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Notes to Accounts of Hinduja Ventures Ltd.

Mar 31, 2016

1. Includes an amount of Rs. 7,173.48 (in Lakhs) [Previous Year - Rs. 7,173.48 (in Lakhs)] being disputed income tax liabilities pertaining to IT / ITES business, which is reimbursable from Hinduja Global Solutions Limited, pursuant to the Scheme of Arrangement and Reconstruction for demerger of IT / ITES business sanctioned by High Court of Judicature of Bombay and made effective on 7th March, 2007. In respect of the aforesaid disputed dues, an amount of Rs. 5,738.20 (in Lakhs) [Previous Year - Rs. 5,738.20 (in Lakhs)] has been deposited by the Company with income tax authorities under protest. The Company has received Rs. 5,550.00 (In Lakhs) upto 31st March, 2016 from Hinduja Global Solutions Limited to discharge part payment of disputed income tax liabilities pertaining to IT / ITES business, which is netted from advance tax and tax deducted at source (net of provisions).

2. With respect to the above, the Company does not expect any outflow of cash / resources.

(B) Other commitments:

a) Grant Investrade Limited (''Grant''), a wholly owned Subsidiary of the Company has in previous year, availed a Loan against share facility of Rs. 29,500 Lakhs from Yes Bank Limited (YBL) repayable after 96 months from the date of disbursement. The Company has given shortfall undertaking to YBL that in the event of any shortfall, the Company will infuse additional equity in Grant towards time, cost overrun and losses during the tenor of the loan.

b) The Company has given an undertaking to various banks to retain shareholding to the extent of 51% in the Subsidiary viz. IndusInd Media & Communications Limited (''IMCL'') and 100% in the Subsidiary viz. Grant Investrade Limited (Grant), until all amounts outstanding under various Facility Agreements entered into by IMCL and Grant with the said banks are repaid in full by IMCL and Grant respectively.

3 Operating leases

Where the Company is a lessee:

The Company has entered into cancellable leasing arrangement relating to office premises extending up to a maximum of five years from the respective date of inception which are renewable on mutual consent. Lease rental of Rs. 123.52 (in Lakhs) [Previous Year - Rs. 109.81 (in Lakhs)] has been included in ''Rent'' - Refer Note 25 of the financial statements.

4 MAT credits

The Company has recognized Minimum Alternate Tax (MAT) credit as per the provisions of section 115JAA of the Income Tax Act, 1961 in the current year, which can be carried forward for a period of ten years and set-off against the tax payable when the Company will fall under the normal tax rate. The convincing evidence of obtaining tax credit is supported by subsequent performance of the Company and subsisting business, which will ensure availability of sufficient future taxable income against which the above MAT credit will be adjusted.

5 Segment reporting Primary Segment

In accordance with Accounting Standard 17 - Segment Reporting, the Management has identified its business segments based on the nature of services, nature of risks and returns as applicable to each segment and the internal financial reporting systems, so far as they relate to the specific groups included in the segments, which are as under:

I. Media and communications - consists of various media / communication related activities spearheaded by the Corporate Group. This segment also includes all activities relating to increase in shareholders'' value in Subsidiaries belonging to the Company in this sector.

II. Real estate - The Company has real estate activities in the form of property development. The segment also identifies potential investment opportunities in real estate properties either itself or through participation in the form of shares or securities of real estate Companies.

III. Investments and Treasury - This segment consists of activities relating to

i. Deployment of surplus funds and

ii. Existing stock in trade / investments in shares and securities, other than Subsidiaries.

Revenue and expenses have been accounted for on the basis of their relationship to the operating activities of the segment. Expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under “Unallocated corporate expenses”. Assets and Liabilities, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under “Unallocated corporate assets / liabilities”.

Secondary Segment

There is no reportable Geographical Segment.

6 Disclosure in accordance with Accounting Standard 15 ‘Employee Benefits''

The Company has classified various benefits provided to employees as under:

I Defined Contribution Plans

a) Provident fund

b) State defined contribution plans

i) Employer’s contribution to employees’ state insurance

ii) Employer’s contribution to employees’ pension scheme 1995

During the year, the Company has recognized the following amounts in the Statement of Profit and Loss:

Note 1- Short Term Loan (STL-1) from others is secured by pledge of shares and Buyer credits are secured by first charge against present and future current assets.

