income
-Profit on Sale of Investment (Trend Accrual Bill)
11.5.4
Amount remitted in Foreign Currencies for Dividend :
Dividend remitted on fully paid - up equity shares of Rs.10 each
Number of Non Resident Shareholders
Number of Shares held
Year to which it relates
Dividend remitted in (Rs.)
13,158,426,831
102,324,352
12,965,334,621
178,653,897
178,433
3,056
1,659,886
2,245,737
290,871,766
5,023,500
1
202,500
2007-08
202,500
1
135,000
2006-07
202,500
11.6 Managerial Remuneration :
(figures in bracket are for the previous year)
11.6.1
Salaries, allowances and bonus
Contribution to provident Fund
Perquisites
Total
2007-08
Rs.
(Amount in Rupees)
DEEPAK PURI
Managing
Director
NITA PURI
Whole time
Director
RATUL PURI
Whole time
Director
Total
28,156,250
4,615,180
16,941,960
49,713,390
(29,156,250)
(4,790,178)
(15,941,964)
(49,888,392)
1,698,750
439,820
1,013,040
3,151,610
(1,698,750)
(439,822)
(1,013,036)
(3,151,608)
145,000
145,000
145,000
435,000
(145,000)
(145,000)
(145,000)
(435,000)
30,000,000
5,200,000
18,100,000
53,300,000
(31,000,000)
(5,375,000)
(17,100,000)
(53,475,000)
1.
In terms of order nos. 12/180/2008-CL.VII, dated 13.02.2008, 12/160/2008-CL.VII dated 03.03.2008, 12/179/2008CL.VII dated 03.03.2008 issued by the Ministry of Corporate affairs under Section 310, 198/309(3) and 673AA of
the Companies Act, 1956, the Company has paid managerial remuneration as shown above.
2.
Provision for leave encashment: (Rs. 182,598) (Previous year Rs. 3,246,623) and Gratuity: Rs. 4,012 (Previous year
Rs. 1,212) made during the year have not been included above.
3.
Total remuneration for Deepak Puri and Ratul Puri shown above includes Rs. Nil (Previous year Rs.3,491,612) in
respect of remuneration charged to subsidiary Companies.
11.7
Remuneration To Auditors:
2008-09
Rs.
2007-08
Rs.
For Statutory Audit
10,700,000
For Limited Review
5,800,000
5,800,000
350,000
4,000,000
2,936,876
3,092,591
19,786,876
22,892,591
For Certification / Other Reports
For Reimbursement of out of pocket expenses and service tax
Total
10,000,000
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
12
Related Party Transactions:
In accordance with the requirements of Accounting Standard - 18 'Related Party Disclosures' the names of the related party
where control/ability to exercise significant influence exists, along with the aggregate amount of transactions and year end
balances with them as identified and certified by the management are given below:
12.1 Nature of relationship
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
Associate
Associate
Joint Venture
Trust
Name of the related party
European Optic Media Technology GmbH
Omega Optical Media Technologies
Moser Baer SEZ Developer Limited
Solar Research Limited
Moser Baer Energy Limited
Moser Baer Entertainment Limited
Moser Baer Investment Limited
Photovoltaic Holdings PLC
Moser Baer Solar PLC
PV Technologies India Limited
Moser Baer Photovoltaic Limited
Perafly Limited
Dalecrest Limited
Nicofly Limited
Perasoft Limited
Crownglobe Limited
Peraround Limited
Advoferm Limited
Cubic Technologies BV
TIFTON Limited
Value Solar Energy Private Limited
Pride Solar Systems Private Limited
Admire Energy Solutions Private Limited
Arise Solar Energy Private Limited
Competent Solar Energy Private Limited
Hamel Limited
Zesa Limited
Tucker Limited
OM&T B.V.
Global Data Media FZ LLC
Moser Baer Infrastructure Limited
Moser Baer Infrastructure and Developers Limited*
Solar Value Proizvodjna d.d.
Moser Baer Trust
*Subsidiary till September 30, 2008.
Key Management Personnel
Managing Director
Mr. Deepak Puri
Whole Time Directors
Mrs. Nita Puri, Mr.Ratul Puri
Share Holding
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
49%
26%
26%
40%
-
120/121
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
12.2
Details of Transactions with the Related Parties in the ordinary course of business:
(figures in brackets are for the previous year)
(Amount in Rupees)
Particulars
Sales of Finished goods
Global Data Media FZ LLC
European Optic Media Technology GmbH
O M & T BV
Moser Baer Photovoltaic Limited
Moser Baer Entertainment Limited
Purchase of Semi Finished goods/
Raw Material
O M & T BV
Moser Baer Entertainment Limited
Expenses incurred on behalf of
other companies
Global Data Media FZ LLC
Moser Baer Photovoltaic Limited
Moser Baer Infrastructure Limited
Moser Baer Infrastructure & Developers Ltd
O M & T BV
PV Technologies India Ltd.
Moser Baer Entertainment Ltd.
Others
Services rendered to related party
Moser Baer Photovoltaic Limited
PV Technologies India Limited
Reimbursement/ Recovery of expenses/
service charges
Moser Baer Infrastructure & Developers Ltd
Moser Baer Photovoltaic Limited
PV Technologies India Limited
Others
Associates
Subsidiaries
Key Management
Personnel
and their
Relatives
Moser Baer
Trust
Total
5,687,319,588
(5,263,622,958)
(-)
(-)
(-)
(-)
(-)
155,335,983
(27,261,022)
171,980,839
(151,215,027)
41,752,505
(-)
703,484,134
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
6,759,873,049
(5,442,099,007)
(-)
(-)
41,470,648
(10,596,112)
32,653,487
(-)
(-)
(-)
(-)
(-)
74,124,135
(10,596,112)
2,193,206
(13,695,082)
(-)
2,000
(-)
6,674
(-)
(-)
(-)
(-)
(-)
(-)
74,543,567
(108,720,071)
(-)
(-)
225,000
(-)
30,758,093
(-)
418,273
(-)
76,154
(2,555,470)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
108,222,967
(124,970,623)
(-)
(-)
215,475,515
(59,689,553)
176,582,797
(19,889,086)
(-)
(-)
(-)
(-)
392,058,312
(79,578,639)
6,674
(-)
(-)
(-)
(-)
(-)
313,307,331
(162,800,000)
214,345,448
(-)
76,654
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
527,736,107
(162,800,000)
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
12.2
Details of Transactions with the Related Parties in the ordinary course of business:
(figures in brackets are for the previous year)
(Amount in Rupees)
Particulars
Recovery against Sale of Investments
Moser Baer Photovoltaic Limited
Lease rent charged to related party
Moser Baer Photovoltaic Limited
PV Technologies India Limited
Interest Income
Peraround Limited
Moser Baer Photovoltaic Limited
PV Technologies India Limited
Others
Interest Received
Moser Baer Photovoltaic Limited
PV Technologies India Limited
Others
Expenses charged by other companies
Global Data Media FZ LLC
Moser Baer Photovoltaic Limited
Moser Baer Entertainment Ltd.
PV Technologies India Limited
Miscellaneous Income
Moser Baer Infrastructure Ltd
Directors Remuneration
(Refer Note 11.6 above)
Sale of Fixed Assets
PV Technologies India Limited
Moser Baer Photovoltaic Limited
Amount paid to Related Party against
Purchase of Fixed Assets
PV Technologies India Limited
Purchase of Fixed Assets
O M & T BV
Associates
Subsidiaries
Key Management
Personnel
and their
Relatives
Moser Baer
Trust
Total
(-)
72,591,176
(-)
(-)
(-)
72,591,176
(-)
(-)
(-)
16,560,000
(8,968,160)
25,140,000
(12,270,000)
(-)
(-)
(-)
(-)
41,700,000
(21,238,160)
(-)
(-)
(-)
(-)
29,002,672
(10,258,336)
1,587,732
(23,269,562)
1,049,411
(21,302,704)
1,181,031
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
32,820,846
(54,830,602)
(-)
(-)
(-)
1,260,005
(23,220,532)
1,261,014
(20,706,957)
15,129
(-)
(-)
(-)
(-)
(-)
(-)
(-)
2,536,148
(43,927,489)
15,244,400
(11,637,958)
(-)
(-)
(-)
(5,080,128)
(-)
8,526,856
(608,523)
26,598,637
(-)
923,481
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
51,293,374
(12,246,481)
(5,080,128)
(-)
(-)
53,300,000
(53,475,000)
(-)
53,300,000
(53,475,000)
(-)
(-)
526,707,287
(-)
376,562,433
(613,549)
(-)
(-)
(-)
(-)
903,269,720
(613,549)
(-)
8,658,736
(-)
(-)
(-)
8,658,736
(-)
(-)
(3,053,539)
(-)
(-)
(3,053,539)
122/123
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MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
12.2
Details of Transactions with the Related Parties in the ordinary course of business:
(figures in brackets are for the previous year)
(Amount in Rupees)
Particulars
Share Application Money
European Optic Media Technology GmbH
Peraround Limited
Investments
Moser Baer Photovoltaic Limited
Peraround Limited
Moser Baer Entertainment Limited
Moser Baer Investments Limited
Moser Baer Infrastructure Ltd
Moser Baer SEZ Developers Limited
Provision for diminution in the value of
Long Term Investments Written-Off
Peraround Limited
Sale of Investments
PV Technologies India Limited
Loan Granted
Peraround Limited
PV Technologies India Limited
Moser Baer SEZ Developers Limited
Moser Baer Entertainment Limited
Moser Baer Photovoltaic Limited
Loan Repaid
PV Technologies India Limited
Moser Baer SEZ Developers Limited
Moser Baer Photovoltaic Limited
Security Deposit received
Moser Baer Photovoltaic Limited
PV Technologies India Limited
Deferred Revenue
Moser Baer Infrastructure Ltd
Amount paid against Purchase
Associates
Subsidiaries
Key Management
Personnel
and their
Relatives
Moser Baer
Trust
Total
(-)
(-)
(8,695,845)
8,674,538
(-)
(-)
(-)
(-)
(-)
8,674,538
(8,695,845)
(-)
(-)
(-)
(-)
25,360,000
(6,340,000)
(-)
12,465,000
(665,866,100)
29,962,521
(883,519,616)
102,000,000
(700,000)
(2,500,000)
(-)
27,500,000
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
197,287,521
(1,558,925,716)
(-)
223,624,000
(-)
(-)
(-)
223,624,000
(-)
(-)
(1,083,091,176)
(-)
(-)
(1,083,091,176)
(-)
(-)
(-)
(-)
(-)
137,456,813
(249,628,396)
(1,044,640,293)
1,000,000
(-)
26,255,000
(-)
150,000,000
(892,600,000)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
314,711,813
(2,186,868,689)
(-)
(-)
(-)
30,655,054
(1,013,985,239)
1,000,000
(-)
167,592,660
(875,007,340)
(-)
(-)
(-)
(-)
(-)
(-)
199,247,714
(1,888,992,579)
(-)
(-)
80,000,000
(300,000,000)
575,000,000
(-)
(-)
(-)
(-)
(-)
655,000,000
(300,000,000)
(1,016,026)
(-)
(-)
(-)
(1,016,026)
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
12.2
Details of Transactions with the Related Parties in the ordinary course of business:
(figures in brackets are for the previous year)
(Amount in Rupees)
Particulars
O M & T BV
Donation
Moser Baer Trust
Outstanding receivables
- In respect of Sales
Global Data Media FZ LLC
European Optic Media Technology GmbH
O M & T BV
Moser Baer Photovoltaic Limited
Moser Baer Entertainment Limited
- In respect of Loan
Peraround Limited
PV Technologies India Limited
Moser Baer Photovoltaic Limited
Moser Baer Entertainment Limited
- In respect of expenses/ service charges
Global Data Media FZ LLC
Moser Baer Photovoltaic Limited
PV Technologies India Limited
Moser Baer Entertainment Limited
Others
- In respect of Lease Rent
PV Technologies India Limited
Moser Baer Photovoltaic Limited
- In respect of Financial Lease on Assets
PV Technologies India Limited
Moser Baer Photovoltaic Limited
- In respect of Collection by Subsidiary
on our behalf
Moser Baer Entertainment Limited
Associates
Subsidiaries
Key Management
Personnel
and their
Relatives
Moser Baer
Trust
Total
(-)
34,573,204
(-)
(-)
(-)
34,573,204
(-)
(-)
(-)
(-)
6,469,000
(15,467,169)
6,469,000
(15,467,169)
1,028,977,166
(1,760,747,582)
(-)
(-)
(-)
(-)
(-)
179,050,973
(3,253,749)
144,882,420
(75,603,748)
41,928,464
(-)
703,484,134
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
2,098,323,157
(1,839,605,079)
(-)
(-)
(-)
(-)
502,460,388
(338,819,688)
(30,655,054)
(17,592,660)
26,255,000
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
528,715,388
(387,067,402)
24,339,486
(37,390,680)
(-)
(-)
(-)
(-)
(-)
73,783,084
(100,717,808)
42,000,976
(22,323,939)
22,086,902
(4,000)
225,000
(500)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
162,435,448
(160,436,927)
(-)
(-)
4,860,819
(9,489,618)
3,201,876
(7,225,660)
(-)
(-)
(-)
(-)
8,062,695
(16,715,278)
(-)
(-)
363,079,786
(-)
523,704,348
(-)
(-)
(-)
(-)
(-)
886,784,134
(-)
(-)
188,494,736
(-)
(-)
(-)
188,494,736
(-)
124/125
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MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
12.2
Details of Transactions with the Related Parties in the ordinary course of business:
(figures in brackets are for the previous year)
(Amount in Rupees)
Particulars
- In respect of Interest
Peraround Limited
PV Technologies India Limited
Moser Baer Entertainment Limited
Moser Baer Photovoltaic Limited
- In Respect of Purchase of Fixed Assets
on behalf of Related Party
PV Technologies India Limited
- In Respect of Sale of Investment
PV Technologies India Limited
Outstanding payable
-In respect of Security Deposit
Moser Baer Photovoltaic Limited
PV Technologies India Limited
- In respect of expenses
Moser Baer Infrastructure Ltd
Global Data Media FZ LLC
Moser Baer Entertainment Limited
- In respect of purchases
O M & T BV
Moser Baer Entertainment Limited
-In respect of Collection on
behalf of Subsidiary
Moser Baer Entertainment Limited
- In respect of Advance Tax
deposited by Subsidiary
Moser Baer Entertainment Limited
-In respect of Managerial Remuneration
Deepak Puri
Ratul Puri Nita Puri
Associates
Subsidiaries
Key Management
Personnel
and their
Relatives
Moser Baer
Trust
Total
(-)
(-)
(-)
(-)
41,609,844
(11,039,457)
(449,400)
898,280
(-)
(37,919)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
42,508,124
(11,526,776)
(-)
8,658,736
(-)
(-)
(-)
8,658,736
(-)
(-)
(72,591,176)
(-)
(-)
(72,591,176)
(-)
(-)
380,000,000
(300,000,000)
575,000,000
(-)
(-)
(-)
(-)
(-)
955,000,000
(300,000,000)
3,589,611
(-)
(29,970,152)
(-)
(-)
(-)
120,180,634
(-)
(-)
(-)
(-)
(-)
(-)
(-)
123,770,245
(29,970,152)
(-)
(-)
8,090,467
(1,585,938)
29,006,592
(-)
(-)
(-)
(-)
(-)
37,097,059
(1,585,938)
(-)
4,281,153
(-)
(-)
(-)
4,281,153
(-)
(-)
9,019,504
(-)
(-)
(-)
9,019,504
(-)
(-)
(-)
(-)
(-)
(-)
(-)
15,321,251
(10,520,409)
9,287,917
(5,420,195)
1,292,084
(983,792)
(-)
(-)
(-)
25,901,252
(16,924,396)
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
12.3
a)
Other Arrangements
Detail of corporate guarantees provided on behalf of subsidiary companies
Particulars
Moser Baer Photovoltaic Limited
PV Technologies India Limited
b)
13
(Amount in Rupees)
Rs.
16,561,323,000
(9,476,875,000)
5,844,070,000
(4,165,940,000)
Total
22,405,393,000
(13,642,815,000)
Moser Baer India Limited ('MBIL) has issued a comfort letter in favor of Global Data Media FZ LLC ('GDM') to provide 49% of such
financial support as may be required to enable it to meet its debts and liabilities. As of date MBIL has not incurred any obligation/ made
payment against such comfort provided.
Earnings per share (EPS):
a)
Calculation of Weighted Average number of equity shares
1. For Basic EPS
2008-09
168,231,104
168,306,104
168,294,392
2007-08
167,401,776
168,231,104
167,922,040
168,294,392
-
167,922,040
318,997
168,294,392
168,241,037
(1,508,661,362)
(789,090,171)
(8.96)
(8.96)
(4.70)
(4.70)
No. of Shares at the beginning of the year
Total number of equity shares outstanding at the end of the year
Weighted Average number of equity shares outstanding during the year
2. For Diluted EPS
Weighted Average number of equity shares outstanding during
the year as computed above
Weighted average number of stock options outstanding during the year
Weighted Average number of equity shares outstanding during the year
for Diluted EPS
b)
14
Net (loss)/ Profit after tax available for equity shareholders
Earnings per share (face value per share Rs. 10 each)
Basic
Diluted
Segment information
The company is primarily in the business of manufacture and sale of Optical Storage Media. The other activities of the
company comprise creation/replication and distribution of content, sales of consumer electronic products and operation
and maintenance of sector specific Special Economic Zone for non-conventional energy. The segment revenues, results and
assets of the other activities do not constitute reportable segments under AS-17 and accordingly no disclosure is required.
15
Service Income shown in the profit and loss account includes income earned by the SEZ division of the Company in the form
of lease rental for assets given on lease and utility services provided to the entities situated in the SEZ and income earned
from secondment of certain of its employees to other companies.
16
Retirement Benefits
The Company has classified the various benefits provided to employees as under I Defined Contribution Plans
Provident Fund
During the year, the Company has recognised the following amounts in the Profit and Loss Account Employers’ Contribution to Provident Fund *
2008-09
29,363,320
2007-08
26,111,484
126/127
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MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
II State Plans
a.
b.
Employers’ Contribution to Employee’s State Insurance Act, 1948
Employers’ Contribution to Employee’s Pension Scheme, 1995
During the year, the Company has recognised the following amounts in the Profit and Loss Account
Employers’ Contribution to Employee’s State Insurance Act, 1948 *
Employers’ Contribution to Employee’s Pension Scheme, 1995 *
2008-09
2007-08
9,342,748
45,132,078
11,050,285
38,513,817
* Included in Contribution to Provident and Other Funds under Personnel Expenses (Refer Schedule 17)
III Defined Benefit Plans
a). Contribution to Gratuity Funds – Life Insurance Corporation of India
b). Leave Encashment
In accordance with Accounting Standard 15 (revised 2005), actuarial valuation was done in respect of the aforesaid
defined benefit plans based on the following assumptions:Leave Encashment (Unfunded)
Particulars
Discount Rate (per annum)
Rate of increase in Compensation levels
Rate of Return on Plan Assets
Expected Average remaining working lives of
employees (years)
Employee's Gratuity Fund
2008-09
7.75%
9.00%
Nil
2007-08
8.00%
9.00%
Nil
2008-09
7.75%
9.00%
9.40%
2007-08
8.00%
9.00%
9.25%
12.46
12.70
12.46
12.70
Changes in the Present Value of Obligation
Leave Encashment (Unfunded)
Particulars
Present Value of obligation (Opening)
Interest Cost
Current Service Cost
Settlement Cost/Credit
Benefits paid
Actuarial (gain)/loss on obligations
Amalgamations
Curtailments
Settlements
Present Value of obligation (Closing)
2008-09
2007-08
60,028,896
5,811,904
15,437,025
(5,634,251)
1,423,028
(1,274,516)
(4,221,931)
71,570,155
31,789,100
3,530,540
14,326,705
(3,968,119)
14,350,670
60,028,896
Employee's Gratuity Fund
2008-09
2007-08
103,287,623 73,150,011
9,794,718
7,361,534
22,075,540 20,487,740
(5,858,383) (3,237,150)
8,891,031
5,525,488
21,488
(653,334)
(2,546,585)
135,012,098 103,287,623
Changes in the Fair value of Plan Assets
Employee's Gratuity Fund
Particulars
2008-09
2007-08
102,709,562
9,350,457
(5,858,383)
106,201,636
32,671,570
6,484,789
66,790,353
(3,237,150)
102,709,562
Fair Value of plan Assets (Opening)
Expected Return on plan assets
Contributions
Benefits Paid
Fair Value of Plan Assets (Closing)
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
Reconciliation of present value of defined benefit obligation and the fair value of assets
Employee's Gratuity Fund
Particulars
Present value of funded obligation (Closing)
Fair Value of Plan Assets as at the end of the period funded status
Present value of unfunded obligation (Closing)
Unfunded Net Liability recognized in Balance Sheet*
* Included in Staff Benefit Schemes (Refer Schedule 12 B)
2008-09
2007-08
135,012,098
106,201,636
28,810,462
28,810,462
103,287,623
102,709,562
578,061
578,061
Expenses recognised in the Profit and Loss Account
Leave Encashment (Unfunded)
Particulars
Current Service Cost
Interest Cost
Expected Return on Plan Assets
Net actuarial (gain)/loss recognized in the period
Effect of Curtailments
Total Expenses recognized in the
Profit & Loss Account
2008-09
15,437,025
5,811,904
1,423,028
(1,274,516)
**21,397,441
2007-08
14,326,705
3,530,540
14,350,670
**32,207,915
Employee's Gratuity Fund
2008-09
2007-08
22,075,540 20,487,740
9,794,718
7,361,534
(9,350,457) (6,484,789)
8,891,031
5,525,488
(653,334)
*30,757,498 *26,889,973
* Included in Contribution to Provident and other funds (Refer Schedule 17)
** Included in Personnel Expenses (Refer Schedule 17)
In respect of the Employee's Gratuity Fund, constitution of Plan Assets is not readily available from the Life Insurance
Corporation of India.