Note 2- All the above loans are secured against pledge of investments in Indusind Bank Limited.

7 As a part of its real estate activity , the Company had acquired approximately 47 acres of land in Devanahalli Bengaluru from a party in terms of Agreement of Sale Deed dated 28.07.1995. However, as the said party, though in receipt of sales consideration, did not fulfill its legal obligation to transfer the title in the name of the Company, the Company filed a suit for specific performance in the Civil Court in 2011. An order granting temporary injunction was passed on 11.03.2013 restraining the said party from alienating or in any way encumbering the land in Devanahalli. A criminal complaint was also filed at the Devanahalli Court on 10.11.2014 and the investigation has been stayed by the Hon''ble High Court of Karnataka vide order dated 15th December, 2015 and that the same is being contested by the Company.

8 The Company had obtained registration as a sub-broker of the National Stock Exchange of India Limited and Bombay Stock Exchange Limited from Securities and Exchange Board of India. The Company is engaged in the activity of sub broking during the year. In the opinion of the Management and based on a legal opinion, the Company is not required to register as a non-banking financial Company with Reserve Bank of India.

9 Accounting for Amalgamation

a) In terms of the Scheme of Amalgamation (the Scheme), of IDL Specialty Chemicals Limited, a wholly owned Subsidiary of the Company (referred to as ''IDL'' or ''Transferor Company''), into the Company as approved by Honourable High Court of Judicature at Mumbai with an appointed date of April 1, 2015. The undertaking and the entire business, including all assets and liabilities of the Transferor Company stand transferred to and vest in the Company. The Transferor Company was engaged in the business of dairy and dairy products, Shares and Securities & Real estate business.

b) Combination of authorized capital:

Pursuant to the aforesaid amalgamation and in terms of the said approved Scheme, the authorized share capital of the Company stands increased by the authorized share capital of the Transferor Company aggregating Rs. 1,010.00 Lakhs.

Accordingly, effective April 1, 2015, the authorized capital of the Company stands at Rs. 8,010.00 Lakhs.

c) Accounting treatment

The Company has followed the accounting treatment prescribed in the said approved Scheme of Amalgamation, as follows:

i. The amalgamation of IDL with the Company has been accounted by the Company in the books by using the pooling of interest method in accordance with the said approved Scheme of Amalgamation and Accounting Standard (AS) 14 as notified under the Companies Act, 2013.

ii. The Company has recorded all the assets and liabilities, and reserves of IDL at their respective book values as appearing in the books of IDL as at April 1, 2015, as shown hereunder and difference between the share capital including securities premium account of the transferor Company and the investment in the transferor Company recorded in the books of the Company amounting to Rs. 6,195.64 Lakhs has been transferred to Capital Reserve account.

10 The Company has not received any intimation from the “suppliers” regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence the disclosures relating to amount unpaid as at the end of the year together with interest paid/payable as required under the said Act has not been furnished and provision for interest, if any, on delayed payments, is not ascertainable at this stage.

11 Corporate Social Responsibility

a) Gross amount required to be spent by the Company during the year for Corporate Social Responsibility (CSR) :- Rs. 25.13 Lakhs [Previous Year - Rs. 40.10 Lakhs].

b) Following are the details of amount spent during the year for CSR :-

12Previous Year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.


Mar 31, 2015

1. Rights, Preferences and Restrictions attached to equity shares:

i) Right to receive dividend as may be approved by the Board of Directors / Annual General Meeting.

ii) The equity shares are not repayable except in the case of a buy back, reduction of capital or winding up in terms of the provisions of the 2013 Act.

iii) Every member of the Company holding equity shares has a right to attend the General Meeting of the Company and has a right to speak or e-vote and on a show of hands, has one vote if he is present and on a poll shall have the right to vote in proportion to his share of the paid-up capital of the Company.

2. Contingent liabilities in respect of:

(Rs. in Lacs)

Sr. Particulars As at As at No. 31.03.2015 31.03.2014

i. Income Tax matters against which the Company has filed appeals / objections. 7,326.65 14,229.00 (Refer Note 1 below)

ii. Summary Suit has been filed by Nishkalp Investments and Trading Company 867.12 867.12 Limited with regard to the dispute for buyback of shares of Plus Paper Foodpac Limited (PPFL) vide an agreement dated 25th November, 1997. The Management is of the opinion that the Company has a good case and the summary suit is not sustainable.