17
Foreign Currency Convertible Bonds
(a)
During the year, the Company has bought back and cancelled 260 Zero Coupon Tranche A Convertible Bonds and 250
Zero Coupon Tranche B Convertible Bonds (FCCBs) of the face value of USD 100,000 each, the purchase being made
with the approval of the Reserve Bank of India, at a discount to the face value. This has resulted in a saving of Rs. 14,212
lacs which has been reflected as part of Exceptional items. Consequent upon such buy back and cancellation, the
Company’s obligation to convert the said Bonds into shares, if so claimed by the Bond Holder and/or to redeem the
same in foreign currency, has come to an end vis-à-vis the cancelled bonds.
(b) The utilisation of the proceeds of USD 150,000,000 Zero Coupon Foreign Currency Convertible Bonds issued up to
31 March, 2009 is as under:
Particulars
Actual funds used
up to 31.03.2009
USD
Funds available
Less: Capital Equipment
Investment in overseas subsidiary companies
through loans/capital
Repayment of ECB loan
Miscellaneous Expenses
FCCB issue expenses **
FCCB Buy Back
Add:Interest received
Profit on Trading on investment
Unutilised Issue Proceeds in Deposits@
83,263,957
9,625,339
Rs.
3,338,884,676
427,671,132
4,097,284
178,207,113
4,788,271
232,827,450
4,072,014
209,512,890
12,662,546
633,625,684
35,245,454 1,681,844,269
2,394,847
109,552,711
32,549
3,146,761
50,445,899 #2,513,569,384
Actual funds used
up to 31.03.2008
USD
150,000,000
27,287,860
Rs.
6,106,500,000
1,091,894,643
27,338,896
1,106,096,697
13,532,234
538,312,285
2,313,590
94,186,249
70,472,580
2,830,489,874
3,736,537
156,582,577
83,263,957 #3,338,884,676
* Issue proceeds converted at Rs.40.71= 1USD
** Excludes issue expenses paid without utilising FCCB funds
# Reinstated as at year end rate
@ Out of this amount USD 38,337,454 being profit on buy back of FCCB is of unrestricted nature
128/129
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MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
(c) Premium on redemption of FCCB
Particulars
Opening Balance
Add Provision for the year
Amount Utilised During the year
Utilized Amount reversed during the year
Closing Balance
31.03.2009
31.03.2008
304,784,267
546,206,860
252,526,052
598,465,075
304,784,267
304,784,267
Premium payable on redemption of FCCB accrued up to March, 31, 2009 calculated on prorata basis Rs. 598,465,075
(Previous Year Rs. 304,784,267) has been fully provided for and charged to Securities Premium Account. In the event that the
conversion option is exercised by the holders of FCCB in the future, the amount of premium charged to the Securities
Premium Account will be written back to Security Premium Account.
18
Pursuant to the notification issued by the Ministry of Corporate Affairs dated March 31, 2009, the Company changed its
accounting policy relating to ‘Foreign currency transaction’ as mentioned in accounting policy 10 schedule 22 Part-A and
exercised the option available under the newly inserted paragraph 46 to the Accounting Standard AS-11 “The Effect of
Changes in Foreign Exchange Rates". As a result of this change the Company has, during the year.
i)
in respect of exchange differences relating to long term liabilities in foreign currency amounting to Rs. 221,094,421 (net
of depreciation and amortisation of Rs. 48,408,473 ) recognised in the Profit & Loss Account for the previous year ended
March 31, 2008 have been adjusted against opening revenue reserves as provided in the rules.
ii)
capitalised exchange differences arising during the year amounting to Rs 661,534,060 and charged additional
depreciation for the year amounting to Rs 15,432,202 in respect of the same.
iii)
in respect of other cases, debited exchange differences arising during the year amounting to Rs. 1,298,612,986, to
“Foreign Currency Monetary Item Translation Difference Account” and amortised/ released exchange differences for
the year amounting to Rs 488,305,074.
Had the accounting treatment as per Accounting Standard - AS 11 (Revised) been continued to be followed by the
Company, the net loss after tax for the year would have been higher by Rs. 1,456,409,774.
The accumulation in the "Foreign Currency Monetary Item Translation Difference Account" remaining to be amortised
are as under:
Particulars
31.03.2009
01.04.2008
Rs.
Un-amortised Exchange Differences
19
Rs.
730,529,217
(79,778,697)
The Company has the following provisions in the books of account as on 31.03.2009 :
2008-09
Balance as at the beginning of the year
Additions during the year
Utilised during the year
Balance as at the end of the year
2007-08
Rs.
Warranty
Rs.
Other Probable
Obligations
Rs.
Warranty
1,000,000
23,548,755
9,524,893
15,023,862
343,800,872
343,800,872
1,390,507
390,507
1,000,000
Rs.
Other Probable
Obligations
-
Warranty provisions relates to the estimated outflow in respect of warranty for products sold by the Company and other
probable obligations provisions relates to the estimated outflow in respect of possible liabilities expected to arise in future.
Due to very nature of such costs, it is not possible to estimate the timing/uncertainties relating to their outflows as well as
expense from such estimates
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
20
The Company has been granted exemption from Trade Tax and Central Sales Tax under Section 4-A of U.P. Trade Tax Act for a
period of 15 years for their A – 164 Unit w.e.f. 31.03.2000, which was converted into Tax Deferment (Section 42) with the
introduction of U.P. VAT Act, 2008 w.e.f. 01.01.2008. Subsequently, the provisions were amended by U.P. VAT (Amendment)
Act 2009 and as per amended provisions, the industrial unit availing benefit of exemption on the turnover of sales under the
erstwhile Act or the Central Sales Tax Act become entitled for exemption again but by way of Refund of net tax paid subject
to certain conditions . The company has met required conditions subsequent to the year end and is in the process of filing the
claim for refund of tax deposited with the relevant authorities.
21
Based on the information available with the company, the company has identified 8 vendors as Micro and small enterprises
as defined in the Micro, Small and Medium Enterprises Development Act, 2006. The balance due to such vendors as at
31.03.2009 has been disclosed separately under "Current Liabilities and Provisions" (Refer Schedule 12).
Disclosure relating to dues Outstanding to Micro & Small Enterprises as defined in Micro Small & Medium Enterprises
Act 2006
a)
Principal Amount
Interest thereon
Total
(b) Amount of Payments made to Micro & Small Enterprises beyond the
appointed date during the year
Principal Amount
Interest Actually Paid u/s 16 of the Act.
Total
(c)
2008-09
Rs.
Amount remaining unpaid to Micro & Small Enterprises at the end of year
41,119,703
1,517,845
42,637,548
213,604
5,865
219,469
267,741,875
Nil
267,741,875
224,433
Nil
224,433
Nil
Nil
Nil
Nil
1,517,845
1,517,845
5,865
5,865
Interest due & Payable (excluding interest u/s 16 of the Act) to Micro
& Small Enterprises for delayed payments
Interest accrued during the year as per agreed terms.
Interest payable during the year as per agreed terms.
(d) Interest accrued (including interest u/s 16 of the Act) and remaining
unpaid at the end of the year
Interest accrued during the year.
Interest remaining unpaid during the year.
22
(a)
2007-08
Rs.
During the year 2007-08 the Company issued fully paid bonus shares to the equity shareholders of the Company in the
ratio of one bonus share for two existing fully paid shares by capitalising the sum standing to the credit of Company's
general reserve. Consequently the Company has allotted 56,077,035 equity shares which also includes 127,975 equity
shares against options exercised after the record date i.e. 18th July 2007.
(b) During the year 2008-09 the Company issued 25,000 fully paid bonus shares to a director of the Company on excercise
of DSOP in the ratio of one bonus share for two existing stock options by capitalising the sum standing to the credit of
Company's general reserve.
23
Corresponding figures for the previous year have been regrouped/rearranged, wherever necessary to conform to current
year classification.
By order of the Board
for and on behalf of MOSER BAER INDIA LIMITED
Deepak Puri
Chairman and
Managing Director
Place
Date
: New Delhi
: July 08, 2009
Ratul Puri
Executive Director
Minni Katariya
Head Legal and Company Secretary
Yogesh Mathur
Group CFO
130/131
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE
1
Registration Details
Registration No :
Balance Sheet Date:
II
State Code:
55
Capital Raised during the year (Amount in Rs.Thousands)
Public Issue :
Bonus issue :
III
15418
31.03.2009
NIL
250
Right Issue :
Private Placement:
NIL
NIL
Position of Mobilisation and Deployment of Funds(Amount in Rs.Thousands)
Total Liabilities:
40,257,846
Total Assets:
40,257,846
1,683,061
14,875,285
Reserves & Surplus :
Unsecured Loans :
Deferred Tax Laiblity
15,150,682
8,548,818
-
26,067,830
11,419,894
-
Investments :
Misc.Expenditure :
SOURCE OF FUNDS:
Paid up Capital:
Share Warrant
Secured Loans :
APPLICATION OF FUNDS:
Net Fixed Assets :
Net Current Assets :
Accumulated Losses:
IV
Performance of Company (Amount in Rs.Thousands)
Turnover :
(Loss) Before Tax :
Earning per share in Rs:
V
2,770,122
-
24,834,700
(1,583,964)
(8.96)
Total Expenditure :
(Loss) After Tax
:
Dividend Rate
:
26,418,664
(1,508,661)
6%
Generic Names of Three Principal Products/Services of the Company (as per monetary terms)
Item Code No: (ITC Code)
Product Description:
Item Code No: (ITC Code)
Product Description:
Item Code No: (ITC Code)
Product Description:
Deepak Puri
Chairman and
Managing Director
Place: New Delhi
Date: July 08, 2009
852320
MAGNETIC DISK
852390
COMPACT DISK RECORDABLE
847193.09
STORAGE UNITS
Ratul Puri
Executive Director
Minni Katariya
Head Legal and Company Secretary
Yogesh Mathur
Group CFO
AUDITORS' REPORT ON CONSOLIDATED FINANCIAL STATEMENTS
1.
We have audited the attached consolidated balance sheet of Moser Baer India Limited and its subsidiaries, joint venture
and associates (the "Group"), as at March 31, 2009, and the Consolidated Profit and Loss Account and Consolidated
Cash Flow Statement for the year ended on that date annexed thereto. These consolidated financial statements are the
responsibility of Moser Baer India Limited's management. Our responsibility is to express an opinion on these financial
statements based on our audit.
2.
We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are prepared,
in all material respects, in accordance with an identified reporting framework and are free of material misstatements. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for
our opinion.
3.
We did not audit the financial statements of certain subsidiaries, joint venture and associates of Moser Baer India
Limited. The financial statements of these subsidiaries reflect total assets of Rs. 906,404,190 as at March 31, 2009, total
revenues and net cash inflow from operating activities of Rs. 454,496,424 and Rs. 130,389,434 respectively, for the year
ended on that date. The financial statements of the joint venture have been prepared for the year ended December 31,
2008 and reflect total assets of Rs. 556,987,084 as at December 31, 2008 and total revenues and net cash outflow from
operating activities of Rs. 95,412,848 and Rs. 111,498,552. The financial statements of associates have been prepared
for the year ended March 31, 2009 reflects the Group's share of loss for the year ended on March 31, 2009 of Rs.
1,206,860. These financial statements have been audited by other auditors whose report has been furnished to us, and
our opinion, in so far as it relates to the amounts included in respect of these subsidiaries, joint venture and associates,
is based solely on the report of the other auditors.
4.
We report that the consolidated financial statements have been prepared by the Company in accordance with the
requirements of Accounting Standard 21, 'Consolidated Financial Statements', Accounting Standard 23, 'Accounting for
Investments in Associates in Consolidated Financial Statements' and Accounting Standard 27, 'Financial Reporting of
Interests in Joint Ventures' issued by the Institute of Chartered Accountants of India and on the basis of the separate
audited financial statements of Moser Baer India Limited, its subsidiaries, joint venture and associates included in the
consolidated financial statements.
5.
On the basis of information and explanations given to us and on consideration of separate audit reports on individual,
joint venture audited financial statements of Moser Baer India Limited and its aforesaid subsidiaries and associates, in
our opinion, the consolidated financial statements give a true and fair view in conformity with accounting principles
generally accepted in India:
(i) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2009;
(ii) in the case of the Consolidated Profit and Loss Account, of the consolidated results of operations of the Group for
the year ended on that date; and
(iii) in the case of the Consolidated Cash Flow Statement, of the consolidated cash flows of the Group for the year
ended on that date.
Place: New Delhi.
Date : July 08, 2009
Anuradha Tuli
Partner
Membership Number F 85611
For and on behalf of
Price Waterhouse
Chartered Accountants
132/133
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2009
SOURCES OF FUNDS:
SHAREHOLDERS' FUNDS:
Capital
Preference Shares Issued By Subsidiary Companies
Reserves and Surplus
LOAN FUNDS:
Secured Loans
Unsecured Loans
Deferred Tax Liability (Net)
(Refer Note 13 of Schedule 22 Part-B)
TOTAL
APPLICATION OF FUNDS:
FIXED ASSETS:
Gross Block
Less: Depreciation
Net Block
Capital Work-in-progress
Goodwill on Consolidation
(Refer Note 2.5 of Schedule 22 Part-A and
Note 2 of Schedule 22 Part-B)
Deferred Tax Assets (Net)
(Refer Note 13 of Schedule 22 Part-B)
INVESTMENTS
CURRENT ASSETS, LOANS
AND ADVANCES:
Inventories
Sundry Debtors
Cash and Bank
Other Current Assets
Loans and Advances
Less: CURRENT LIABILITIES
AND PROVISIONS:
Current Liabilities
Provisions
Schedule
As at 31.03.2009
Rs.
As at 31.03.2008
Rs.
1
2
3
1,683,061,040
8,155,786,423
11,324,048,736
21,162,896,199
1,682,311,040
3,930,249,931
16,395,036,772
22,007,597,743
4
5
22,682,846,604
10,615,122,165
-
20,668,998,550
11,172,953,960
91,604,469
54,460,864,968
53,941,154,722
52,490,005,280
23,992,910,683
28,497,094,597
6,186,347,311
34,683,441,908
81,699,383
47,183,098,195
18,996,463,093
28,186,635,102
5,303,696,232
33,490,331,334
322,760,711
6
6
4,061,518
7
1,563,029,852
3,768,485,167
8
9
10
11
12
9,046,725,464
4,071,492,157
7,626,336,528
170,942,846
4,923,335,693
25,838,832,688
7,247,478,532
3,767,537,933
8,210,382,338
159,264,791
2,821,408,293
22,206,071,887
6,250,426,103
1,459,774,278
7,710,200,381
18,128,632,307
54,460,864,968
5,092,100,597
754,393,780
5,846,494,377
16,359,577,510
53,941,154,722
13
Net Current Assets
TOTAL
SIGNIFICANT ACCOUNTING POLICIES AND
NOTES TO ACCOUNTS
This is the Consolidated Balance Sheet referred to in our
report of even date.
-
22
The schedules referred to above form
an integral part of the Consolidated Balance Sheet.
By order of the Board
for and on behalf of MOSER BAER INDIA LIMITED
Anuradha Tuli
Partner
Membership Number-F-85611
For and on behalf of
PRICE WATERHOUSE
Chartered Accountants
Place: New Delhi
Date : July 08, 2009
Deepak Puri
Chairman and
Managing Director
Ratul Puri
Executive Director
Minni Katariya
Head Legal and
Company Secretary
Yogesh Mathur
Group CFO
MOSER BAER INDIA LIMITED
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009
Schedule
INCOME:
Gross Sales (Refer Note 4 of Schedule 22 Part-A)
[(Includes share of Joint Venture Rs.11,205,713 (Previous year Rs. 365,319)]
Less: Excise Duty
Net Sales
Other Income
Increase in stock of Finished Goods,
Work in Progress, Traded Goods and Film Rights
EXPENDITURE:
Purchase of Traded Goods and Film Rights
Cost of Film Production
Raw Materials and Components Consumed
[Includes share of Joint Venture Rs. 14,424,796 (Previous year Rs. 581,137)]
Packing Material Consumed
Stores, Spares and Tools Consumed
Personnel Expenses
Administration & Other Expenses
Interest & Finance Charges
Depreciation/ Amortisation
(Loss)/ Profit before Prior Period Items and Tax
Exceptional Items Income/(Expense)
Prior Period Expense/(Income)
(Loss)/Profit before Tax
Tax Expense: (Refer Note 13 of Schedule 22 Part-A)
Current Tax [net of provision written back in respect
of earlier years of Rs. Nil (Previous year Rs.2,399,128)
and including Wealth Tax Rs 63,213 (Previous Year
Rs. 253,198) and written back Rs. 101,010 for previous year]
Fringe Benefit Tax [Includes Rs. 22,16,212
(Previous year Rs. 1,286,727) Provision made for earlier years]
Deferred Tax (Refer Note 13 of Schedule 22 Part-B)
Net (Loss)/ Profit after Tax
Minority Interest (Share in Loss)
Share in Loss of Associates
Net (Loss)/ Profit for the year
Profit available for appropriation
APPROPRIATIONS:
Proposed Dividend:
-on Equity Shares (including Rs.75,000 (previous year Rs. 266,751)
paid for previous year)
Corporate Tax on Proposed Dividend (including Rs. 12,748
(previous year Rs. 45,334) paid for previous year)
Transferred to General Reserve
Balance carried to Balance Sheet
Earnings Per Share (Face Value of Rs. 10 each)
Basic
Diluted
(Refer Note 17 of Schedule 22 Part-B)
SIGNIFICANT ACCOUNTING POLICIES AND
NOTES TO ACCOUNTS
This is the Consolidated Profit and Loss Account referred to in our
report of even date.
Anuradha Tuli
Partner
Membership Number-F-85611
For and on behalf of
PRICE WATERHOUSE
Chartered Accountants
Place : New Delhi
Date : July 08, 2009
14
15
16
17
18
19
20
21
Year ended
31.03.2009
Rs.
Year ended
31.03.2008
Rs.