3. Includes an amount of Rs. 7,173.48 (in Lacs) [Previous Year - Rs. 12,209.79 (in Lacs)] being disputed income tax liabilities pertaining to IT / ITES business, which is reimbursable from Hinduja Global Solutions Limited, pursuant to the Scheme of Arrangement and Reconstruction for demerger of IT / ITES business sanctioned by High Court of Judicature of Bombay and made effective on 7th March, 2007. In respect of the aforesaid disputed dues, an amount of Rs. 5,738.20 (in Lacs) [Previous Year - Rs. 6,069.41 (in Lacs)] has been deposited by the Company with income tax authorities under protest. The Company has received Rs. Nil (in Lacs) [Previous Year - Rs. 5,550.00 (in Lacs)] upto 31st March, 2015 from Hinduja Global Solutions Limited to discharge part payment of disputed income tax liabilities pertaining to IT / ITES business, which is netted from advance tax and tax deducted at source (net of provisions).

4. With respect to the above, the Company does not expect any outflow of cash / resources.

5. Other commitments:

a) IDL Speciality Chemicals Limited ('IDL'), a wholly owned subsidiary of the Company has outstanding Non-convertible debentures ('NCD') of Rs. 15,000 Lacs (Previous Year- Rs. 7,500 Lacs) redeemable at the end of 18 months from the date of allotment. The Company provided pledge of its investment of Nil (Previous year- 900,000) shares in Indusind Bank Limited and has given a shortfall undertaking to the debenture trustee that in the event of default by the subsidiary in redeeming the said debentures, the Company shall meet the shortfall, if any, to the investors of NCD.

b) IDL Speciality Chemicals Limited ('IDL'), a wholly owned subsidiary of the Company has, during the year, availed the Loan against share facility of Rs. 6,100 Lacs (Previous Year- Rs. 5,000 Lacs) from Axis Finance Limited ('AFL') repayable at the end of 36 months (Previous year- 12 months) from the date of disbursement. The Company provided pledge of its investment of Nil (Previous year- 965,000) shares in Indusind Bank Limited The Company has given shortfall undertaking that in the event of any shortfall in amount due and payable, the Company would infuse capital by way of subscription to equity/ preference shares to pay all amounts due and payable in relation to the loan in case IDL fails to do so and has also given a non-disposal undertaking of its shareholding in IDL.

c) IDL Speciality Chemicals Limited ('IDL'), a wholly owned subsidiary of the Company has, during the year, availed the Loan against share facility of Rs. 2,500 Lacs (Previous year- Rs. 5,000 Lacs) from Bajaj Finance repayable at the end of 12 months from the date of disbursement. The Company has given shortfall undertaking that in the event of any shortfall in amount due and payable, the Company would infuse capital by way of subscription to equity/ preference shares to pay all amounts due and payable in relation to the loan in case IDL fails to do so and also given a non-disposal undertaking of its shareholding in IDL.

d) IndusInd Media and Communications Limited ('IMCL'), subsidiary of the Company has, during the year, availed a short term loan of Rs. 4,000 lacs from Ratnakar Bank Limited ('RBL') repayable in a bullet payment at the end of 12 months from the date of disbursement. The Company has given shortfall undertaking to RBL that in the event of any shortfall in servicing the interest accrued and instalment on the loan by IMCL, the Company shall infuse such additional funds in IMCL by way of subscription to equity or unsecured or subordinated loans or deposits, which shall not involve any charge or lien on or other interest in the assets of IMCL.

e) Grant Investrade Limited ('Grant'), a wholly owned subsidiary of the Company has during the year availed the Loan against share facility of Rs. 29,500 Lacs from Yes Bank Limited (YBL) repayable after 96 months from the date of disbursement. The Company has given shortfall undertaking to YBL that in the event of any shortfall, the company will infuse additional equity in Grant towards time, cost overrun and losses during the tenure of the loan.

f) The Company has given an undertaking to various banks to retain shareholding to the extent of 51% in the subsidiary viz. IndusInd Media and Communications Limited ('IMCL') and 100% in the subsidiary viz. Grant Investrade Limited (Grant), until all amounts outstanding under various Facility Agreements entered into by IMCL and Grant with the said banks are repaid in full by IMCL and Grant respectively.