25,405,190,969
21,356,228,177
675,201,747
24,729,989,222
2,020,442,754
656,129,508
20,700,098,669
1,057,736,496
1,627,183,187
28,377,615,163
1,269,527,982
23,027,363,147
1,403,906,390
144,295,501
12,186,924,659
404,386,713
17,779,847
9,085,961,998
2,230,772,931
827,337,979
2,957,717,468
5,317,178,722
2,733,911,051
5,116,600,976
32,918,645,677
(4,541,030,514)
867,019,899
35,604,387
(3,709,615,002)
2,009,985,621
1,006,667,197
2,379,644,249
3,547,727,860
2,074,793,855
4,458,372,460
24,985,319,800
(1,957,956,653)
(2,891,619)
(1,955,065,034)
1,512,537
(1,043,106)
20,819,530
(95,665,987)
(3,636,281,082)
(1,206,860)
(3,637,487,942)
(3,637,487,942)
20,994,358
2,899,726
(1,977,916,012)
12,278,010
(57,234,908)
(2,022,872,910)
(2,022,872,910)
101,058,662
17,174,919
168,497,855
28,636,210
(3,755,721,523)
-
(1,434,732,662)
(785,274,313)
(21.61)
(21.61)
(12.05)
(12.05)
22
The schedules referred to above form
an integral part of the Consolidated Profit and Loss Account
By order of the Board
for and on behalf of MOSER BAER INDIA LIMITED
Minni Katariya
Deepak Puri
Ratul Puri
Chairman and
Executive Director
Head Legal and
Managing Director
Company Secretary
Yogesh Mathur
Group CFO
134/135
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2009
Schedule
Cash flow from operating activities:
Net (Loss)/ Profit after prior period items but before tax
Adjustments for:
Depreciation
Interest Expense
Interest Income
Income from Investment - Dividends
(Profit)/ Loss on Fixed Assets sold
Share of Loss in Associate
(Profit)/ Loss on sale of Current Investments
Debts/ Advances Written off
Provision for Bad & Doubtful Debts
Provision for Doubtful Advances
Liability no longer required written back
Provision for doubtful debts written back
Provision for Gratuity & Leave Encashment
Stock written off
Unrealised foreign exchange loss debited to Foreign
Currency Monetary Item Translation Difference Account
Goods Damaged in Transit
Provision for Other Probable Obligations
Provision for Warranty Expenses
Unrealised foreign exchange (gain) /loss
Exchange Gain on sales of Current Investments
Exceptional items (net)
Prior Period Expenses/ (Income) (Net)
Operating profit before working capital changes
Adjustments for changes in working capital :
(Increase)/Decrease in Sundry Debtors
(Increase)/Decrease in Other Receivables
(Increase)/Decrease in Inventories
Increase/(Decrease) in Trade and Other Payables
Cash generated from operations
Taxes (Paid) / Received (Net of TDS)
Prior Period Expenses/ (Income) (Net)
Net cash from operating activities
Cash flow from Investing activities:
Purchase of fixed assets
Proceeds from Sale of fixed assets
Proceeds from Sale of Current Investments
Purchase of Current Investments
Amount Paid on Acquisition of Interest in Joint Venture
Purchase of investment - Others
Interest Received
Dividend Received
Net cash used in investing activities
Year ended
31.03.2009
Rs.
Year ended
31.03.2008
Rs.
(3,709,615,002)
(1,955,065,034)
5,116,600,976
2,573,049,434
(547,064,470)
(23,395,428)
(3,283,837)
(1,206,860)
(16,513,528)
35,682,259
12,003,486
161,000,159
(57,835,040)
76,513,456
36,896,296
4,458,372,460
1,983,489,340
(374,979,833)
(26,956,938)
(5,939,384)
(5,045,108)
8,343,968
18,521,647
(45,826,037)
(10,994,000)
11,974,380
24,501,334
(936,991,637)
252,780,000
48,367,152
1,791,773,743
(138,426,423)
(867,019,899)
35,604,387
1,509,749
3,720,265
(213,704,596)
(2,891,619)
3,838,919,224
3,869,030,593
(621,515,659)
(1,970,836,373)
(1,836,143,228)
1,968,923,194
1,379,347,158
(246,426,818)
(1,158,202,160)
(1,131,757,551)
243,878,446
1,576,522,510
(244,354,277)
(35,604,387)
(144,811,959)
2,891,619
1,099,388,494
1,434,602,170
(5,604,141,120)
2,020,906
2,774,794,983
(769,763,577)
(91,754,026)
469,095,004
23,395,428
(3,196,352,402)
(8,298,810,009)
63,788,355
3,112,410,586
(6,021,745,921)
(557,845,000)
343,664,545
26,956,938
(11,331,580,506)
contd...
MOSER BAER INDIA LIMITED
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2009 (Contd.)
Year Ended 31-Mar-09
Rs.
Cash flow from financing activities:
Proceeds from issue of share Capital (including Share Premium)
Proceeds from issue of Preference shares by subsidiary companies
Proceeds from Long Term Loans
Repayment of Zero Coupon Foreign Currency Convertible Bonds
Repayment of Long Term Loans
Proceeds from short term borrowings (Net)
Interest Paid
Dividend Paid
Dividend Tax Paid
Issue expenses of Foreign Currency Convertible Bonds
Net cash used in financing activities
Year Ended 31-Mar-08
Rs.
11,665,000
4,225,536,492
3,151,638,067
(1,029,084,103)
(6,317,989,062)
4,616,613,826
(2,875,406,122)
(168,113,616)
(28,603,622)
(966,500)
1,585,290,360
121,119,433
3,930,249,931
5,954,198,889
6,106,500,000
(3,122,246,276)
4,430,795,180
(2,072,632,742)
(168,146,331)
(28,495,266)
(103,376,854)
15,047,965,964
Net Increase/(Decrease) in Cash & Cash Equivalents
Exchange Gain on Cash & Cash Equivalents
Net Increase/(Decrease) in Cash & Cash Equivalents
(511,673,548)
(72,372,262)
(584,045,810)
5,150,987,629
6,601,132
5,157,588,761
Cash and cash equivalents at beginning of the year
8,210,382,338
2,697,268,546
-
355,525,031
7,626,336,528
8,210,382,338
43,407,800
8,381,949
6,553,196,210
1,016,134,901
5,215,668
7,626,336,528
217,934,702
416,556
7,462,033,866
523,368,891
6,628,323
8,210,382,338
Cash and Cash Equivalents acquired on acquisition of Joint Venture
Cash and cash equivalents at end of the year
Cash and cash equivalents comprise:
Cash, Cheques & Drafts (in hand) and Remittances in transit
Call Deposit
Fixed Deposits
Balance with Scheduled Banks
Balance with Non-scheduled Banks
Notes :
1.
The above Cash flow statement has been prepared under the indirect method notified under sub-section 3C of Section 211 of the
Companies Act .
2.
Figures in brackets indicate cash outgo.
3.
Previous period figures have been regrouped and recast wherever necessary to conform to the current period classification.
4.
Cash and cash equivalents includes balance in Unpaid Dividend Account Rs. 3,981,486 (Previous Year Rs. 3,791,342) and in Fixed
Deposits Rs. 3,481,859,741 (Previous Year Rs. 1,414,472,533) under lien and margin money, which are not available for use by the
Company. (Refer schedule 10 in the accounts).
5.
These significant accounting policies and notes to accounts (Schedule 22) form an integral part of the consolidated cash flow
statement.
This is the Consolidated Cash Flow Statement referred to in our
report of even date.
The schedules referred to above form an integral part of the
Consolidated Cash Flow Statement.
By order of the Board
for and on behalf of MOSER BAER INDIA LIMITED
Anuradha Tuli
Partner
Membership Number-F-85611
For and on behalf of
PRICE WATERHOUSE
Chartered Accountants
Deepak Puri
Chairman and
Managing Director
Ratul Puri
Executive Director
Minni Katariya
Head Legal and
Company Secretary
Yogesh Mathur
Group CFO
Place: New Delhi
Date : July 08, 2009
136/137
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2009
As at 31.03.2009
Rs.
SCHEDULE 1 - CAPITAL:
Authorised:
207,500,000 (Previous Year 207,500,000) Equity Shares of Rs.10 each
750,000 (Previous Year 750,000) Preference Shares of Rs. 100 each
Issued, Subscribed and Paid-up:
168,306,104 (Previous year 168,231,104) Equity Shares of Rs.10 each fully paid
Note:
25,000(Previous year 56,077,035) Equity Shares of Rs. 10 each
issued as fully paid Bonus Shares during the year by capitalisation
of General Reserve. (Refer Note 30 of Schedule of 22 Part-B)
TOTAL
SCHEDULE 2- PREFERENCE SHARES ISSUED BY SUBSIDIARY
COMPANIES:
23,784,606 (Previous year 23,784,606) Fully Convertible Preference shares of
GBP 1 each fully paid in cash (Refer Note 3(a) of Schedule 22 Part-B)
196,450,000 (Previous year 196,450,000) Non-Cumulative, Fully Convertible
Re.1 Dividend Bearing Class-A Preference Shares of Rs 10 each fully paid
in cash (Refer Note 3(b) of Schedule 22 Part-B)
65,000,000 (Previous year Nil ) Non-Cumulative, Fully Convertible Re.1
Dividend Bearing Class-B Preference Shares of Rs 10 each fully paid
in cash(Refer Note 3(c) of Schedule 22 Part-B)
43,360,485 (Previous year Nil) Fully Convertible Class B Preference Shares of
GBP 1 each fully paid in cash (Refer Note 3(d) of Schedule 22 Part-B)
TOTAL
SCHEDULE 3 - RESERVES AND SURPLUS:
Capital Reserve:
As per last Balance Sheet
Securities Premium Account:
As per last Balance Sheet
Addition during the year (Refer Note 15(a) of Schedule 22 Part-B)
Add:- Provision for redemption of Zero Coupon Foreign
Currency Convertible Bonds reversed during the year on
repurchase (Refer Note 20(c) of Schedule 22 Part-B)
Less:- Provision for redemption of Zero Coupon Foreign Currency
Convertible Bonds (Refer Note 20(c) of Schedule 22 Part-B)
Less:- Issue expenses of Zero Coupon Foreign Currency
Convertible Bonds
Profit and Loss Account Balance:
As per last Balance Sheet
Additions during the year
Foreign Currency Translation Reserve :
As per last Balance Sheet
Additions during the year
General Reserve:
As per last Balance Sheet
Add: Transferred from Profit and Loss Account during the year
Less: Utilised during the year 25,000 Equity Shares of
Rs. 10 each issued as fully paid Bonus Shares
Less: Debited during the year (Refer Note 21 of Schedule 22 Part-B)
Foreign Currency Monetary Item Translation Difference Account
TOTAL
As at 31.03.2008
Rs.
2,075,000,000
75,000,000
2,150,000,000
2,075,000,000
75,000,000
2,150,000,000
1,683,061,040
1,682,311,040
1,683,061,040
1,682,311,040
1,965,749,931
1,965,749,931
1,964,500,000
1,964,500,000
650,000,000
-
3,575,536,492
8,155,786,423
3,930,249,931
181,440,000
181,440,000
181,440,000
181,440,000
8,618,158,209
10,915,000
8,910,146,987
116,172,343
252,526,052
-
546,206,860
304,784,267
966,500
8,334,425,901
103,376,854
8,618,158,209
-
785,274,313
(785,274,313)
-
87,267,403
(94,542,567)
(7,275,164)
(25,638,067)
112,905,470
87,267,403
7,508,171,160
(3,755,721,523)
9,503,674,172
(1,434,732,662)
250,000
206,212,421
3,545,987,216
(730,529,217)
11,324,048,736
560,770,350
7,508,171,160
16,395,036,772
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2009
As at 31.03.2009
Rs.
Rs.
SCHEDULE 4- SECURED LOANS:
(Refer Note 12 of Schedule 22 Part-A)
Term Loans (Refer notes below):
From Banks:
Rupee Loans
Interest Accrued and Due
Foreign Currency Loans
Interest Accrued and Due
9,646,185,497
66,024,932
2,531,326,627
436,842
From Others:
Rupee Loans
Foreign Currency Loans
Other Loans (Refer notes below):
Short Term Loans from Banks:
Secured by hypothecation of stock-in-trade and book debts
Interest Accrued and Due
Foreign Currency Loan
Interest Accrued and Due
7,486,005,167
9,566,605
305,436,754
-
Secured by lien on Fixed Deposits
Foreign Currency Loan Secured by
Lien on Fixed Deposits
From Others:
Secured by hypothecation of stock-in-trade and book debts
TOTAL
As at 31.03.2008
Rs.
Rs.
12,019,923,292
52,361,921
2,445,947,599
2,531,763,469
1,021,149
12,243,973,898
2,446,968,748
14,519,253,961
600,000,000
1,141,425,000
13,985,398,898
600,000,000
1,061,118,750
16,180,372,711
9,712,210,429
3,787,684,420
749,662
535,508,610
305,436,754
1,182,041
7,495,571,772
12,072,285,213
3,788,434,082
536,690,651
570,289,721
163,501,106
88,349,404
-
237,800,055
8,697,447,706
22,682,846,604
4,488,625,839
20,668,998,550
Notes:
1
Rupee Term Loans from State Bank of India, Canara Bank, Indian Overseas Bank, Exim Bank,Union Bank of India,Syndicate Bank, United Bank of
2
3
4
India, State Bank of Saurashtra, Indian Bank, State Bank of Mysore, State Bank of Indore, Punjab National Bank, Oriental Bank of Commerce, UCO
Bank, State Bank of Patiala, Bank of Baroda, Bank of Maharastra, Jammu and Kashmir Bank, State Bank of Bikaner and Jaipur and Foreign
Currency Loans from Banks/Financial Institutions, International Finance Corporation, Indian Overseas and Union Bank of India and ECB Loan
from Bank of Baroda are secured by way of first mortgage and charge on all the immovable and movable fixed assets, present and future, of the
relevant company (subject to prior charge on specified movables as otherwise stated, including in favour of the relevant company's bankers by
way of security for the borrowing of working capital), ranking pari-passu with charges for the Term Loans.
Rupee Short Term loans from Citi Bank, Punjab National Bank, State Bank of Saurashtra, Vijaya Bank, Bank of Nova Scotia, State Bank of Bikaner
& Jaipur, State Bank of Patiala, State Bank of Travancore , Bank of Baroda, Oriental Bank of Commerce, UCO Bank, State Bank of India and Union
Bank of India are further secured by way of second charge on all the immovable properties of the relevant companies.
Short Term Foreign Currency Loan from Oriental Bank of Commerce and UCO Bank are secured by first charge by way of hypothecation on parripassu basis on all the present & future current assets of the relevant company and further secured by way of a second charge on parri-passu on all
the moveable and immoveable fixed assets of the relevant companies.
Term Loans repayable within one year Rs. 5,689,701,937 (Previous year Rs. 4,276,726,532).
SCHEDULE 5 - UNSECURED LOANS:
(Refer Note 12 of Schedule 22 Part-A)
Short term loans from Banks:
Rupee Loan
Interest Accrued and Due
Foreign Currency Loan USD Nil (Previous Year USD 2,244,668)
Other Loans:
Foreign Currency Convertible Bonds (Refer Note 20 of Schedule 22 Part-B)
Zero Coupon Tranche A Convertible Bonds Due 2012
USD 49,000,000 (Previous Year USD 75,000,000)
Zero Coupon Tranche B Convertible Bonds Due 2012
USD 50,000,000 (Previous Year USD 75,000,000)
VAT Deferment Loan (Refer Note 24 of Schedule 22 Part -B)
(Repayable after a period of 5 years)
Share in Joint Venture
TOTAL
5,501,870,393
50,320,356
-
5,000,000,000
14,920,701
90,033,613
2,485,770,000
3,008,250,000
2,536,500,000
-
3,008,250,000
19,043,249
10,574,460,749
40,661,416
10,615,122,165
11,140,497,563
32,456,397
11,172,953,960
47,389,223
44,942,240
4,527,307
257,522,615
168,657,121
30,944,119
39,484,798,991
Previous Year
131,644,980
118,890,456
118,890,456
47,183,098,195
52,490,005,280
52,490,005,280
53,141,913
293,747,593
2,002,469,715
323,917,844
52,475,664,203
14,341,077
304,596,171
213,163,478
35,194,244
44,797,550,702
273,666,570
4,145,882,845
32,333,128
14,565,852,707
18,996,463,093
18,996,463,093
26,966,927
90,111,292
247,523,283
77,459,674
18,977,946,994
18,516,099
80,289,763
90,336,597
9,508,251
17,819,961,551
17,373,285
504,143,179
14,273,192
6,552
Rs.
Deductions
28,270
189,501
205,578
4,497,766,395 67,156,009
5,116,600,976 120,153,386
5,116,600,976 120,153,386
6,202,805
44,894,327
420,018,232
128,360,697
5,034,950,956 19,987,267
81,650,020 100,166,119
18,258,514
26,520,537
3,038,506
4,242,921,488 19,557,366
2,966,303
137,848,305
3,921,242
For the
Year
Rs.
18,996,463,093
23,992,910,683
23,992,910,683
33,169,732
135,005,619
667,541,515
205,820,371
23,992,910,683
-
98,520,007
116,667,633
12,341,179
22,043,325,673
20,339,588
641,991,484
18,187,882
5,303,696,232
33,490,331,334
33,490,331,334
6,186,347,311
34,683,441,908
5,267,752,384
35,943,848
5,066,490,861
201,261,523
5,273,300,578
913,046,733
6,186,347,311
-
28,186,635,102
17,632,629
203,636,301
833,403,033
97,615,080
28,121,313,119
65,321,983
177,232,852
78,320,524
21,435,868
23,047,648,490
256,293,285
3,372,219,451
15,875,606
28,497,094,597
19,972,181
158,741,974
1,334,928,200
118,097,473
28,482,753,520
14,341,077
206,076,164
96,495,845
22,853,065
22,754,225,029
253,326,982
3,503,891,361
14,145,246
As at
31.03.2008
Rs.
NET BLOCK
As at
As at
31.03.2009 31.03.2009
Rs.
Rs.
DEPRECIATION/AMORTISATION
As at
01.04.2008
Rs.
Borrowing Costs capitalised during the period Rs. 380,007,679 (Previous Year Rs. 135,029,745).
Expenditure pending allocation includes borrowing cost capitalised during the year Rs. 270,892,995 ( Previous Year 43,019,058 ) and Exchange Difference on long term Foreign Currency liabilities
amounting to Rs. 206,677,941 ( Previous Year Rs. Nil ).(Refer Note 21 of Schedule 22 Part- B)
Gross Block of fixed assets include Rs. 1,951,894,702 (Previous Year Rs. 1,587,630,345) relating to the SEZ division of the Company.
2.
3.
4.
Gross Block and additions to Plant and Machinery have been increased by Rs. 886,406,501 (Previous Year increased by Rs. Nil) on account of foreign exchange differences .(Refer Note 21 of
Schedule 22 Part- B)
7,829,944,184
5,425,797,541
5,425,797,541
8,466,238
110,424,218
315,667
435,883
277,182
7,102,337
335,169
Rs.
As at
31.03.2009
Rs.
1.
Notes:
47,183,098,195
47,183,098,195
8,542,357
921,543,399
148,843,090
5,384,870,328
40,927,213
3,937,042,998
40,867,610,041
44,599,556
293,747,593
1,080,926,316
175,074,754
47,099,260,113
83,838,082
269,520,215
2,519,499
Rs.
Deductions
GROSS BLOCK
Additions
273,666,570
3,876,362,630
30,148,798
As at
01.04.2008
Rs.
Grand Total
TOTAL
TOTAL
Share in Joint Venture
TOTAL
Capital Work in Progress:
Capital Work in Progress, including
capital advances of Rs. 1,295,539,971
(Previous Year Rs. 715,093,443)
Expenditure pending allocation
(Refer Note 11 of Schedule 22 Part-B)
Share in Joint Venture
Intangible Assets
Software
Technical Know How
Copyrights
Marketing and Distribution Rights
Leasehold Land (Refer Note 3 below)
Buildings (Refer Note 3 below)
Leasehold Improvements
Plant & Machinery, Electrical
Installations and Other Equipments
(Refer Notes 1, 2 and 3 below)
Furniture, Fixtures and
Office Equipments
(Refer Note 3 below)
Computers
Vehicles
Tangible Assets
DESCRIPTION
(Refer Notes 5, 6, 9, 10, 14 and 16 of Schedule 22 Part-A)
SCHEDULE 6 - FIXED ASSETS:
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2009
a n n u a l r e p o r t 0 8 / 0 9
138/139
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2009
As at 31.03.2009
Rs.
Rs.
Rs.
As at 31.03.2008
Rs.
SCHEDULE 7 - INVESTMENTS:
(Refer Note 7 of Schedule 22 Part-A and
Note 1.2, 2 and 10 of Schedule 22 Part-B)
LONG TERM
Investments in Others (Trade and unquoted):
CAPCO Luxembourg S.a.r.l.
1 Equity share of Euro 125 each
63,366 (Previous Year 63,366) Preferred
Equity Certificates of Euro 125 each
Less: Provision for Diminution in value of Investment
The Solaria Corporation
6,153,846 Shares Series B Preferred Stock of USD 0.001 each
3,516,606 Shares Series C Preferred Stock of USD 0.001 each*
1,018,866 Shares Series C 1 Preferred Stock of USD 0.001 each*
* acquired during the previous year
Stion Corporation
1,000,000 Shares of Series A Preferred Stock of USD 0.0001 each
82,912 Shares of Series B-1 Preferred Stock of USD 0.0001 each
82,912 Shares of Series B-2 Preferred Stock of USD 0.0001 each *
* acquired during the year
Sol Focus, Inc.
7,000,000 (Previous Year 7,000,000) Shares
of Series A Preferred Stock of USD 0.0001 each
4,950,495 (Previous Year 4,950,495) Shares
of Series B Preferred Stock of USD 0.0001 each
2,178,649 (Previous Year Nil) Shares of Series
C Preferred Stock of USD 0.0001 each
4,961
320,668,823
320,668,823
185,293,200
198,454,978
57,498,346
45,302,150
7,693,234
12,241,163
4,961
4,961
320,668,823
-
320,673,784
441,246,524
185,293,200
198,454,978
57,498,346
441,246,524
65,236,547
45,302,150
7,693,234
-
52,995,384
327,047,185
327,047,185
410,660,000
470,579,375
245,340,000
Sol Focus Europe, Inc.
Nil (Previous Year 4,357,298) Shares of
Series A Preferred Stock of USD 0.0001 each
983,047,185
-
797,626,560
-
282,195,375
Skyline Solar Inc.
482,250 Shares of Series A Preferred Stock of
USD 0.5384 each (Previous year 8% Convertible Promissory Note)
13,025,522
9,925,000
Moser Baer Infrastructure Ltd. (Associate)
3,430,000 Equity Shares of Rs. 10/- each
(Previous Year 3,170,000 Equity Shares Rs. 2/paid- up and 260,000 Equity Shares of Rs. 10/- each)
32,174,861
8,631,086
Moser Baer Infrastructure and Developers Limited (Associate)
2,600,000 Equity Shares of Rs. 10 each
22,174,252
-
Moser Baer Projects Private Ltd.
510,000 (Previous Year 510,000) Equity Shares of Rs 10/- each
5,100,000
5,100,000
Lumen Engineering Private Ltd.
102,000 (Previous Year Nil) Equity Shares of Rs. 10/- each
1,020,000
-
-
1,248,591,454 1,850,091,454
1,563,029,852
3,768,485,167
SHORT TERM
Current (Non-Trade and unquoted)
Investment in 1 Year USD Yield Enhance Certificate of Rabobank
with maturity date of November 12, 2008 (include exchange
difference of Rs. 12 million)
-
Investments in Mutual funds
-
TOTAL (aggregate value of unquoted investments)
601,500,000
140/141
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2009
As at 31.03.2009
Rs.
Rs.
As at 31.03.2008
Rs.
Rs.
SCHEDULE 8 - INVENTORIES:
(Refer Note 8 of Schedule 22 Part-A)
Stores and spare parts
including in transit Rs. 27,026,672 (Previous Year Rs. 18,279,333)
-net of provision for non-moving stock Rs. 232,201
(Previous Year Rs. 232,201)
1,172,687,280
990,826,510
Raw Materials and Components
including in transit Rs. 497,292,394 (Previous Year Rs. 448,959,047)
-net of provision for non-moving stock Rs. 2,233
(Previous Year Rs. Nil)
1,817,023,896
1,868,189,372
154,956,354
152,516,857
Packing Material
including in transit Rs. 15,181,008 (Previous Year Rs. 13,365,789)
net of provision for non-moving stock Rs. 8,003,246
(Previous Year Rs.8,003,246)
Work in Progress
2,619,231,854
2,044,167,868
Manufactured Finished Goods
-net of provision for obselete stock Rs. 3,039,458
(Previous Year Rs. Nil)
2,789,856,868
1,952,785,748
Traded Goods
Film Released less amortisation
Films Completed and not released
Films under Production
Rights of Films (Theatrical and Other Commercial Rights)
326,608,975
124,726,606
41,633,631
9,046,725,464
65,316,046
3,220,153
49,532,202
27,447,124
90,460,728
7,244,462,608
Share in Joint Venture
Less :Dimunition in Value of Investment
2,770,123
2,770,123
TOTAL
-
3,015,924
-
9,046,725,464
3,015,924
7,247,478,532
SCHEDULE 9- SUNDRY DEBTORS:
Debts outstanding for a period exceeding six months
Considered Good-Secured
Considered Good-Unsecured
Considered Doubtful-Unsecured
Less: Provision for Doubtful Debts
Other Debts
Considered Good-Secured
Considered Good-Unsecured
Considered Doubtful-Unsecured
Less: Provision for Doubtful Debts
Share in Joint Venture
Less :Dimunition in Value of Investment
TOTAL
27,303,917
126,436,986
201,988,864
355,729,767
201,988,864
33,902,782
3,883,848,472
4,960,269
3,922,711,523
4,960,269
250,542
250,542
153,740,903
226,685,026
182,286,693
408,971,719
182,286,693
226,685,026
-
321,249,074
3,204,640,848
485,653
3,526,375,575
485,653 3,525,889,922
3,752,574,948
14,962,985
14,962,985
4,071,492,157
3,767,537,933
3,917,751,254
4,071,492,157
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2009
Rs.
As at 31.03.2009
Rs.
SCHEDULE 10 - CASH AND BANK:
Cash on hand including cheques, drafts
and travellers' cheques
Remittance in Transit
Balances with Scheduled Banks:
Current Accounts (Refer Note 1 below)
Fixed Deposit Accounts (Refer Note 1 below)
Call Accounts
Unpaid Dividend Account
E.E.F.C Accounts
As at 31.03.2008
Rs.
Rs.
43,407,800
1,011,835,831
6,461,415,452
8,381,949
3,981,486
317,584
Balances with Other Banks:(Refer Note 2 below)
Current Account with UBS AG
Current Account with Tatra Banka,a.s
Current Account with Uni Credit Banka Slovenija d.d.
Current Accounts with Royal Bank of Scotland International
Share in Joint Venture
TOTAL
28,773,272
189,161,430
519,414,426
7,271,592,801
416,556
3,791,342
7,485,932,302
163,123
7,795,378,248
437,846
3,576,158
1,201,664
7,534,555,770
91,780,758
7,626,336,528
464,848
383,741
3,357,660
2,422,074
8,019,941,273
190,441,065
8,210,382,338
148,418,976
22,523,870
170,942,846
70,342,918
88,815,281
106,592
159,264,791
Notes:
1)
2)
Includes:
a)
Rs. 3,468,966,741 (Previous Year Rs. 1,414,472,533) which
are subject to lien with the bankers and Rs.12,893,000
(Previous Year Rs. Nil) held in margin money accounts.
b)
Rs. 138,023,791 in current accounts (Previous Year Rs.
2,732,952,784 in fixed deposit accounts) out of proceeds
of Zero Coupon Foreign Currency Convertible Bonds.
Maximum balance outstanding at any time during the year were:
-
UBS AG Rs.731,323,125(Previous Year Rs. 1,979,392,060)
-
Tatra Banka.a.s.Rs.437,846 (Previous Year Rs.383,741)
-
Uni Credit Banka Slovenija d.d. Rs. 5,306,181 (Previous
Year Rs. 341,002,531)
-
Royal Bank of Scotland International Rs.14,391,005
(Previous Year Rs. 2,477,247)
SCHEDULE 11- OTHER CURRENT ASSETS:
Interest Accrued on Fixed Deposits
(Refer Note below)
Other Receivables
Other Interest Accrued
TOTAL
Note:
Includes interest accrued on Fixed Deposits out of proceeds of
Zero Coupon Foreign Currency Convertible Bonds of
Rs. 8,048,154 (Previous Year Rs. 6,954,463).
142/143
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2009
Rs.
As at 31.03.2009
Rs.
As at 31.03.2008
Rs.
Rs.
SCHEDULE 12- LOANS AND ADVANCES:
(Unsecured - Considered Good, unless otherwise stated):
Advances recoverable in cash or kind
or for value to be received
Considered Doubtful
Less: Provision for Doubtful Advances
Balance with Excise Authorities
Earnest Money/ Security Deposits
Advance Tax/ Tax Deducted at Source
Share in Joint Venture
Less :Dimunition in Value of Investment
3,968,436,850
169,660,018
4,138,096,868
169,660,018
3,228,115
3,228,115
TOTAL
1,909,544,045
9,373,975
1,918,918,020
3,968,436,850
9,373,975
111,316,974
193,981,824
649,600,045
4,923,335,693
3,273,719
-
1,909,544,045
124,758,090
381,619,683
402,212,756
2,818,134,574
3,273,719
4,923,335,693
2,821,408,293
1,643,156,294
671,561,507
Note:
Amount due from a Director as at March 31, 2009 - Rs. Nil
(Previous year Rs. Nil).
Maximum balance due at any time during
the year from Director and Officer of the
Company was Rs. 35,535 (Previous year Rs. 55,851)
SCHEDULE 13- CURRENT LIABILITIES AND PROVISIONS:
A. Current Liabilities:
(Refer Note 28 of Schedule 22 Part-B)
Acceptances
Sundry Creditors
- Total outstanding dues of micro
enterprises and small enterprises
- Total outstanding dues of creditors
other than micro enterprises and small
enterprises
Advances from Customers
Unclaimed Dividend *
Other Liabilities
Book Overdraft
Security Deposits
Interest accrued but not due on Loans
45,574,764
213,604
3,787,891,650
Share in Joint Venture
3,833,466,414 3,893,634,667
47,721,342
3,981,486
503,755,297
5,108,469
121,256,477
26,519,905
6,184,965,684
65,460,419
3,893,848,271
27,342,981
3,788,998
228,533,187
1,188,832
193,173,461
32,181,465
5,051,618,702
40,481,895
TOTAL
6,250,426,103
5,092,100,597
* The above amount will be credited to Investor
Education and Protection Fund as and when due.
B.
Provisions:
(Refer Note 11 of Schedule 22 Part-A)
Taxation - Current Tax [including Wealth Tax Rs. 331,103
(Previous Year Rs. 525,214)]
- Fringe Benefit Tax
Premium on Redemption of Zero Coupon
Foreign Currency Convertible Bonds
(Refer Note 20c) of Schedule 22 Part-B)
Warranty Provision
Provision for Other Probable Obligations
Proposed Dividend
Corporate tax on Proposed Dividend
Staff Benefit Schemes
TOTAL
91,842,768
79,912,343
171,755,111
90,967,944
59,092,812
150,060,756
598,465,075
304,784,267
52,087,417
343,800,872
100,983,662
17,162,173
175,519,968
3,720,265
168,231,104
28,590,876
99,006,512
1,459,774,278
754,393,780
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009
Year Ended 31.03.2009
Year Ended 31.03.2008
Rs.
Rs.
Rs.
Rs.
SCHEDULE 14- EXCISE DUTY:
Excise Duty paid
Less: Excise duty on Closing Stock
Add: Excise duty on Opening Stock
675,658,956
37,864,741
37,407,532
674,508,788
37,407,532
19,028,252
TOTAL
675,201,747
656,129,508
SCHEDULE 15- OTHER INCOME:
(Refer Notes 4 and 12 of Schedule 22 Part-A)
Interest Received (Gross):
a) On Deposits with banks
b) On Income Tax Refunds
c) On Others
Tax Deducted at Source Rs. 115,765,515
(Previous Year Rs. 34,134,323)
Excess provisions and unclaimed
credit balances written back
Exchange Fluctuation (Net)
Profit on cancellation of forward contracts (Net)
Profit on sale of Fixed Assets
Profit on sale of Current Investment (others)
Dividend from Current Investments (Others)
Refund of Countervailing Duty
Provision for doubtful debts written back
Miscellaneous Income
530,322,954
-
363,652,784
10,175,349
106,592
530,322,954
373,934,725
Share in Joint Venture
57,835,040
661,911,351
440,517,746
3,283,837
16,513,528
23,395,428
269,921,355
2,003,701,239
16,741,515
37,109,611
149,935,223
5,939,384
5,045,108
26,956,938
187,514,298
10,994,000
254,545,301
1,051,974,588
5,761,908
TOTAL
2,020,442,754
1,057,736,496
SCHEDULE 16-INCREASE IN STOCK OF
FINISHED GOODS, WORK IN PROGRESS,
TRADED GOODS AND FILM RIGHTS:
Closing Stock:
Finished Goods
Work in Progress
Traded Goods and Film Rights
2,792,896,326
2,619,231,854
368,242,606
1,952,785,748
2,044,167,868
5,780,370,786
155,776,774
4,152,730,390
Less: Opening Stock:
Finished Goods
Work in Progress
Traded Goods and Film Rights
1,952,785,748
2,044,167,868
155,776,774
1,951,548,856
906,604,141
4,152,730,390
6,670,131
2,864,823,128
Excise duty on Finished Goods
TOTAL INCREASE
(457,209)
(18,379,280)
1,627,183,187
1,269,527,982
2,486,466,580
186,489,867
218,414,934
33,421,023
2,924,792,404
32,925,064
2,028,657,725
152,048,580
155,299,131
38,609,938
2,374,615,374
5,028,875
2,957,717,468
2,379,644,249
SCHEDULE 17- PERSONNEL EXPENSES:
(Refer Notes 14 and 19 of Schedule 22 Part-B)
Salaries, Allowances and Bonus
Contribution to Provident and other funds
Employee Welfare Expenses
Leave Encashment
Share in Joint Venture
TOTAL
144/145
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MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009
Year ended 31.03.2009
Rs.
Year ended 31.03.2008
Rs.
SCHEDULE 18- ADMINISTRATION & OTHER EXPENSES:
(Refer Note 14 of Schedule 22 Part-A)
Power and Fuel
Commission on Sales
Rent (Including Lease Rent)
(Refer Note 9 of Schedule 22 Part-B)
Repairs & Maintenance:
- Building
- Plant & Machinery
- Others
Freight and Forwarding (Net)
Insurance
Rates and Taxes
Director's Sitting Fees
Donation
Remuneration to Auditors
Royalty
Warranty Expenses
Travelling and Conveyance
Advertisement and Business Promotion
Bad Debts
Advances Written Off
Provision for doubtful debts
Legal and Professional Expenses
Provision for doubtful advances
Research and Development Expenses
Miscellaneous Expenses
Stock Written Off
Preliminary Expenses written off
Loss on cancellation of Forward Contracts (net)
Share in Joint Venture
TOTAL
1,890,283,554
35,381,179
154,727,452
1,355,722,421
3,393,808
100,248,985
3,026,529
95,192,944
79,632,561
425,703,868
138,676,095
7,428,687
2,165,509
7,279,600
31,399,802
366,479,248
57,892,045
189,389,365
259,231,949
14,094,745
18,359,399
12,003,486
304,450,331
161,000,159
182,884,314
798,106,323
36,896,296
363,820
5,272,049,260
45,129,462
5,317,178,722
5,114,175
67,194,411
68,112,177
501,101,628
144,816,197
19,137,974
2,282,385
15,467,169
22,731,960
371,705,020
3,019,086
104,103,961
24,805,308
325,753
8,018,215
9,147,672
188,299,418
9,373,975
11,398,438
454,486,805
24,501,334
22,500
2,844,859
3,517,375,634
30,352,226
3,547,727,860
1,607,884,989
957,780,433
19,192,130
141,669,488
2,726,527,040
7,384,011
2,733,911,051
1,478,557,210
503,253,870
21,419,213
69,822,928
2,073,053,221
1,740,634
2,074,793,855
SCHEDULE 19- INTEREST & FINANCE CHARGE:
(Refer Note 10 of Schedule 22 Part-A)
Interest:
On Fixed Loans
Others
Finance Charges
Bank Charges
Share in Joint Venture
TOTAL
SCHEDULE 20- DEPRECIATION/ AMORTISATION:
(Refer Note 5 of Schedule 22 Part-A)
Depreciation on Fixed Assets (Including share of Joint Venture)
(Refer Schedule 6)
Less: Depreciation on assets used for trial run/ testing for
new intangible assets under development
Depreciation charged to Profit and Loss
5,116,600,976
4,461,608,323
5,116,600,976
3,235,863
4,458,372,460
SCHEDULE 21- EXCEPTIONAL ITEMS:
Profit on purchase of Foreign Currency
Convertible Bonds (Net)
Less: Provision for Diminution in Long Term Investments
Less: Impairment of Goodwill
1,454,615,025
320,668,823
266,926,303
-
867,019,899
-
TOTAL
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS
Part -A SIGNIFICANT ACCOUNTING POLICIES
1
BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements (CFS) of the Company (Parent), its subsidiaries, associates and the jointly controlled
enterprise (Joint Venture) (the 'Group') are prepared to comply in all material aspects with all the applicable accounting
principles in India, the applicable accounting standards notified under section 211(3C) of the Companies Act, 1956 and the
relevant provisions of the Companies Act, 1956.
2
CONSOLIDATION PROCEDURE
2.1 The CFS are prepared in accordance with Accounting Standard (AS-21) "Consolidated Financial Statements" issued by
the Institute of Chartered Accountants of India (ICAI). The financial statements of the Parent and its subsidiaries are
combined on a line by line basis by adding together sums of like nature, comprising assets, liabilities, income and
expenses and after eliminating intra-group balances/ transactions.
2.2 The Financial Statements of certain foreign subsidiaries, associate and the joint venture, are prepared by them on the
basis of generally accepted accounting principles, local laws and regulations as prevalent in their respective countries
and such financial statements are considered for consolidation. The effect of adjustments on account of variance in
accounting policies of such associate and joint venture vis -à-vis those of the parent is not material, and accordingly, not
considered. Also, refer notes 20 and 21 below.
2.3 Subsidiaries are consolidated on the date on which effective control is transferred to the Group and are no longer
consolidated from the date of disposal.
2.4 The financial statements of the subsidiaries have been drawn for the period from 1st April, 2008 or date of incorporation/
acquisition to 31st March, 2009, as mentioned in note 1 of Schedule 22 Part - B.
2.5 The Parent's cost of its investment in its subsidiaries has been eliminated against the Parent's portion of equity of each
subsidiary as on the date of investment in that subsidiary. The excess is recognised as 'Goodwill'. Negative goodwill is
recognised as 'Capital Reserve'.
2.6 Investment in Joint Venture undertaking over which the company exercises joint control is accounted for using
proportionate consolidation as per Accounting Standard 27 'Financial Reporting of Interests in Joint Ventures' issued by
the Institute of Chartered Accountants of India. The excess of the investment on the Joint Venture over its net assets on
the date on which the interest in the jointly controlled entity is acquired is recognised as goodwill. Negative goodwill is
recognised as 'Capital Reserve'.
2.7 For the purpose of compilation of the CFS the foreign currency assets, liabilities, income and expenditure are translated
as per Accounting Standard (AS-11) on 'Accounting for the Effects of Changes in Foreign Exchange Rates', issued by the
Institute of Chartered Accountants of India. Exchange differences arising are recognised in the Consolidated Profit and
Loss account or in the Foreign Currency Translation Reserve classified under Reserves and Surplus as applicable, under
the above mentioned Accounting Standard.
2.8 Investment in associates are accounted for under the Equity Method as per AS-23 "Accounting for Investments in
Associates" issued by The Institute of Chartered Accountants of India based on the financial statements of the
associates up to the year ended mentioned below. The different reporting date of Global Data Media FZ LLC has been
consistently used from period to period.
Associate
Year ended
Global Data Media FZ LLC
December 31, 2008
Moser Baer Infrastructure Ltd.
March 31, 2009
Moser Baer Infrastructure and Developers Limited#
March 31, 2009
# Associate from October1, 2008.
3
USE OF ESTIMATES
The preparation of financial statements requires the management of the Company to make estimates and assumptions that
affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the
financial statements and reported amounts of income and expenses during the period. Example of such estimates include
provisions for doubtful debts, employee retirement benefit plans, warranty, provision for income taxes and the useful lives of
fixed assets.
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MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -A SIGNIFICANT ACCOUNTING POLICIES (CONTD.)
4
REVENUE RECOGNITION
Revenue from sale of goods is recognised on transfer of significant risks and rewards of ownership to the customer and
when no significant uncertainty exists regarding realisation of the consideration. Sales are recorded net of sales returns,
rebates, trade discounts and price differences and are inclusive of excise duty and upto the previous year countervailing duty
imposed by the council of European Union.
Theatrical revenues from films are recognised as and when the films are exhibited.
Revenue from other rights such as satellite rights, music rights, overseas assignment rights etc. is recognised on the date
when the rights are available for exploitation.
Service income of SEZ Division is recognised as and when services are rendered.
Interest is accounted for based on a time proportion basis taking into account the amount invested and the rate of interest.
Dividend is recognised as and when the right of the company to receive payment is established.