6. Operating leases

a) Where the Company is a lessee:

The Company has entered into cancellable leasing arrangement relating to office premises extending upto a maximum of five years from the respective date of inception which are renewable on mutual consent. Lease rental of Rs. 109.81 (in Lacs) [Previous Year - Rs. 87.52 (in Lacs)] has been included in 'Rent' - Refer Note 22 of the financial statements.

b) Where the Company is a lessor:

The Company has given optical fibre cable under operating lease. These are generally cancellable and are renewable by mutual consent on mutually agreeable terms. With effect from October 1,2013 the agreement is temporarily suspended by mutual consent. The lease income recognised in the Statement of Profit and Loss under lease income - optical fibre cable is Rs. Nil (in Lacs) [Previous Year - Rs. 218.66 (in Lacs)] - Refer Note 17 of the financial statements.

7. MAT credits

The Company has recognised Minimum Alternate Tax (MAT) credit as per the provisions of section 115JAA of the Income Tax Act, 1961 in the current year, which can be carried forward for a period of ten years and set-off against the tax payable when the Company will fall under the normal tax rate. The convincing evidence of obtaining tax credit is supported by subsequent performance of the Company and subsisting business, which will ensure availability of sufficient future taxable income against which the above MAT credit will be adjusted.

8. Segment reporting Primary Segment

In accordance with Accounting Standard 17 - Segment Reporting, the Management has identified its business segments based on the nature of services, nature of risks and returns as applicable to each segment and the internal financial reporting systems, so far as they relate to the specific groups included in the segments, which are as under:

a. Media and communications - consists of various media / communication related activities spearheaded by the Corporate Group. This segment also includes all activities relating to increase in shareholders' value in subsidiaries belonging to the Company in this sector.

b. Real estate - The Company has real estate activities in the form of property development. The segment also identifies potential investment opportunities in real estate properties either itself or through participation in the form of shares or securities of real estate companies.

c. Investments and Treasury - This segment consists of activities relating to

i. Deployment of surplus funds and

ii. Existing stock in trade / investments in shares and securities, other than subsidiaries.

Revenue and expenses have been accounted for on the basis of their relationship to the operating activities of the segment. Expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocated corporate expenses ". Assets and Liabilities, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocated corporate assets / liabilities ".

Secondary Segment

There is no reportable Geographical Segment.

9. Related party disclosures (as identified by the Management)

I. Individual having control with relatives and associates Mr. Ashok P. Hinduja, Executive Chairman

II. Subsidiaries

A) Direct Subsidiaries

1. IndusInd Media & Communications Limited

2. Grant Investrade Limited

3. IDL Speciality Chemicals Limited

B) Indirect Subsidiaries

1. USN Networks Private Limited

2. Gold Star Noida Network Private Limited

3. Seven Star Information Technology Private Limited

4. Bhima Riddhi Infotainment Private Limited

5. United Mysore Network Private Limited

6. Apna Incable Broadband Services Private Limited

7. Sangli Media Services Private Limited

8. Sainath In Entertainment Private Limited

9. Sunny Infotainment Private Limited

10. Goldstar Infotainment Private Limited

11. Ajanta Sky Darshan Private Limited

12. V4U Entertainment Private Limited

13. Darpita Trading Company Private Limited

14. RBL Digital Cable Network Private Limited

15. Vistaar Telecommunication and Infrastructure Private Limited

16. Jagsumi Perspectives Private Limited (upto 31st December, 2014)

17. Advance Multisystem Broadband Communications Limited

III. Associates

1. Planet E-Shop Holdings India Limited

2. IN Entertainment (India) Limited

IV. Key Management Personnel

1. Mr. Ashok Mansukhani, Whole-Time Director

V. Enterprises where common control exists

1. Hinduja Group Limited

2. Aasia Advisory Services Limited

3. Hinduja Realty Ventures Limited

4. Hinduja Global Solutions Limited

5. APDL Estates limited

6. Hinduja National Power Corporation Limited

7. Hinduja Energy (India) Limited

10. Disclosure in accordance with Accounting Standard 15 'Employee Benefits'

The Company has classified various benefits provided to employees as under:

I Defined Contribution Plans

a) Provident fund

b) State defined contribution plans

i) Employer's contribution to employees state insurance

ii) Employer's contribution to employees pension scheme 1995

11. As part of its Real estate activity, the Company had acquired approximately 47 acres of land in Devanahalli, Bengaluru from a party in terms of Agreement of Sale Deed dated 28.7.1995. However, as the said party, though in receipt of sales consideration, did not fulfill its legal obligation to transfer the title in the name of the Company, the Company filed a suit for specific performance in the Civil Court in 2011. An Order granting temporary injunction was passed on 11.3.2013 restraining the said party from alienating or in any way encumbering the land in Devanahalli. A criminal complaint was also filed at the Devanahalli Court on 10.11.2014 and investigations in this regard are in progress.