5
FIXED ASSETS
Tangible Fixed Assets are stated at cost less accumulated depreciation. Cost includes all expenses, direct and indirect,
specifically attributable to its acquisition and bringing it to its working condition for its intended use.
Expenditure pending allocation, are allocated to productive fixed assets in the year of commencement of the related project.
Intangible assets are stated at cost less accumulated amortisation. The cost incurred to acquire "right to use and exploit"
home video titles, are capitalized as copyrights/marketing and distribution rights where the right allows the company to
obtain a future economic benefit from such titles.
Impairment, if any, in the carrying value of fixed assets is assessed at the end of each financial year in accordance with the
accounting policy given below on "Impairment of Assets".
6
DEPRECIATION / AMORTISATION
Depreciation on tangible fixed assets is provided based on the estimated useful life of the fixed assets on a pro-rata basis
under the straight-line method. The depreciation rates are not below the minimum rates as specified in Schedule XIV to the
Companies Act, 1956.
In respect of assets whose useful life has been revised, the unamortised depreciable amount is charged over the revised
remaining useful life.
In case the historical cost of an asset undergoes a change due to an increase or decrease in related long term liability on
account of foreign exchange fluctuations, the depreciation on the revised unamortized depreciable amount is provided
prospectively over the residual useful life of the asset effective from 1st April 2007.
Intangible assets other than copyrights/marketing and distribution rights are amortised on equated basis over their
estimated economic life not exceeding 10 years.
Copyrights/marketing and distribution rights are amortized from the date they are available for use, at the higher of the
amount calculated on a straight line basis over the period the intangible asset is available, not exceeding 10 years, and the
number of units sold during the period basis.
Leasehold Land and improvement to the leased premises are amortised over the period of the lease.
The assets taken on finance lease are depreciated over the lease period at rates not below the minimum rates as specified in
Schedule XIV to the Companies Act, 1956.
7
INVESTMENTS
Long term investments are stated at cost of acquisition inclusive of expenditure incidental to acquisition. A provision for
diminution is made to recognise a decline, other than temporary in the value of long term investments.
Current investments are stated at lower of cost and fair value determined on an individual basis.
146/147
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -A SIGNIFICANT ACCOUNTING POLICIES
8
INVENTORY VALUATION
Finished Goods, Work in progress, Goods held for resale,
Raw Materials, Packing Materials and Stores and Spares
At lower of cost and net
realisable value
Cost of Raw material, goods held for resale, packing materials and stores and spares is determined on the basis of weighted
average method.
Cost of Work in process and finished goods is determined by considering direct material costs, labour costs and appropriate
portion of overheads.
Liability for excise duty in respect of goods manufactured by the company, other than for exports, is accounted upon
completion of manufacture.
Inventories of under production films and films completed and not released are valued at cost.
The cost of released films is amortized using the individual film forecast method. The said amortization pertaining to
theatrical rights, satellite rights, music rights, home video rights and others is based on management estimates of revenues
from each of these rights. The inventory, thus, comprises of unamortized cost of such movie rights. These estimates are
reviewed periodically and losses, if any, based on revised estimates are provided in full.
At the end of each accounting period, such unamortized cost is compared with net expected revenue. In case of net expected
revenue being lower than actual unamortized costs, inventories are written down to net expected revenue.
The purchase cost of the rights acquired in released films is apportioned between satellite rights and other rights (excluding
home video rights) based on management's estimates of revenue potential.
9
GOVERNMENT GRANTS
Grants in the nature of contribution towards capital cost of setting up projects, are treated as Capital Reserve and grants in
respect of specific fixed assets are adjusted from the cost of the related fixed assets.
10 BORROWING COSTS
Borrowing costs directly attributable to the acquisition of qualifying assets are capitalised as part of the cost of assets till the
date of commencement of commercial use of the asset. All other borrowing costs are charged to the Profit and Loss
Account.
11 EMPLOYEE BENEFITS
The Company has Defined Contribution plans for post employment benefits namely Provident Fund which is recognized by
the income tax authorities. These funds are administered through Regional Provident Fund Commissioner and the
Company's contributions thereto are charged to revenue every year. The Company's contributions to State plans namely
Employee's State Insurance Fund and Employee's Pension Scheme 1995 are charged to revenue every year.
The Company has Defined Benefit plans namely Leave Encashment, Gratuity and Pension for all employees, the liability for
which is determined on the basis of an actuarial valuation at the end of the year. Gratuity Fund is administered through Life
Insurance Corporation of India. Pension Fund, applicable to a subsidiary, is administered through insurance company
Interpolis. Short term compensated absences are recognised at the undiscounted amount of benefit for services rendered
during the year.
Termination benefits are recognised as an expense immediately. Actuarial gains and losses comprise experience
adjustments and the effects of changes in actuarial assumptions and are recognised immediately in the Profit and Loss
Account as income or expense.
12 FOREIGN CURRENCY TRANSACTIONS
Transactions in foreign currency are converted at the exchange rate prevailing at the date of the transaction. Foreign Currency
monetary assets and liabilities (except long term) not covered by forward exchange contracts are restated at the year end
rates and the resultant gains or losses are recognized in the profit and loss account. Gain/Loss on account of exchange
fluctuations arising on long term foreign currency liabilities in so far as it relates to the acquisition of depreciable capital
assets is added to the cost of such assets and in other cases, by transfer to "Foreign Currency Monetary Item Translation
Difference Account", to be amortized over the balance period of such long term foreign currency liabilities or March 31, 2011,
whichever is earlier.
a n n u a l r e p o r t 0 8 / 0 9
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -A SIGNIFICANT ACCOUNTING POLICIES
Non monetary items are carried in terms of historical cost denominated in foreign currency using the exchange rate at the
date of transaction.
In case of forward foreign exchange contracts where an underlying asset or liability exists at the balance sheet date, the
difference between the forward rate and the exchange rate at the inception of the contract is recognised as income or
expense over the life of the contract.
In case of forward foreign exchange contracts taken for highly probable/ forecast transactions, the net loss, if any, calculated
on 'Mark to Market' principle as at the balance sheet date is recorded.
In respect of foreign branches, all revenues, expenses, monetary assets/liabilities and fixed assets are accounted at the
exchange rate prevailing on the date of the transaction. Monetary assets and liabilities are restated at the year end rates and
resultant gains or losses are recognised in the Profit and Loss Account.
Premium on foreign exchange forward contracts are recognised in the Profit and Loss Account over the life of the contract.
Any profit or loss arising on cancellation of a forward contract is recognised as income or expense for the period.
13 TAXATION
Current Tax:
Provision is made for current income tax liability based on the applicable provisions of the Indian Income Tax Act, 1961 and
the relevant income tax laws of other countries in which the branch/ other entities of the Group are incorporated.
Deferred Tax:
Deferred tax assets (DTA) and liabilities are computed on the timing differences at the Balance sheet date between the
carrying amount of assets and liabilities and their respective tax bases. DTA is recognised based on management estimates
of reasonable/ virtual certainty that sufficient future taxable income will be available against which such DTA can be realised.
The deferred tax charge or credit is recognised using the tax rates and tax laws that have been enacted or substantively
enacted by the balance sheet date.
14
LEASES
Assets acquired under finance leases are recognised as an Asset and a Liability at the lower of the fair value of the leased
assets at inception of the lease and the present value of minimum lease payments. Lease payments are apportioned
between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to periods during
the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability and charged to the
profit and loss account.
Payments made under operating leases are charged to Profit and Loss Account on a straight line basis over the period of
lease.
Assets given under finance leases are recognised as receivables at an amount equal to the net investment in the lease and
the finance income is recognised based on a constant periodic rate of return on the outstanding net investment in respect of
the finance lease.
15 STOCK OPTION PLANS
Stock options granted to the employees and to the non-executive Directors who accepted the grant under the Company's
Stock Option Plan are accounted in accordance with Securities and Exchange Board of India (Employees Stock Option
Scheme and Employees Stock Purchase Scheme) Guidelines, 1999. The Company follows the intrinsic value method and
accordingly, the excess, if any, of the market price of the underlying equity shares as of the date of the grant of the option over
the exercise price of the option, is recognised as employee compensation cost and amortised on straight line basis over the
vesting period.
16 IMPAIRMENT OF ASSETS
At each balance sheet date, the Company assesses whether there is any indication that an asset may be impaired. If such
indication exists, the Company estimates the recoverable amount and where carrying amount of the asset exceeds such
recoverable amount, an impairment loss is recognised in the profit and loss account to the extent the carrying amount
exceeds recoverable amount. Where there is any indication that an impairment loss recognised for an asset in prior
accounting periods may no longer exist or may have decreased, the Company books a reversal of the impairment loss not
exceeding the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment
loss been recognised for the asset in prior accounting periods.
148/149
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -A SIGNIFICANT ACCOUNTING POLICIES
17 WARRANTY CLAIMS
The Company provides up to 5 year limited warranty that crystalline silicon solar photo voltaic modules (the 'Modules') are
free from defects in materials and workmanship, a 12 year limited warranty of 90 percent power output and a 25 year limited
warranty of 80 percent of power output of its modules.
The Company accrues warranty costs, at the time when revenue is recognised.
Actual warranty costs are accumulated and charged against the accrued warranty liability. To the extent that actual warranty
costs differ from the estimates, the Company will prospectively revise its accrual rate.
18 SEGMENT REPORTING
The accounting policies adopted for segment reporting are in line with the accounting policies adopted in consolidated
financial statements with the following additional policies for segment reporting:
a) Inter segment revenue have been accounted for based on the transaction price agreed between segments with reference
to cost, market prices and business risks, with an overall optimisation objective for the Company.
b) Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the
segment.Revenue and expenses, which relate to the enterprise as a whole and are not allocable to segments on a
reasonable basis, have been included under Unallocated expenses/ incomes.
19 PRELIMINARY EXPENSES
Preliminary expenses are charged to the Profit and Loss Account in the year when these are incurred.
20 ACCOUNTING POLICIES OF ASSOCIATE
The accounting policy adopted by Global Data Media FZ LLC in preparation of its annual accounts which is not in consonance
with the policy of the parent company on valuation of traded inventory is as follows:
Traded inventory has been valued at First- In- First- Out (FIFO) basis. However, inventory in CFS has been valued after adjusting
the impact of unrealised gain thereon.
21 ACCOUNTING POLICIES OF JOINT VENTURE
Following is the accounting policy adopted by the Joint Venture in preparation of their annual accounts which is not in
consonance with the policies followed by the Company:
Solarvalue Proizvodnja d.d.
Fixed Assets
Tangible fixed assets are valued per their purchase value. Actual purchase value of a fixed asset is comprised of its purchase
price and all costs that can be directly attributed to preparing the asset for the intended use.
22 PROVISIONS AND CONTINGENCIES
The Company creates a provision when there is a present obligation as a result of past event that probably requires an
outflow of resources and a reliable estimate can be made of the amount of obligation. A disclosure of contingent liability is
made when there is a possible obligation or a present obligation that will probably not require outflow of resources or where a
reliable estimate of the obligation cannot be made.
150/151
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MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS
1
Subsidiaries, Associates and Jointly Controlled Enterprise (Joint Venture):
1.1 The CFS comprises the results of the Parent, its subsidiaries, associates and Joint Ventures:
1.1.1 Subsidiaries:
The particulars of subsidiaries considered in the CFS are as under:
Name of Subsidiary
European Optic Media Technology GmbH
Moser Baer Photo Voltaic Ltd (MBPV)
PV Technologies India Ltd (PVTIL)
Moser Baer SEZ Developer Ltd
Advoferm Limited
Omega Optical Media Technologies
Peraround Ltd.
Perafly Limited
Nicofly Limited
Perasoft Limited
Dalecrest Limited
Moser Baer Entertainment Limited (MBEL)
Moser Baer Energy Limited
Solar Research Limited
Crownglobe Limited
OM&T B.V.
Moser Baer Investments Ltd
Photovoltaic Holdings PLC
Cubic Technologies B.V.
Moser Baer Infrastructure and Developers Ltd#
Moser Baer Solar Plc
TIFTON Limited
Value Solar Energy Pvt. Ltd
Admire Energy Solutions Private limited
Arise Solar Energy Private Limited
Competent Solar Energy Private Limited
Pride Solar Systems Private Limited
Hamel Limited
Zesa Limited
Tucker Limited
Country of
Incorporation
Germany
India
India
India
Cyprus
Slovakia
Cyprus
Cyprus
Cyprus
Cyprus
Cyprus
India
India
India
Cyprus
Netherlands
India
Isle of Man
Netherlands
India
Isle of Man
Isle of Man
India
India
India
India
India
Isle of Man
Isle of Man
Isle of Man
Proportion of
Ownership
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Date of
Incorporation/
Acquisition*
30th Jan. 2003
7th Dec. 2005
6th Mar. 2007
20th Feb. 2006
25th May 2006
*13th Jun. 2006
3rd Jul. 2006
3rd Jul. 2006
4th Jul. 2006
6th Jul. 2006
8th Aug. 2006
14th Sept. 2006
27th Sept. 2006
28th Sept. 2006
17th Nov. 2006
*1st Jan. 2007
18th Jan. 2007
16th Feb. 2007
*6th Mar. 2008
7th Dec. 2007
16th Feb. 2007
*24th Dec. 2008
30th Jun. 2008
7th Apr. 2008
7th Apr. 2008
30th Jun. 2008
30th Jun. 2008
9th Jan. 2009
9th Jan. 2009
9th Jan. 2009
# Subsidiary till September 30, 2008.
1.1.2
Joint Venture:
The Particulars of Joint Venture considered in the CFS are as under:
Name of
Country of Proportion of
Reporting date
Joint Venture
Incorporation Ownership
used for
Consolidation
Solarvalue Proizvodnja d.d.
Slovenia
40%
December 31, 2008
Date of
Incorporation/
Acquisition*
*October 10, 2007
There are no significant events or transactions that require adjustment in respect of the different reporting
date of the joint venture.
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
1.1.3 Associates:
The particulars of associates considered in the CFS are as under :
Name of Associate
Country of Incorporation
Proportion of Ownership
Global Data Media FZ LLC
Dubai, United Arab Emirates
49%
Moser Baer Infrastructure Ltd
India
26%
Moser Baer Infrastructure and Developers Limited#
India
26%
# Associate from October 1, 2008.
Adjustments have been made for significant transactions between Moser Baer India Limited and Global Data
Media FZ LLC between the latter's reporting date (December 31, 2008) and March 31, 2009.
1.2 Particulars of Investment in Associates:
S. No. Particulars
(a)
Cost of investment
Carrying value of the
investment at the beginning
of the year/ at the date of
transaction
Global Data Media FZ LLC
Moser Baer
Infrastructure Ltd
As at
31.03.2009
(Rs.)
As at
31.03.2008
(Rs.)
As at
31.03.2009
(Rs.)
As at
31.03.2008
(Rs.)
Moser Baer
Infrastructure and
Developers Ltd.
As at
31.03.2009
(Rs.)
92,532,185
92,532,185
34,300,000
8,940,000
26,000,000
-
57,145,848
8,631,086
2,380,146
21,564,887
Investment made during
the year
-
-
25,360,000
6,340,000
-
Add: Share of post
acquisition (loss)/ profits (Net)
-
(89,060)
609,365
(d)
Less: Dividend Received
-
-
-
-
(e)
Carrying value at the end
of the year
-
-
32,174,861
8,631,086
(b)
(c)
(57,145,848) (1,816,225)
22,174,252
Pursuant to Accounting Standard - 23 on Accounting for Investments in Associates in Consolidated Financial
Statements, investment in GDM has been reported at NIL.
2
The goodwill has been arrived at as follows:
a)
On Transfer of 180 ordinary shares of Euro 100 each of OM&T
B.V. to Cubic Technologies B.V. :
Consideration paid for transfer of the equity shares in 2008-09
Less: Shares in Equity on the date of investment:
Share Capital
Reserves
Goodwill
b)
Amount (Rs.)
Amount (Rs.)
161,856,067
1,002,083
79,176,547
(A)
On Acquisition of 50,000 ordinary shares of Rs.10 each
of Moser Baer Infrastructure and Developers Ltd.:
Consideration paid for acquisition of 100% of the equity
shares on December 7, 2007
Less: Shares in Equity on the date of investment:
Share Capital
Accumulated Losses
Goodwill
(B)
Total Goodwill
(A+B)
80,178,630
81,677,437
500,000
500,000
21,946
478,054
21,946
81,699,383
152/153
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MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
3
The subsidiary companies have allotted the following Fully Convertible Preference Shares:
a)
During the year 2007-08, Moser Baer Solar Plc allotted 23,784,606, fully convertible Class-A Preference shares of GBP 1 each
to Indvest Pte Limited and CDC Group Plc. The shares are compulsorily convertible into Equity Shares of Moser Baer Solar Plc
or, subject to receipt of regulatory approvals, to be swapped with Equity Shares of Moser Baer Solar Plc on November 11,
2011.
b)
During the year 2007-08, 'PV Technologies India Limited allotted 196,450,000 non-cumulative, fully convertible Re. 1 dividend
bearing Class A Preference Shares of Rs. 10 each to IDFC Private Equity Fund II and Infrastructure Development Finance
Company Limited. The shares are compulsorily convertible into Equity Shares of the Company or, subject to receipt of
regulatory approvals, to be swapped with Equity Shares of Moser Baer Solar Plc (holding company) on November 11, 2011.
c)
During the year 2008-09, PV Technologies India Limited allotted 65,000,000 non-cumulative, fully convertible Re. 1 dividend
bearing Class B Preference Shares of Rs. 10 each to IDFC Private Equity Fund II and Infrastructure Development Finance
Company Limited. Immediately prior to the Initial Public Offering (IPO) date of Moser Baer Solar Plc (holding company) but
after receipt of regulatory approvals, these shares shall get converted into Equity Shares of Moser Baer Solar Plc,
simultaneously with conversion of Class A Preference Shares, or in the event IPO is not completed prior to the Long Stop IPO
Date, i.e., November 11, 2011, be swapped with Equity Shares of Moser Baer Solar Plc.
d)
During the year 2008-09, Moser Baer Solar Plc allotted 43,360,485 , fully convertible Class B Preference Shares of GBP 1 each
to Morgan Stanley & Co., CDC Group Plc., Nomura Asia MB (Cayman) Limited, CSIM Real Estate infrastructure Fund L.P and
Credit Suisse NYSTRS Cleantech Fund LP. Immediately prior to the Intial Public Offering (IPO) date but after receipt of
regulatory approvals, these shares shall get converted into Equity Shares of Moser Baer Solar Plc, simultaneously with
conversion of Class A Preference Shares, or in the event IPO is not completed prior to the Long Stop IPO Date, i.e., November
11, 2011, be swapped with Equity Shares of Moser Baer Solar Plc.
4
Contingent Liabilities:
In respect of:4.1 Corporate guarantees given Rs.22, 405,393,000 (Previous Year Rs. 13,642,815,000). Against these guarantees loan
amounts of Rs.16, 119,391,787 (Previous Year Rs. 9,051,763,955) have been availed.
4.2 Bank Guarantees Rs.6, 012,989,820 (Previous year Rs. 1,604,400,000).
4.3 Disputed demands (Gross) in respect of:Entry tax
Amount paid under protest Rs. 1,941,530 (Previous Year Rs.1,941,530)
Service tax
Sales Tax
[Amount paid under protest Rs. 4,597,150 (Previous Year Rs. 4,597,150);
paid through bank guarantee Rs. 26,596,226 (Previous Year Rs. 26,596,226)]
Custom duty and Excise duty
Amount paid under protest Rs. 500,000 (Previous Year Rs. 500,000)
Income Tax
[Amount paid under protest Rs. 34,500,000 (Previous Year Rs. 24,500,000)]
Total
2008-09
Rs.
2007-08
Rs.
125,320,785
145,903,431
124,745,823
106,090,662
78,842,062
85,083,264
514,908,030
320,465,525
97,231,147
962,205,455
92,195,160
728,580,434
4.4 Claims against the Company not acknowledged as debts: Rs. 59,434,962 (Previous Year Rs. 20,059,830).The
amount shown in 4.1 and 4.2 above represent guarantees given in the normal course of the Company's operations
and are not expected to result in any loss to the Company on the basis of the beneficiary fulfilling its ordinary
commercial obligations.
The amounts shown in 4.3 and 4.4 above represent the best possible estimates arrived at on the basis of available
information. The uncertainties and possible reimbursements are dependent on the outcome of the different legal
processes which have been invoked by the Company or the claimants as the case may be and therefore cannot be
predicted accurately. The Company engages reputed professional advisors to protect its interests and has been advised
that it has strong legal positions against such disputes.
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
5.
In February 2003, Moser Baer India Limited (Moser Baer), and Imation Corporation Inc., USA (Imation), formed an associate
company called Global Data Media FZ LLC (GDM). GDM is owned 51% by Imation, and 49% by Moser Baer. On October 27,
2006, Imation filed a suit in Minnesota, USA against Koninkiljke Philips Electronics NV (Philips) seeking a Declaratory
Judgement on the validity of the Cross License Agreement (CLA) entered into with Minnesota Mining and Manufacturing Co.
(3M) and its assignment to Imation and its subsidiaries (including GDM). Moser Baer supplies recordable media to GDM and
Imation under the ambit of CLA.
Philips filed a suit against Moser Baer in The Hague, Netherlands challenging the status and validity of the CLA under which
supplies of recordable media have been made to Imation and its subsidiaries. With a view to reinforce its stand on the CLA (an
issue which is currently pending in the US courts), Imation joined the proceedings in the Netherlands as a party, to contest the
suit.
In order to protect the rights arising out of various patent license agreements executed between Moser Baer and Phillips,
Moser Baer filed a suit against Philips challenging the default notices issued by Philips thereby pre-empting any possibility of
termination of the aforementioned license agreements. This matter is currently subjudice at the Delhi High Court.
Based on legal advise received relating to the strength of Moser Baer case and the indemnity available, the company believes
that no provision is necessary in the financial statements as at 31st March 2009.
6.
In the previous year a search and seizure operation was carried out by the State of Kerala, DGP and the Nodal officer at the
premises of distributors stocking home video CDROM's and DVDROM's in various cities of Kerala for alleged infringement of
Section 52(A) of the Copyright Act. The Company has filed a writ petition against such police action and has received a
favourable interim order. On the basis of advice obtained from external legal council, the Company does not expect any
adverse results on issuance of the final order.
7.
The Company has received claims relating to infringement of copyrights in relation to the home entertainment business
activities carried on by it. In the opinion of the management, no material liability is likely to arise on account of such claims.
8.
8.1 Estimated value of contracts remaining to be executed on capital account and not provided for (net of advances):
Rs. 9,280,388,690 (Previous Year Rs. 1,436,198,285).
8.2
9
Letters of Credit opened by banks on behalf of the Company: Rs. 622,608,282 (Previous Year Rs. 544,942,962).
Lease Obligations
Total of minimum future lease payments under non-cancellable operating leases for various periods are as follows:2008-09
Rs.
2007-08
Rs.
Amount payable not later than one year
Amount payable later than one year but not later than five year
Amount payable later than five years
29,818,012
47,619,187
-
18,824,650
64,676,256
-
Total
77,437,199
83,500,906
Total lease payments recognized in the statement of Profit and Loss Account: Rs. 57,421,770 (Previous year Rs. 46,001,614).
The company has entered into operating leases for its offices and employees' residences that are renewable on a periodic
basis and cancellable at company's option. The total rent recovered on sub lease during the year is Rs. 478,341 (Previous
year Rs.360,090).
154/155
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MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
10 Movements in Other Investments
Current Investments (Unquoted)
(Cash and Money Market Instrument)
Acquired and sold during the year
ABN 2 Year Delta One Certificate
Coupon Guarantee
UBS Trend Accrual Bill (USD 10 Million)
28Q ICICI Prudential-Flexible Income Plan
Dividend-Daily-Reinvest Dividend
TFLD TATA Floater Fund-Daily Dividend
TFLD TATA Floater Fund - Growth
DWS Credit Opportunities Cash
Fund-Weekly Dividend Plan
ABN AMRO Money Plus Institutional
Plan-Daily Dividend
DSP Merrill Lynch Liquid Plus Institutional
Plan-Daily Dividend
G50 Grindlays Floating Rate Fund-LT-Inst
Plan B-Daily Dividend
HDFC Cash Management Fund-Savings
Plus Plan-Wholesale-Daily Dividend
Franklin Templeton Investments
Total
Sold during the year
Rabobank Note (USD 15 Million)
28Q ICICI Prudential-Flexible Income
Plan Dividend-Daily-Reinvest Dividend
TFLD TATA Floater Fund-Daily Dividend
DWS Credit Opportunities Cash FundWeekly Dividend Plan
27 ICICI Prudential Flexible Income
Plan-Growth
Total
No.
2008-09
Cost (Rs.)
No.
2007-08
Cost (Rs.)
160
-
769,763,577
-
10,000
403,750,000
505,283
218,629
17,251,719
5,342,612
2,194,078
210,000,000
24,911,316
-
250,000,000
-
1,576,706
15,858,738
-
-
-
-
50,216,419
502,169,212
-
-
370,378
370,497,237
-
-
50,110,148
501,377,089
-
-
58,247,456
50,446,776
584,309,351
505,012,589
19,552,497
1,003,159,005
234,312,493
3,117,115,478
1
589,500,000
-
-
27,243,462
25,415,118
288,058,745
255,055,962
-
-
50,289,071
505,476,747
-
-
13,517,075
200,000,000
-
-
116,464,727
1,838,091,454
-
-
-
-
1
589,500,000
-
-
27,243,462
25,415,118
288,058,745
255,055,962
-
Acquired during the year and
outstanding as at year end
Rabobank Note (USD 15 Million)
28Q ICICI Prudential-Flexible Income
Plan Dividend-Daily-Reinvest Dividend
TFLD TATA Floater Fund-Daily Dividend
DWS Credit Opportunities Cash FundWeekly Dividend Plan
27 ICICI Prudential Flexible Income
Plan-Growth
-
-
50,289,071
505,476,747
-
-
13,517,075
200,000,000
Total
-
-
116,464,727
1,838,091,454
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
11 Expenditure pending allocation:
11.1 Details of expenditure pending allocation are as follows:
As at
31.03.2009
Rs.
As at
31.03.2008
Rs.
Salaries and Wages
Travelling Expenses
Freight and Cartage
Interest and Bank Charges
Difference in exchange rate *
Raw Material Cost- Trial run
Manpower cost
Power & Fuel
Stores, Spares & Consumables
Legal and Professional
LC Charges
Loss on cancellation of Forward Contract *
Miscellaneous Expenditure
Equipment Hire Charges
Machines and Equipment Movement Charges
Insurance
Exchange Fluctuation
Installations and Commissioning Charges
Sample & Testing Charges
Less: Sales During Trial Run
67,566,342
4,218,187
46,203,713
336,431,477
25,273,911
11,159,834
15,414,262
1,187,718
11,012,073
19,134
3,535,914
456,632
7,294,057
8,317,016
215,262,721
161,990,290
1,809,791
(4,106,339)
41,125,523
1,048,973
16,806,103
106,789,067
(155,890)
17,157,150
128,832
5,887,717
4,501,428
9,214,486
388,020
9,669,233
25,131
1,599,000
3,885,406
4,304,685
1,214,290
(22,327,631)
Total
913,046,733
201,261,523
* These amounts pertain to foreign exchange fluctuations capitalised as part of expenditure pending allocation as of
March 31, 2008.
11.2 Expenditure pending allocation includes raw material and components consumed during the trial run period of the asset
under commissioning. Further, the estimated realisable value of Finished goods and work in progress produced during
the trial run period amounting to Rs. 208,582,863 has been reduced from the cost of materials included in the
expenditure pending allocation.
12 Prior Period Expenses:
Details of prior period (income) / expenses are as follows:
2008-09
Rs.
2007-08
Rs
Legal and Professional expenses
Marketing Expenses
Audit fees
Bank charges
Salary and wages
Sample and Testing charges
Miscellaneous Expenses
Less : Marketing Expenses
Less : Excess Provisions written back
Less : Miscellaneous Income
28,578,486
646,276
3,733,029
2,421,045
1,568,286
793,172
(1,996,253)
(139,654)
1,857,396
6,365,229
(8,716,426)
(2,397,818)
Total
35,604,387
(2,891,619)
156/157
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MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
13 Taxation:
Provision for taxation has been made based on the relevant provisions of the Income Tax Act,1961.
Deferred tax in respect of timing differences for undertakings enjoying tax holiday period under section 10A and section 10B
of the Income Tax Act, 1961 have been recognised in the year in which they originate, to the extent that such differences
reverse after the tax holiday period.
Accordingly, the Break up of net deferred tax liability is as under:
Particulars of Timing Differences
(Amount in Rupees)
As at
Movement
As at
March 31, 2008 during the year March 31, 2009
Deferred tax Liability
Depreciation
1,750,236,733
(479,151,932)
1,271,084,801
-
248,306,881
248,306,881
1,750,236,733
(230,845,051)
1,519,391,682
1,613,973,327
(322,368,125)
1,291,605,202
4,313,870
112,581,755
116,895,625
40,345,067
74,607,306
114,952,373
1,658,632,264
(135,179,064)
1,523,453,200
Net deferred tax liability / (Assets)
91,604,469
(95,665,987)
(4,061,518)
Previous year
88,704,743
2,899,726
91,604,469
Foreign Currency Monetary Item Translation Difference Account
Total
Deferred tax Assets
Unabsorbed Depreciation
Brought Forward Losses
Tax impact of expenses (net) charged in the financial statements
but allowable as deduction in future years under the
Income Tax Act, 1961
Total
14 Managerial Remuneration:
(Figures in bracket are for the previous year)
Salaries, allowances and bonus
Contribution to provident Fund
Perquisites
Total
(Amount in Rupees)
DEEPAK PURI
Managing
director
28,156,250
(29,156,250)
1,698,750
(1,698,750)
145,000
(145,000)
30,000,000
(31,000,000)
NITA PURI
Whole time
director
4,615,180
(4,790,178)
439,820
(439,822)
145,000
(145,000)
5,200,000
(5,375,000)
RATUL PURI
Whole time
director
16,941,960
(15,941,964)
1,013,040
(1,013,036)
145,000
(145,000)
Total
49,713,390
(49,888,392)
3,151,610
(3,151,608)
435,000
(435,000)
18,100,000
(17,100,000)
53,300,000
(53,475,000)
Notes:
1.
In terms of order nos. 12/180/2008-CL.VII, dated 13.02.2008, 12/160/2008-CL.VII dated 03.03.2008, 12/179/2008-CL.VII
dated 03.03.2008 issued by the Ministry of Corporate affairs under Section 310, 198/309(3) and 673AA of the Companies Act,
1956, the Company has paid managerial remuneration as shown above.
2.
Provision for leave encashment: Rs. 182,598 (Previous year Rs. 3,246,623) and Gratuity: Rs. 4,012 (Previous year Rs. 1,212)
made during the year have not been included above.
3.
Total remuneration for Deepak Puri and Ratul Puri shown above includes Rs. Nil (Previous year Rs.3,491,612) in respect of
remuneration charged to subsidiary Companies.
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
15 Employees Stock Option Plan (ESOP) and Directors' Stock Option Plan (DSOP)
a)
The company has granted options to its non-executive directors and employees of the Company and its subsidiaries, to be
settled through issue of equity shares, at exercise prices that are equal to the market price of the share on the date of the
grant. The Options granted vest over a period of maximum of four years from the date of grant.
Two options granted before the record date under the above plans entitles the holder to three equity shares of the Company.
Number of options granted, exercised and cancelled/lapsed during the year
2008-09
Number
Weighted
Average Price
(Rs.)
Options outstanding at beginning of year
Add: Options Granted
Less: Options Exercised
Options Cancelled
Options Lapsed
Options outstanding at the end of year
Option exercisable at the end of year
3,728,375
1,127,000
50,000
1,147,950
120,075
3,537,350
1,606,950
280.95
142.19
228.30
239.01
244.53
251.31
252.22
2007-08
Number
Weighted
Average Price
(Rs.)
3,262,960
1,280,600
552,885
160,700
101,600
3,728,375
1,104.075
228.89
383.12
220.12
270.29
223.90
280.95
226.43
The options outstanding at the end of year had exercise prices in the range of Rs. 125.00 to Rs. 491.90 ( Previous Year Rs.
196.60 to Rs. 491.90) and a weighted average remaining contractual life of 2.97 years (Previous Year 2.49 years).
During the year 50,000 (Previous Year 552,885) options were exercised resulting in a premium of Rs. 10,915,000 (Previous
Year Rs. 116,172,343) which is the excess of exercise price of the options and nominal value of shares allotted.
b)
During the year, Moser Baer Solar Plc (MB Solar), a subsidiary of the Company established a stock option plan called "Moser
Baer Solar Plc Stock Option Plan 2008". The plan was established on December 18, 2008. The plan was set up so as to offer
and grant stock options, in one or more tranches, to employees of MB Solar, its subsidiaries and its holding companies, as
the remuneration committee of MB Solar may determine. The exercise price of such options shall be Rs.1,228 initially for a
period of three months from the date of the scheme and thereafter till the listing of the shares, as determined by
remuneration committee. Subsequent to the listing of the shares on a stock exchange, the exercise price shall be the latest
available closing price, prior to the date of Grant, as quoted on the stock exchange on which the shares of MB Solar are listed.
All Options, whether vested or unvested, granted to a grantee shall in any case expire after a period of seven years from the
offer date.
During the current year, the Company under the 2008 plan has issued 449,220 options to eligible employees. No options have
been cancelled, forfeited or exercised during the year. The vesting period for the option granted varies from 12 to 48 months
from the date of the grant.
Number of options granted during the year and outstanding at the end of the year (Previous Year Nil)
2008-09
Number of
Exercise Price
Options
(Rs.)
Options Granted
Options outstanding at the end of year
Option exercisable at the end of year
449,220
449,220
-
1,228
1,228
-
2007-08
Number of
Exercise Price
Options
(Rs.)
-
-
The options outstanding at the end of the year has an exercise price of Rs,1,228 and a weighted average remaining
contractual life of 6.75 years (Previous Year Nil Years).
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MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
c)
The impact on the Profit of the Company for the year ended March 31, 2009 and the basic and diluted earnings per share had
the company followed the fair value method of accounting for stock options is set out below:
Particulars
2008-09
Rs.
(Loss)/ Profit after tax as per Profit and Loss Account (a)
Add: Employee Stock Compensation Expenses as per Intrinsic Value method
Less:Employee Stock Compensation Expenses as per Fair Value method
(Loss)/ Profit after tax recomputed for recognition of employee stock
compensation expenses under fair value method
Earning Per Share based on earning as per (a) above: (Refer Note 17 below)
Basic
Diluted
Earning Per Share had fair value method been employed for accounting
of employee Stock options:
Basic
Diluted
2007-08
Rs.
(3,637,487,942)
31,312,263
(3,668,800,205)
(2,022,872,910)
103,042,130
(2,125,915,040)
(21.61)
(21.61)
(12.05)
(12.05)
(21.80)
(21.80)
(12.66)
(12.66)
Fair values used for above computations have been calculated by taking into account the weighted average vesting period of
the options.
d)
The following assumptions were used for calculation of fair value of grants of the Company and its subsidiary:
1.1
1.2
Moser Baer Employees Stock Option Plan (ESOP)
and Directors' Stock Option Plan (DSOP)
Dividend Yield (%)
Expected Volatility (%)
Risk-free interest rate (%)
Expected term (in years)
Fair value of options as at the grant date
Moser Baer Solar Plc Stock Option Plan 2008
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected term (in years)
Weighted average Fair value of options as at the grant date
Weighted average share price
2008-09
2007-08
0.44 to 0.54
57.59 to 63.45
6.17 to 9.28
4.27 to 5.08
Rs.12.32 to Rs.60.95
0.46 to 0.85
54.66 to 70
6.55 to 8.07
4.26 to 4.78
Rs. 68 to Rs.113
0%
71.42
7.17
4.5 to 7.5 years
Rs.485.61
Nil
Nil
Nil
Nil
Nil
Nil
Nil
The fair value of each stock option granted under Employees stock Option Plan 2004, Directors Stock Option Plan
2005 and Moser Baer Solar Plc Stock Option Plan 2008 as on the date of grant has been computed using BlackScholes Option Pricing Formula.
16 Related Party Transactions:
As required by Accounting Standard 18 - `Related Party Disclosures' issued by the Institute of Chartered Accountants of
India, since the CFS presents information about the Parent and its subsidiary as a single reporting enterprise, it is not
necessary to disclose intra-group transactions.
In accordance with the requirements of Accounting Standard - 18 'Related Party Disclosures' the names of the related party
where control/ability to exercise significant influence exists, along with the aggregate amount of transactions and year end
balances with them as identified and certified by the management are given below:
16.1
Nature of relationship
Associate Company
Associate Company
Associate Company
Joint Venture
Trust
Name of the related party
Global Data Media FZ LLC
Moser Baer Infrastructure Limited*
Moser Baer Infrastructure and Developers Limited#
Solar Value Proizvodjna d.d.
Moser Baer Trust
*Subsidiary till September 30, 2008.
# Associate from October1, 2008.
Share Holding
49%
26%
26%
40%
-
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
16.2
Key Management Personnel
Managing Director
Mr. Deepak Puri
Whole Time Directors
Mrs. Nita Puri, Mr.Ratul Puri
Details of Transactions with the Related Parties in the ordinary course of business:
(figures in brackets are for the previous year)
Particulars
Global
Data Media
FZ LLC
(Associate)
Sales of Finished goods
Solar Value
Proizvodjna
d.d. (Joint
Venture)
Moser Baer
Moser Baer
Infrastructure Infrastructure
Ltd.
& Developers
(Associate)
Ltd.
(Associate)
Key
Management
Personnel
and their
Relatives
Moser Baer
Trust
Total
5,687,319,588
(5,263,622,958)
(-)
(-)
(-)
(-)
(-)
5,687,319,588
(5,263,622,958)
2,193,206
(13,695,082)
(-)
2,000
(-)
6,674
(-)
(-)
(-)
2,201,880
(13,695,082)
15,244,400
(11,637,958)
(-)
(-)
(-)
(-)
(-)
15,244,400
(11,637,958)
(-)
(-)
(-)
6,674
(-)
(-)
(-)
6,674
(-)
Miscellaneous Income
(-)
(-)
(5,080,128)
(-)
(-)
(-)
(5,080,128)
Deferred Revenue
(-)
(-)
(1,016,026)
(-)
(-)
(-)
(1,016,026)
Investment
(-)
(557,845,000)
25,360,000
(6,340,000)
(-)
(-)
(-)
25,360,000
(564,185,000)
Directors Remuneration
(-)
(-)
(-)
(-)
53,300,000
(53,475,000)
(-)
53,300,000
(53,475,000)
Donation
(-)
(-)
(-)
(-)
(-)
6,469,000
(15,467,169)
6,469,000
(15,467,169)
1,028,977,166
(1,760,747,582)
(-)
(-)
(-)
(-)
(-)
1,028,977,166
(1,760,747,582)
24,339,486
(37,390,680)
(-)
(-)
(-)
(-)
(-)
24,339,486
(37,390,680)
(-)
(29,970,152)
(-)
3,589,611
(-)
(-)
(-)
(-)
3,589,611
(29,970,152)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
(-)
15,321,251
(10,520,409)
9,287,917
(5,420,195)
(-)
(-)
15,321,251
(10,520,409)
9,287,917
(5,420,195)
(-)
(-)
(-)
(-)
1,292,084
(983,792)
(-)
1,292,084
(983,792)
Expenses incurred on
behalf of other
companies
Expenses charged by
other companies
Reimbursement/
Recovery of expenses/
service charges
Outstanding receivables
-In respect of Sales
-In respect of expenses/
service charges
Outstanding payable
-In respect of expenses
-In respect of
Managerial
Remuneration
Deepak Puri
Ratul Puri
Nita Puri
Moser Baer India Limited (MBIL) has issued a comfort letter in favour of Global Data Media FZ LLC (GDM) to provide 49% of such financial support as
may be required to enable it to meet its debts and liabilities. As of date MBIL has not incurred any obligation/ made payment against such comfort
provided.
160/161
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MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
17
Earnings Per Share (EPS):
a)
Calculation of weighted average number of equity shares
1.
2008-09
For Basic EPS
No. of Shares at the beginning of the year
Total number of equity shares outstanding at the end of the year
Weighted Average number of equity shares outstanding during the year
2.