12. The Company had obtained registration as a sub-broker of the National Stock Exchange of India Limited and Bombay Stock Exchange Limited from Securities and Exchange Board of India. The Company is engaged in the activity of sub-broking during the year. In the opinion of the Management and based on a legal opinion, the Company is not considered as a Non-Banking Financial Company as per the guidelines issued by Reserve Bank of India.

13. During the year, pursuant to the notification of Schedule II to the Companies Act, 2013 with effect from April 1, 2014, the Company revised the estimated useful life of its assets to align the useful life with those specified in Schedule II.

The depreciation expense in the Statement of Profit and Loss for the year is lower by Rs. 110.32 Lacs consequent to the change in the useful life of the assets.

14. The Company has not received any intimation from the "suppliers " regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence the disclosures relating to amount unpaid as at the end of the year together with interest paid/payable as required under the said Act has not been furnished and provision for interest, if any, on delayed payments, is not ascertainable at this stage.

15. The Board of Directors of the Company (Board) at their meeting held on April 24, 2015 declared an interim dividend of Rs. 15 per share for the financial year 2014-15. The Company has obtained an independent legal advice to the effect that it would be permissible for the Board to declare an interim dividend after the Balance Sheet date so long as it is declared out of the profits of the financial year to which it relates. Accordingly, the Company has recognised a liability for the interim dividend and the related tax aggregating to Rs. 3,699.81 lacs as of March 31, 2015 in the financial statements.

16. Previous Year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.


Mar 31, 2014

1 (A) Contingent liabilities in respect of:

(Rs in Lacs) Sr. Particulars As at As at No. 31.03.2014 31.03.2013

i.Income Tax matters against which the Company has fled appeals / objections. 14,229.00 20,749.21 (Refer Note 1 below).

ii.Summary Suit has been fled by Nishkalp Investments and Trading Company 867.12 867.12 Limited with regard to the dispute for buyback of shares of Plus Paper Foodpac Limited (PPFL) vide an agreement dated 25th November, 1997. The Management is of the opinion that the Company has a good case and the summary suit is not sustainable.

Notes:

1. Includes an amount of R 12,209.79 (in Lacs) [Previous Year - R 18,274.29 (in Lacs)] being disputed income tax liabilities pertaining to IT / ITES business, which is reimbursable from Hinduja Global Solutions Limited, pursuant to the Scheme of Arrangement and Reconstruction for demerger of IT / ITES business sanctioned by High Court of Judicature of Bombay and made effective on 7th March, 2007. In respect of the aforesaid disputed dues, an amount of R 6,069.41 (in Lacs) [Previous Year - R 4,397.12 (in Lacs)] has been deposited by the Company with income tax authorities under protest. The Company has received R 5,550.00 (in Lacs) [Previous Year - R 3,750.00 (in Lacs)] upto 31st March, 2014 from Hinduja Global Solutions Limited to discharge part payment of disputed income tax liabilities pertaining to IT / ITES business, which is netted from advance tax and tax deducted at source (net of provisions).

2. With respect to the above, the Company does not expect any outflow of cash / resources.

(B) Other commitments:

a) IDL Speciality Chemicals Limited (''IDL''), a wholly owned subsidiary of the Company has outstanding Non–convertible debentures (''NCD'') of R 7,500 Lacs [Previous Year - R 25,000 Lacs] redeemable at the end of 18 months from the date of allotment. The Company has provided pledge of its investment of 9,00,000 shares in IndusInd Bank Limited and also a shortfall undertaking to the debenture trustee, that in the event of default by the subsidiary in redeeming the said debentures, the Company shall meet the shortfall, if any, to the investors of NCD.