18
168,231,104
168,306,104
168,294,392
167,401,776
168,231,104
167,922,040
168,294,392
-
167,922,040
318,997
168,294,392
168,241,037
(3,637,487,942)
(2,022,872,910)
(21.61)
(21.61)
(12.05)
(12.05)
For Diluted EPS
Weighted Average number of equity shares outstanding during
the year as computed above
Weighted average number of stock options outstanding during the year
Weighted Average number of equity shares outstanding during the year
for Diluted EPS
b)
2007-08
Net (loss)/ Profit after tax available for equity shareholders
Earnings per share (face value per share Rs. 10 each)
Basic
Diluted
Segment information
The Company is organized into following business segments, namely:
Storage Media Products : Compact disk, Magnetic disk and Storage units
Solar Products
: Photovoltaic Cells and Modules
Information about Primary Business Segments
a)
Financial information about business segments for the year ended 31 March 2009 is as follows:
Storage
Media
Products
Revenue:
External
Inter-segment
Total Revenue
Result:
Segment Result
Interest expense
(net of interest/ dividend income)
Unallocated corporate
expenses (net of other income)
(Loss)/ Profit before tax
Provision for Taxation
(Loss)/ Profit after Tax
Minority interest (share in loss)
Share in Loss / (Profit) of Associate
Net (Loss)/ Profit for the year
Other Information:
Segment Assets
Unallocated corporate assets
Total assets
Segment Liabilities
Unallocated corporate liabilities
Total liabilities
Capital Expenditure
Unallocated capital expenditure
Total Capital expenditure
Depreciation/ Amortisation
Unallocated Depreciation/
Amortisation
Total Depreciation/ Amortisation
Solar
Products
Other
Operations
(Amount in Rupees)
Eliminations
Total
17,011,463,572
1,360,287,806
18,371,751,378
3,412,971,159
3,412,971,159
4,305,554,491
406,618,102
4,712,172,593
(1,766,905,908)
(1,766,905,908)
24,729,989,222
24,729,989,222
(1,127,729,292)
(1,264,340,751)
(647,029,247)
-
(3,039,099,290
2,186,846,583
(1,516,330,871)
(3,709,615,002)
(73,333,920)
(3,636,281,082)
1,206,860
(3,637,487,942)
31,902,742,550
15,392,245,765
7,474,049,302
(1,636,853,546)
4,019,484,789
1,626,238,264
2,539,923,446
(1,636,853,546)
1,141,172,260
2,646,142,335
2,464,002,381
(861,798,189)
4,080,030,899
203,350,461
823,259,106
-
53,132,184,071
9,038,881,278
62,171,065,349
6,548,792,953
34,459,376,197
41,008,169,150
5,389,518,787
36,278,754
5,425,797,541
5,106,640,466
9,960,510
5,116,600,976
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
b)
Financial information about business segments for the year ended 31 March 2008 is as follows:
Storage
Media
Products
Revenue:
External
Inter-segment
Total Revenue
Result:
Segment Result
Interest expense (net of
interest/ dividend income)
Unallocated corporate expenses
(net of other income)
(Loss)/ Profit before tax
Provision for Taxation
(Loss)/ Profit after Tax
Minority interest (share in loss)
Share in Loss / (Profit) of Associate
Net (Loss)/ Profit for the year
Other Information:
Segment Assets
Unallocated corporate assets
Total assets
Segment Liabilities
Unallocated corporate liabilities
Total liabilities
Capital Expenditure
Unallocated capital expenditure
Total Capital expenditure
Depreciation/ Amortisation
Unallocated Depreciation/
Amortisation
Total Depreciation/ Amortisation
17,078,388,981
722,826,638
17,801,215,619
244,097,806
Solar
Products
Other
Operations
1,694,979,324 1,926,730,364
71,676,519
1,694,979,324 1,998,406,883
(475,506,556)
(Amount in Rupees)
Eliminations
Total
(794,503,157)
(794,503,157)
20,700,098,669
20,700,098,669
-
(229,199,954)
2,208,794
1,668,496,994
57,368,086
(1,955,065,034)
22,850,978
(1,977,916,012)
12,278,010
57,234,908
(2,022,872,910)
34,524,937,309
7,701,099,446 4,737,166,740
(36,446,815)
2,780,339,671
1,644,350,392
770,613,662
(36,446,815)
4,081,634,980
1,546,144,511 2,182,122,663
-
3,948,594,172
121,545,020
369,452,757
-
46,926,756,680
12,860,892,419
59,787,649,099
5,158,856,910
32,621,194,446
37,780,051,356
7,809,902,154
20,042,030
7,829,944,184
4,439,591,949
18,780,511
4,458,372,460
Information about Secondary Geographical Segments:a)
Sales Revenue by Geographical Market
Current Year
Rs.
Previous Year
Rs.
India
Outside India
8,098,091,179
16,631,898,043
5,897,443,836
14,802,654,833
Total
24,729,989,222
20,700,098,669
162/163
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MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
b)
19
Assets and addition to tangible and intangible
fixed assets by geographical area
Carrying amount of Segment Assets
India
Outside India
Total Segment assets
Unallocated Corporate assets
Addition to Fixed assets
and Intangible Assets
Current Year Previous Year
Rs.
Rs.
5,323,687,908 7,664,026,133
65,830,879
145,876,021
5,389,518,787 7,809,902,154
36,278,754
20,042,030
Current Year
Rs.
42,655,651,046
10,476,533,026
53,132,184,072
9,038,881,277
Previous Year
Rs.
43,201,765,852
3,724,990,828
46,926,756,680
12,860,892,419
Total assets
5,425,797,541
62,171,065,349
59,787,649,099
7,829,944,184
Retirement Benefits
The Company has classified the various benefits provided to employees as under I Defined Contribution Plans
Provident Fund
During the year, the Company has recognised the following amounts in the Profit and Loss Account Employers' Contribution to Provident Fund
2008-09
2007-08
40,729,552
31,190,111
During the year, in the CFS of the Company the following amounts which have been capitalised and included in 'Expenditure
pending allocation' (Refer Schedule 6)
Employers' Contribution to Provident Fund
2008-09
2007-08
2,099,264
198,644
II State Plans
a.
b.
Employers' Contribution to Employee's State Insurance Act, 1948
Employers' Contribution to Employee's Pension Scheme, 1995
During the year, the Company has recognised the following amounts in the Profit and Loss Account
2008-09
2007-08
Employers' Contribution to Employee's State Insurance Act, 1948 *
10,039,923
11,553,565
Employers' Contribution to Employee's Pension Scheme, 1995 *
48,865,449
40,227,808
* Included in Contribution to Provident and Other Funds under Personnel Expenses (Refer Schedule 17)
During the year, the Company has recognised the following amounts which have been capitalised and included in
'Expenditure pending allocation' (Refer Schedule 6)
2008-09
2007-08
Employers' Contribution to Employee's State Insurance Act, 1948
261,977
9,316
Employers' Contribution to Employee's Pension Scheme, 1995
301,488
47,792
III Defined Benefit Plans
a) Contribution to Gratuity Funds - Life Insurance Corporation of India
b) Leave Encashment
c) Pension Provisions
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
In accordance with Accounting Standard 15 (revised 2005), actuarial valuation was done in respect of the aforesaid defined
benefit plans based on the following assumptions:Particulars
Leave Encashment (Unfunded)
2008-09
2007-08
Employee's Gratuity Fund
2008-09
Pension Fund
2007-08
2008-09
2007-08
Discount Rate (per annum)
7.75%
8.00%
7.75%
8.00%
6.22%
4.87%
Rate of increase in
Compensation levels
9.00%
9.00%
9.00%
9.00%
2.00%
2.00%
Nil
Nil
9% to 9.4%
9.25%
4.87%
4.87%
12.46 to 14.53
12.70
12.46 to 14.53
12.70
15.70
15.70
Rate of Return on Plan Assets
Expected Average remaining
working lives of employees
(years)
Changes in the Present Value of Obligation
Particulars
Leave Encashment (Unfunded)
2008-09
Present Value of
obligation (Opening)
63,927,827
2007-08
Employee's Gratuity Fund
2008-09
2007-08
32,268,521 107,686,268
73,799,452
Pension Fund
2008-09
2007-08
24,684,968
3,363,248
Opening Present valve of
obligation (MBEL)
6,022,988
-
-
Interest Cost
6,528,564
3,792,121
10,479,173
7,528,401
3,103,160
1,522,980
Current Service Cost
18,650,501
17,244,560
25,484,250
21,924,137
23,341,160
27,730,928
Benefits paid
(5,634,251)
(4,223,164)
(5,858,383)
(3,237,150)
-
-
(322,013)
14,845,789
14,211,730
7,671,428
1,556,972
(7,932,188)
Actuarial (gain)/loss on obligations
Amalgamations
-
2,546,585
-
-
-
21,488
-
-
-
Curtailments
(1,274,516)
-
(653,334)
-
-
-
Settlements
(4,221,931)
-
(2,546,585)
-
-
-
83,677,169
63,927,827
151,371,192
107,686,268
52,686,260
24,684,968
Present Value of obligation (Closing)
Changes in the Fair value of Plan Assets
Particulars
Fair Value of plan Assets (Opening)
Expected Return on plan assets
Actuarial Gains and Losses
Contributions
Benefits Paid
Additional Charge
Fair Value of Plan Assets (Closing)
Employee's Gratuity Fund
2008-09
2007-08
102,709,562
32,671,570
9,718,736
6,484,789
12,270,030
66,790,353
(5,858,383)
(3,237,150)
118,839,945
102,709,562
Pension Fund
2008-09
2007-08
10,787,774
1,619,040
1,015,320
680,426
(10,724,318)
17,674,520
24,113,850
(2,630,940)
(3,617,078)
28,130,820
10,787,774
Reconciliation of present value of defined benefit obligation and the fair value of assets
Particulars
Present value of funded obligation (Closing)
Fair Value of Plan Assets as at the end of the
period funded status
Present value of unfunded obligation (Closing)
Unfunded Net Liability recognized in Balance Sheet*
Employee's Gratuity Fund
2008-09
2007-08
151,371,192
107,686,268
Pension Fund
2008-09
2007-08
52,686,260
24,684,968
118,839,945
32,531,247
32,531,247
28,130,820
24,555,440
24,555,440
* Included under Staff Benefit Schemes (Refer Schedule 13B)
102,709,562
4,976,706
4,976,706
10,787,774
13,897,194
13,897,194
164/165
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MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
Expenses capitailsed and included in 'Expenditure pending allocation' (Refer Schedule 6)
Particulars
Leave Encashment (Unfunded) Employee's Gratuity Fund (Unfunded)
2008-09
2007-08
2008-09
2007-08
178,557
308,346
14,285
24,668
192,842
333,014
Current Service Cost
Interest Cost
Total Expenses
Expenses recognised in the Profit and Loss Account
Particulars
Current Service Cost
Interest Cost
Expected Return on Plan Assets
Net actuarial (gain)/loss recognized
Effect of Curtailments
Total Expenses recognized in
the Profit & Loss Account
Leave Encashment (Unfunded)
2008-09
2007-08
18,650,501
6,528,564
(322,013)
(1,274,516)
**23,582,536
Employee's Gratuity Fund
Pension Fund
2008-09
2007-08
2008-09
2007-08
17,066,003
3,777,836
14,845,789
25,484,250
10,479,173
(9,718,736)
14,211,730
(653,334)
21,615,791
7,503,733
(6,484,789)
7,671,428
23,341,160
3,103,160
(1,619,040)
2,630,940
-
27,730,928
1,522,980
(1,015,320)
3,617,078
2,792,130
**35,689,628
*39,803,083
*30,306,163 *27,456,220 *34,647,796
* Included in Contribution to Provident and other funds (Refer Schedule 17)
** Included in Personnel Expenses (Refer Schedule 17)
In respect of the Employee's Gratuity Fund and Pension Fund administered by Life Insurance Corporation of India and Interpolis
respectively, constitution of Plan Assets is not readily available.
20
Foreign Currency Convertible Bonds
a)
During the year, the Company has bought back and cancelled 260 Zero Coupon Tranche A Convertible Bonds and 250
Zero Coupon Tranche B Convertible Bonds (FCCBs) of the face value of USD 100,000 each, the purchase being made
with the approval of the Reserve Bank of India, at a discount to the face value. This has resulted in a saving of Rs. 14,212
lacs which has been reflected as part of Exceptional Item.Consequent upon such buy back and cancellation, the
Company's obligation to convert the said Bonds into shares, if so claimed by the Bond Holder and/or to redeem the
same in foreign currency, has come to an end vis-à-vis the cancelled bonds.
b)
The utilisation of the proceeds of USD 150,000,000 Zero Coupon Foreign Currency Convertible Bonds issued up to 31
March, 2009 is as under:
Particulars
Funds available
Less: Capital Equipment
Investment in overseas subsidiary
companies through loans/capital
Repayment of ECB loan
Miscellaneous Expenses
FCCB issue expenses **
FCCB Buy Back
Add: Interest received
Profit on Trading on investment
Unutilized Issue Proceeds in Deposits
Actual funds used
up to 31.03.2009
USD
Rs.
Actual funds used
up to 31.03.2008
USD
Rs.
83,263,957
9,625,339
3,338,884,676
427,671,132
150,000,000
27,287,860
6,106,500,000*
1,091,894,643
4,097,284
4,788,271
4,072,014
12,662,546
35,245,454
2,394,847
32,549
@50,445,899
178,207,113
232,827,450
209,512,890
633,625,684
1,681,844,269
109,552,711
3,146,761
#2,513,569,384
27,338,896
13,532,234
2,313,590
70,472,580
3,736,537
83,263,957
1,106,096,697
538,312,285
94,186,249
2,830,489,874
156,582,577
#3,338,884,676
* Issue proceeds converted at Rs.40.71= 1USD
** Excludes issue expenses paid without utilising FCCB funds
# Reinstated as at year end rate
@ Out of this amount USD 38,377,454 being profit on buyback of FCCB is of unrestricted nature.
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
(c) Premium on redemption of FCCB:
Particulars
Opening Balance
Add Provision for the year
Amount Utilised during the year
Utilised Amount reversed during the year
Closing Balance
31.03.2009
304,784,267
546,206,860
252,526,052
598,465,075
31.03.2008
304,784,267
304,784,267
Premium payable on redemption of FCCB accrued up to March, 31, 2009 calculated on prorata basis Rs. 598,465,075
(Previous Year Rs. 304,784,267) has been fully provided for and charged to Securities Premium Account. In the event that the
conversion option is exercised by the holders of FCCB in the future, the amount of premium charged to the Securities
Premium Account will be written back to Security Premium Account.
21. Pursuant to the notification issued by the Ministry of Corporate Affairs dated March 31, 2009 , the Company changed its
accounting policy relating to 'Foreign currency transaction' as mentioned in accounting policy 10 schedule 22 Part-A and
exercised the option available under the newly inserted paragraph 46 to the Accounting Standard AS-11 "The Effect of
Changes in Foreign Exchange Rates". As a result of this change the Company has, during the year,
i.
in respect of exchange differences relating to long term liabilities in foreign currency amounting to Rs. 206,212,421 (net
of depreciation and amortisation of Rs. 48,408,473) recognised in the Profit & Loss Account for the previous year ended
March 31, 2008 have been adjusted against opening revenue reserves as provided in the rules.
ii.
capitalised exchange differences arising during the year amounting to Rs 1,056,082,720 and charged additional
depreciation for the year amounting to Rs 18,697,054 in respect of the same.
iii.
in respect of other cases, debited exchange differences arising during the year amounting to Rs. 1,298,612,986, to
"Foreign Currency Monetary Item Translation Difference Account" and amortised/ released exchange differences for the
year amounting to Rs 488,305,074.
Had the accounting treatment as per Accounting Standard - AS 11 (Revised) been continued to be followed by the Company,
the net loss after tax for the year would have been higher by Rs.1,847,693,582.
The accumulation in the "Foreign Currency Monetary Item Translation Difference Account" remaining to be amortised are as
under:
Particulars
Un-amortised Exchange Differences
22
31.03.2009
Rs
01.04.2008
Rs.
730,529,217
(79,778,697)
The Company has the following provisions in the books of account as on 31.03.2009 :
Balance as at the beginning of the year
Additions during the year
Utilised during the year
Balance as at the end of the year
Rs.
Warranty
2008-09
Rs.
Other Probable
Obligations
Rs.
Warranty
3,720,265
57,892,045
9,524,893
52,087,417
343,800,872
343,800,872
4,110,772
390,507
3,720,265
2007-08
Rs.
Other Probable
Obligations
-
Warranty provisions relates to the estimated outflow in respect of warranty for products sold by the Company and other probable
obligations/provisions relates to the estimated outflow in respect of possible liabilities expected to arise in future. Due to very nature
of such costs, it is not possible to estimate the timing/uncertainties relating to their outflows as well as expense from such estimates
23
Capital work-in-progress as on March 31, 2008 included equipment under commissioning. As per the contract, the liability for
purchase of this equipment has a fixed base component and a variable component payable on the basis of the additional
capacity and efficiency achieved. During the year, based on tests performed to measure the capacity and efficiency
demonstrated by the equipment, the Company (PVTIL) believes that the probability of the equipment being able to achieve
the above additions parameters is remote and accordingly, the liability recognised as on March 31, 2008 in respect of the
166/167
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MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
variable component of the purchase price has been reversed by Rs. 878,764,625 in accordance with the provisions of
Accounting Standard (AS) 29 "Provisions, Contingent Liabilities and Contingent Assets", notified under section 211(3C) of the
Companies Act, 1956, with a corresponding reversal in capital work-in-progress.
24
The Company has been granted exemption from Trade Tax and Central Sales Tax under Section 4-A of U.P. Trade Tax Act for a
period of 15 years for their A - 164 Unit w.e.f. 31.03.2000, which was converted into Tax Deferment (Section 42) with the
introduction of U.P. VAT Act, 2008 w.e.f. 01.01.2008. Subsequently, the provisions were amended by U.P. VAT (Amendment)
Act 2009 and as per amended provisions, the industrial unit availing benefit of exemption on the turnover of sales under the
erstwhile Act or the Central Sales Tax Act become entitled for exemption again but by way of Refund of net tax paid subject to
certain conditions . The company is in process of complying with the terms and conditions of the exemption for claiming of
refund.
25
The Board of directors of Moser Baer Photo Voltaic Limited (MBPV), vide their resolution passed at a meeting of the board,
held on August 29, 2006, authorised MBPV to invest in certain entities, through its wholly-owned subsidiaries, with a view to
form strategic technology alliances in the field of solar technology. Accordingly, in earlier years, MBPV had invested USD 7
million in M/s Sol Focus, INC., USA; USD 4 million in M/s Solaria Corporation, USA; and USD 1 million in M/s Stion
Corporation, USA. During the previous year, the board of directors of MBPV, vide their resolution passed at a meeting of the
board, held on July 10, 2007, authorised MBPV to further invest USD 6.33 million in M/s Solaria Corporation, USA; and USD
0.19 million in M/s Stion Corporation, USA. During the current year, MBPV has further invested USD 0.29 million in M/s Stion
Corporation, USA.
26
During the previous year, Moser Baer Solar Plc made an investment of USD 250,000 in Skyline Solar, Inc, USA in the form of
Promissory Notes and Warrants. The promissory notes along with interest were converted in August 2008 to 482,250 shares
of Series A Preferred Stock with a value of USD 259,643. During the year these preferred stock warrant were acquired by
Tifton Limited, a subsidiary company of Moser Baer Solar Plc.
27
During the year, investment held in Solfocus Europe were exchanged for preferred stock of Solfocus Inc. USA in the ratio of
one share for every two share of Solfocus Europe. Consiquently, 2,178,649 shares were acquired by Solfocus Inc. USA in lieu
of 4,357,298 shares of Solfocus Europe.
28
Based on the information available with the company, the company and its subsidiaries have identified 28 vendors as Micro
and small enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006. The balance due to
such vendors as at 31.03.2009 has been disclosed separately under "Current Liabilities and Provisions" (Refer Schedule 12).
Disclosure relating to dues Outstanding to Micro & Small Enterprises as defined in Micro Small & Medium Enterprises Act 2006
(a)
Amount remaining unpaid to Micro & Small Enterprises at the end of year
Principal Amount
Interest thereon
Total
(b) Amount of Payments made to Micro & Small Enterprises
beyond the appointed date during the year
Principal Amount
Interest Actually Paid u/s 16 of the Act.
Total
(c)
Interest due & Payable (excluding interest u/s 16 of the Act) to
Micro & Small Enterprises for delayed payments
Interest accrued during the year as per agreed terms.
Interest payable during the year as per agreed terms.
2008-09
Rs.
43,933,083
1,641,681
45,574,764
2007-08
Rs.
213,604
5,865
219,469
286,639,593
Nil
286,639.593
224,433
Nil
224,433
3,416
3,416
Nil
Nil
1,638,264
1,638,264
5,865
5,865
(d) Interest accrued (including interest u/s 16 of the Act)
and remaining unpaid at the end of the year
Interest accrued during the year.
Interest remaining unpaid during the year.
MOSER BAER INDIA LIMITED
SCHEDULES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTD.)
Part -B NOTES TO ACCOUNTS (CONTD.)
29
Based on the results of the review of the countervailing duties imposed by the European Union, the European Commission
has announced termination of the current countervailing duties on CD-Rs and allowed for their refund with effect from
November 5, 2006. Accordingly the Company has recognized the refund in the previous year due for the period November 6,
2006 to March 31, 2007 amounting to Rs.187,514,298 as 'other income', out of which Rs.173,236,343 has been subsequently
realised.
30
(a)
During the year 2007-08 the Company issued fully paid bonus shares to the equity shareholders of the Company in the
ratio of one bonus share for two existing fully paid shares by capitalising the sum standing to the credit of Company's
general reserve. Consequently the Company has allotted 56,077,035 equity shares which also includes 127,975 equity
shares against options exercised after the record date i.e. 18th July 2007.
(b) During the year 2008-09 the Company issued 25,000 fully paid bonus shares to a director of the Company on exercise of
DSOP in the ratio of one bonus share for two existing stock options by capitalising the sum standing to the credit of
Company's general reserve.
31
Other Disclosures:
In terms of Accounting Standard Interpretation-15 issued on Accounting Standard - 21 'Consolidated Financial Statements' by
the Institute of Chartered Accountants of India, additional information pursuant to requirements of Part II of Schedule VI to
The Companies Act, 1956, have not been disclosed in these notes to the CFS.
32
Corresponding figures for the previous year have been regrouped/rearranged, wherever necessary to conform to current
year classification.
By order of the Board
for and on behalf of MOSER BAER INDIA LIMITED
Deepak Puri
Chairman and Managing Director
Place: New Delhi
Date : July 8, 2009
Ratul Puri
Executive Director
Minni Katariya
Head Legal and
Company Secretary
Yogesh Mathur
Group CFO
MOSER BAER INDIA LIMITED
Moser Baer India Limited
Moser Baer SEZ Developer Limited
Moser Baer India Limited
Moser Baer Investments Limited
Photovoltaic Holdings Plc
Moser Baer India Limited
Peraround Limited
Cubic Technologies B.V.
Advoferm Limited
Moser Baer Solar Plc
Peraround Limited
Peraround Limited
Peraround Limited
Moser Baer India Limited
Moser Baer Projects Private Limited
Moser Baer Projects Private Limited
Moser Baer Electric Power Ltd.
Moser Baer Power & Infrastructures Ltd.
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
(3)
Moser Baer India Limited
European Optic Media Technology GmbH
PV Technologies India Limited
Moser Baer Photo Voltaic Limited
Moser Baer Photo Voltaic Limited
Moser Baer Photo Voltaic Limited
Moser Baer Photo Voltaic Limited
Moser Baer Photo Voltaic Limited
Moser Baer Solar Plc
Moser Baer Photo Voltaic Limited
Perafly Limited
Perafly Limited
Perafly Limited
Perafly Limited
Moser Baer India Limited
Moser Baer SEZ Developer Limited
(2)
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
Holding Company
(1)
Financial Year
of the Subsidiary
Company
ended on
European Optic Media Technology GmbH
Omega Optical Media Technologies s.r.o.
Moser Baer Photo Voltaic Limited
Admire Energy Solutions Private Limited
Arise Solar Energy Private Limited
Competent Solar Energy Private Limited
Pride Solar Systems Private Limited
Value Solar Energy Private Limited
PV Technologies India Limited
Perafly Limited
Dalecrest Limited
Nicofly Limited
Perasoft Limited
Crownglobe Limited
Moser Baer SEZ Developer Limited
Solar Research Limited
Moser Baer Entertainment Limited
(Formerly known as
Moser Baer Media Limited)
Moser Baer Energy Limited
Moser Baer Investments Limited
Photovoltaic Holdings Plc
Moser Baer Solar Plc
Peraround Limited
Advoferm Limited
OM&T B.V.
Cubic Technologies B.V.
Tifton Limited
Hamel Limited
Zesa Limited
Tucker Limited
Moser Baer Projects Private Limited
(Formerly known as
Paranormal.Com Private Limited)
Moser Baer Power & Infrastructures Ltd.
Moser Baer Electric Power Ltd.
(Formerly Known as
Moser Baer Hydro Electric Power Limited)
Moser Baer Project & Infrastructures Ltd.
MB Power (Madhya Pradesh) Ltd.
Name of the Subsidiary Company
100
100
100
51
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
(4)
Extent of
Holding
Company's
Interest (%)
-
3,995,562
-
(115,630,871)
(18,092)
(45,335)
(2,954,104)
31,412,392
(226,279,861)
(1,641,251)
(195,630,118)
(6,013,514)
(1,034,385)
(172,032)
(172,032)
(172,032)
(2,768,052)
(589,247)
(1,676,608,737)
(17,788)
(17,900)
(17,507)
(17,507)
(17,507)
(53,562,608)
1,420,356
(1,685,157)
(1,536,776)
(1,689,010)
(1,655,807)
(317,693)
(18,092)
(5)
For the financial
year of the
subsidiary
(8,114,059)
-
(4,702,000)
-
(59,891)
(21,800)
(268,108)
(698,676)
24,942,883
(2,487,867)
(2,519,837)
(224,714,333)
(239,843)
-
14,148,159
(414,316)
(509,661,338)
(156,822,178)
(7,262,320)
(1,830,487)
(1,887,506)
(1,832,196)
(7,329,610)
(39,938)
(21,200)
(6)
For the previous
financial year
of the subsidiary
since it became
a subsidiary
Net aggregate amounts of
profits/(losses) of the
subsidiary so far as it concerns
the members
of the holding company
and is not dealt within accounts
of holding company
-
-
-
-
(7)
For the financial
year of the
subsidiary
-
-
-
-
(8)
For the previous
financial year
of the subsidiary
since it became
a subsidiary
Net aggregate amounts of
the profits/(losses) of the
subsidiary so far as it concerns
the members
of the holding company
and is dealt within accounts
of holding company
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANIES
a n n u a l r e p o r t 0 8 / 0 9
168/169
(2)
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
31st March 2009
(1)
Financial Year
of the Subsidiary
Company
ended on
MB Power (Jharkhand) Ltd.
MB Power (Chhatisgarh) Ltd.
MB Power (Andhra Pradesh) Ltd.
MB Power (Orissa) Ltd.
MB Power (Uttar Pradesh) Ltd.
Nagaland Energy Ltd.
Moser Baer Industrial Development Ltd.
Moser Baer Industrial Infrastructure Ltd.
Moser Baer Engineering & Construction Ltd.
Moser Baer Services Ltd.
Moser Baer Clean Energy Limited
Sapphire Industrial Infrastructures Private Ltd.
Moser Baer Energy & Research Limited
Moser Baer Energy & Development Limited
Moser Baer Energy & Infrastructure Limited
Moser Baer Energy & Projects Limited
Moser Baer Energy Systems Limited
Solitaire Industrial Infrastructure Private Ltd.
Solitaire Energies Private Limited
Solitaire Powertech Private Limited
Precious Energy Services Private Limited
Millgreen Power Limited
Moser Baer Powertech Limited
Moser Baer Infrastructures & Power Limited
Moser Baer New Power Limited
Moser Baer Powerventures Limited
Moser Baer Power Structures Limited
Moser Baer Powergen Limited
Gondhala Electric Power Company Limited
Lumen Engineering Private Limited
Laytham Limited, Cyprus
Atharv Cleantech Limited, Cyprus
Hygrove Limited , Cyprus
Ralsen Limited, Cyprus
Bharat Cleantech Limited, Cyprus
Name of the Subsidiary Company
Date : July 08, 2009
Place : New Delhi
MOSER BAER INDIA LIMITED
(3)
Moser Baer Power & Infrastructures Ltd.
Moser Baer Power & Infrastructures Ltd.
Moser Baer Power & Infrastructures Ltd.
Moser Baer Power & Infrastructures Ltd.
Moser Baer Power & Infrastructures Ltd.
Moser Baer Power & Infrastructures Ltd.
Moser Baer Projects Private Limited
Moser Baer Projects Private Limited
Moser Baer Projects Private Limited
Moser Baer Projects Private Limited
Moser Baer Projects Private Limited
Moser Baer Clean Energy Limited
Moser Baer Clean Energy Limited
Moser Baer Clean Energy Limited
Moser Baer Clean Energy Limited
Moser Baer Clean Energy Limited
Moser Baer Clean Energy Limited
Moser Baer Clean Energy Limited
Moser Baer Clean Energy Limited
Moser Baer Clean Energy Limited
Moser Baer Clean Energy Limited
Moser Baer Clean Energy Limited
Moser Baer Electric Power Ltd.
Moser Baer Electric Power Ltd.
Moser Baer Electric Power Ltd.
Moser Baer Electric Power Ltd.
Moser Baer Electric Power Ltd.
Moser Baer Electric Power Ltd.
Moser Baer Projects Private Limited
Moser Baer India Limited
Moser Baer Clean Energy Limited
Moser Baer Clean Energy Limited
Moser Baer Clean Energy Limited
Moser Baer Clean Energy Limited
Moser Baer Clean Energy Limited
Holding Company
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
51
100
100
100
100
100
(4)
Extent of
Holding
Company's
Interest (%)
(6)
-
For the previous
financial year
of the subsidiary
since it became
a subsidiary
For and on behalf of the board
Sd/Deepak Puri
Chairman and Managing Director
(6,808,620)
(654,598)
(625,308)
(290,958)
(289,217)
(340,095)
(5)
For the financial
year of the
subsidiary
Net aggregate amounts of
profits/(losses) of the
subsidiary so far as it concerns
the members
of the holding company
and is not dealt within accounts
of holding company
-
(7)
For the financial
year of the
subsidiary
-
(8)
For the previous
financial year
of the subsidiary
since it became
a subsidiary
Net aggregate amounts of
the profits/(losses) of the
subsidiary so far as it concerns
the members
of the holding company
and is dealt within accounts
of holding company
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANIES (CONTD.)
Moser Baer Photo Voltaic Limited
PV Technologies India Limited
Moser Baer SEZ Developer Limited
Moser Baer Entertainment Limited
(Formerly known as Moser Baer Media Limited)
Moser Baer Energy Limited
Solar Research Limited
Moser Baer Investments Limited
Photovoltaic Holdings Plc, Isle of Man
Moser Baer Solar Plc, Isle of Man
Advoferm Limited, Cyprus
Peraround Limited, Cyprus
Perafly Limited, Cyprus
Nicofly Limited, Cyprus
Perasoft Limited, Cyprus
Dalecrest Limited, Cyprus
Crownglobe Limited, Cyprus
Admire Energy Solutions Private Limited
Arise Solar Energy Private Limited
Competent Solar Energy Private Limited
Pride Solar Systems Private Limited
Value Solar Energy Private Limited
Tifton Limited
Hamel Limited
Zesa Limited
Tucker Limited
OM&T B.V., Netherlands
Cubic Technologies B.V. ,Netherlands
European Optic Media Technology GmbH, Germany
Omega Optical Media Technologies, Slovakia
Moser Baer Projects Private Limited
(Formerly known as
Paranormal.Com Private Limited)
Moser Baer Power & Infrastructures Ltd.
Moser Baer Electric Power Ltd.
(Formerly Known as
Moser Baer Hydro Electric Power Limited)
Moser Baer Project & Infrastructures Ltd.
MB Power (Madhya Pradesh) Ltd.
MB Power (Jharkhand) Ltd.
MB Power (Chhatisgarh) Ltd.
MB Power (Andhra Pradesh) Ltd.
MB Power (Orissa) Ltd.
MB Power (Uttar Pradesh) Ltd.
Nagaland Energy Ltd.
Moser Baer Industrial Development Ltd.
Moser Baer Industrial Infrastructure Ltd.
Moser Baer Engineering & Construction Ltd.
Moser Baer Services Ltd.
Moser Baer Clean Energy Limited
Sapphire Industrial Infrastructures Private Limited
Moser Baer Energy & Research Limited
Moser Baer Energy & Development Limited
Moser Baer Energy & Infrastructure Limited
Moser Baer Energy & Projects Limited
Moser Baer Energy Systems Limited
Name of the Subsidiary Company
MOSER BAER INDIA LIMITED
102,700,000
500,000
500,000
6,000,000
5,100,000
5,543,047,026
2,109,316
236,031,747
1,210,256,852
436,923
544,660
440,796
431,394
100,000
100,000
100,000
100,000
100,000
13,025,072
295,834
295,834
295,834
1,002,083
1,214,280
111,263,750
447,852
948,500,000
98,477,230
95,473,635
500,000
500,000
500,000
500,000
500,000
500,000
500,000
500,000
500,000
500,000
500,000
500,000
13,138,206
3,697,133
500,000
500,000
500,000
500,000
500,000
67.45
67.45
67.45
67.45
-
-
Rs.
4,873,331,100
7,989,667,329
30,000,000
Rs.
-
Capital
Closing
exchange
rate against
Indian Rupee
March 31,
2009
-
8,833,203
-
(112,342,746)
(112,796)
(112,196)
(657,759)
(4,031,952)
55,947,965
136,743,738
567,609,518
(9,589,372)
439,904,576
63,900,805
324,376,028
335,250,769
(17,788)
(17,900)
(17,507)
(17,507)
(17,507)
(1,034,385)
(172,033)
(172,033)
(172,033)
(380,104,550)
155,377,657
(88,627,981)
(1,538,716)
(2,355,786,316)
(201,915,848)
(585,278)
Rs.
Reserves
(including
balance in
profit and loss
account)
95,473,635
500,000
801,000
500,000
500,000
500,000
500,000
500,000
500,000
500,000
500,000
500,000
500,000
13,138,206
3,697,133
500,000
500,000
500,000
500,000
500,000
957,731,509
98,477,230
923,631,165
439,470
440,070
5,399,816
2,918,793
5,604,664,217
670,221,364
1,350,956,201
1,201,845,836
441,212,140
65,358,797
325,764,695
336,732,045
200,000
199,888
100,000
100,000
100,000
13,400,794
127,272
127,272
127,272
379,398,096
179,082,814
562,469,603
437,846
12,558,909,851
12,051,551,268
29,442,849
Rs.
Total Assets
301,000
-
398,306
-
933,273,911
52,266
52,266
57,575
1,850,745
5,669,225
531,368,310
547,314,936
1,178,356
870,641
913,332
947,871
1,049,882
117,788
117,788
17,507
17,507
17,507
1,410,107
3,470
3,470
3,470
758,500,563
22,490,877
539,833,834
1,528,710
10,041,365,067
4,263,799,787
28,127
Rs.
Total Liabilities
-
-
-
13,025,522
-
656,000,000
441,246,524
65,236,547
327,047,185
Rs.
Investments
(except in case
of investment
in subsidiary)*
FINANCIAL DETAILS OF THE SUBSIDIARY COMPANIES
-
3,995,562
-
492,606,476
18,817
101,092,563
30,863,609
29,913,499
1,894
449,260,511
185,098,629
453
3,693,479,425
476,075,781
-
Rs.
Turnover
(including
other income)
-
3,995,562
-
(115,630,871)
(18,092)
(18,092)
(45,335)
(2,954,104)
31,412,391
(1,641,251)
(226,279,861)
1,420,356
(1,536,776)
(1,689,010)
(1,685,157)
(1,655,807)
(17,788)
(17,900)
(17,507)
(17,507)
(17,507)
(1,034,385)
(172,032)
(172,032)
(172,032)
(195,630,118)
(6,013,514)
(2,768,052)
(589,247)
(1,672,074,959)
(52,715,920)
(317,693)
Rs.
Profit / (loss)
before taxation
-
282,043
-
3,411,518
-
4,533,778
846,688
-
Rs.
Provision for
taxation
-
3,713,519
-
(112,219,353)
(18,092)
(18,092)
(45,335)
(2,954,104)
31,412,391
(1,641,251)
(226,279,861)
1,420,356
(1,536,776)
(1,689,010)
(1,685,157)
(1,655,807)
(17,788)
(17,900)
(17,507)
(17,507)
(17,507)
(1,034,385)
(172,032)
(172,032)
(172,032)
(195,630,118)
(6,013,514)
(2,768,052)
(589,247)
(1,676,608,737)
(53,562,608)
(317,693)
Rs.
Profit / (loss)
after taxation
-
-
-
-
Rs.
Proposed
dividend
a n n u a l r e p o r t 0 8 / 0 9
170/171
(6,806,257)
(699,383)
(649,854)
(310,864)
(310,855)
(335,903)
Rs.
Reserves
(including
balance in
profit and loss
account)
Skyline Solar Inc.
Shares Series A Preferred Stock
Shares Series B Preferred Stock
Shares Series C Preferred Stock
Rs.
13,025,522
410,660,000
245,340,000
327,047,185
45,302,150
7,693,234
12,241,163
185,293,200
198,454,978
57,498,346
-
Investments
(except in case
of investment
in subsidiary)*
Amount in Rs.
485,247,917
1,116,184
2,623,945
310,864
310,855
611,542
Rs.
Total Liabilities
501,353
-
Rs.
Turnover
(including
other income)
(6,808,620)
(654,598)
(625,308)
(290,958)
(289,217)
(340,095)
Rs.
Profit / (loss)
before taxation
Rs.
-
-
Provision for
taxation
(6,808,620)
(654,598)
(625,308)
(290,958)
(289,217)
(340,095)
Rs.
Profit / (loss)
after taxation
-
Rs.
Proposed
dividend
Date : July 08, 2009
Place : New Delhi
For and on behalf of the board
Sd/Deepak Puri
Chairman and Managing Director
In terms of approval by the Central Government under Section 212(8) of the Companies Act, 1956, a copy of the Balance Sheet, Profit & Loss Account, Report of the Board of Directors' and the Report of the
Auditors' of the Subsidiary Companies have not been attached with Annual Report of the Company. The Company will make available these document and the related details upon request by any investor
of the Company and of its Subsidiaries. These documents will also be available for inspection by any investor at the Head Office of the Company at 43B, Okhla Industrial Estate, New Delhi-110020, and
that of the Subsidiary Companies concerned.
Note:
Tifton Limited
Shares Series A Preferred Stock
Sol Focus, Inc.
Sol Focus, Inc.
Dalecrest Limited
Peraround Limited
Shares Series A Preferred Stock
Series B1 Preferred Stock
Series B2 Preferred Stock
Stion Corporation
Perasoft Limited
Shares Series B Preferred Stock
Shares Series C Preferred Stock
Shares Series C1 Preferred Stock
The Solaria Corporation
Nicofly Limited
100,000
100,000
100,000
100,000
500,000
500,000
500,000
500,000
500,000
500,000
500,000
445,721,581
480,441,660
554,620
5,419,576
137,819
137,819
4,754,770
Rs.
Total Assets
Particulars of Investments
Nature of Investment
100,000
100,000
100,000
100,000
500,000
500,000
500,000
500,000
500,000
500,000
500,000
445,721,581
2,000,000
137,819
3,445,485
137,819
137,819
4,479,131
Rs.
Rs.
-
Capital
Closing
exchange
rate against
Indian Rupee
March 31,
2009
Name of the Subsidiary Company
* Details of Investments
Solitaire Industrial Infrastructure Private Limited
Solitaire Energies Private Limited
Solitaire Powertech Private Limited
Precious Energy Services Private Limited
Millgreen Power Limited
Moser Baer Powertech Limited
Moser Baer Infrastructures & Power Limited
Moser Baer New Power Limited
Moser Baer Powerventures Limited
Moser Baer Power Structures Limited
Moser Baer Powergen Limited
Gondhala Electric Power Company Limited
Lumen Engineering Private Limited
Laytham Limited, Cyprus
Atharv Cleantech Limited, Cyprus
Hygrove Limited , Cyprus
Ralsen Limited, Cyprus
Bharat Cleantech Limited, Cyprus
Name of the Subsidiary Company
MOSER BAER INDIA LIMITED
FINANCIAL DETAILS OF THE SUBSIDIARY COMPANIES CONTD.
Designed and Developed by Bounce Design / Printed at Thomson Press
Corporate and Head Office : 43B, Okhla Industrial Estate, New Delhi - 110020. India.
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email: [email protected]