b) IDL Speciality Chemicals Limited (''IDL''), a wholly owned subsidiary of the Company has during the year availed the Loan against share facility of R 5,000 Lacs from Axis Finance Limited (''AFL'') repayable at the end of 12 months from the date of disbursement. The Company has provided pledge of its investment of 9,65,000 shares in IndusInd Bank Limited. The Company has given shortfall undertaking to pay all amounts due and payable in relation to the loan in case IDL fails to do so and also given a non-disposal undertaking of its shareholding in IDL.

c) IN Entertainment (India) Limited (''INEL''), an associate of the Company has during the year availed the Loan against share facility of R 4,500 Lacs from Axis Finance Limited (''AFL'') repayable at the end of 12 months from the date of disbursement. The Company has also given shortfall undertaking to pay all amounts due and payable in relation to the loan in case INEL fails to do so.

d) The Company has given an undertaking to various banks to retain shareholding to the extent of 51% in the subsidiary viz. IndusInd Media & Communications Limited (''IMCL'') until all amounts outstanding under various Facility Agreements entered into by IMCL with the said banks are repaid in full by IMCL.

3 Operating leases

a) Where the Company is a lessee:

The Company has entered into cancellable leasing arrangement relating to office premises extending upto a maximum of five years from the respective date of inception which are renewable on mutual consent. Lease rental of R 87.52 (in Lacs) [Previous Year - R 87.52 (in Lacs)] has been included in ''Rent'' - Refer Note 21 of the financial statements.

b) Where the Company is a lessor:

The Company has given optical fbre cable under operating lease. These are generally cancellable and are renewable by mutual consent on mutually agreeable terms. With effect from October 1, 2013 the agreement is temporarily suspended by mutual consent. The lease income recognised in the Statement of Profit and Loss under lease income - optical fbre cable of R 218.66 (in Lacs) [Previous Year - R 437.30 (in Lacs)] - Refer Note 17 of the financial statements.

4 MAT credits

The Company has recognised Minimum Alternate Tax (MAT) credit as per the provisions of section 115JAA of the Income Tax Act, 1961 in the current year, which can be carried forward for a period of ten years and set-off against the tax payable when the Company will fall under the normal tax rate. The convincing evidence of obtaining tax credit is supported by subsequent performance of the Company and subsisting business, which will ensure availability of suffcient future taxable income against which the above MAT credit will be adjusted.

5 Segment reporting Primary Segment

In accordance with Accounting Standard 17 - Segment Reporting, the Management has identified its business segments based on the nature of services, nature of risks and returns as applicable to each segment and the internal financial reporting systems, so far as they relate to the Specific groups included in the segments, which are as under:

I. Media and communications - consists of various media / communication related activities spearheaded by the Corporate Group. This segment also includes all activities relating to increase in shareholders'' value in subsidiaries belonging to the Company in this sector.

II. Real estate - The Company has real estate activities in the form of property development. The segment also identifes potential investment opportunities in real estate properties either itself or through participation in the form of shares or securities of real estate companies.

III. Investments and Treasury - This segment consists of activities relating to i. Deployment of surplus funds and

ii. Existing stock in trade / investments in shares and securities, other than subsidiaries.

Revenue and expenses have been accounted for on the basis of their relationship to the operating activities of the segment. Expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocated corporate expenses". Assets and Liabilities, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocated corporate assets / liabilities".

Secondary Segment

There is no reportable Geographical Segment.

6 Related party disclosures (as identified by the Management)

I. Individual having control with relatives and associates

Mr. Ashok P. Hinduja, Executive Chairman

II. Subsidiaries

A) Direct Subsidiaries

1. IndusInd Media & Communications Limited

2. Grant Investrade Limited

3. IDL Speciality Chemicals Limited

B) Indirect Subsidiaries

1. USN Networks Private Limited

2. Gold Star Noida Network Private Limited

3. Seven Star Information Technology Private Limited

4. Bhima Riddhi Infotainment Private Limited

5. United Mysore Network Private Limited

6. Apna Incable Broadband Services Private Limited

7. Sangli Media Services Private Limited

8. Sainath In Entertainment Private Limited

9. Sunny Infotainment Private Limited

10. Goldstar Infotainment Private Limited

11. Ajanta Sky Darshan Private Limited

12. V4U Entertainment Private Limited

13. Darpita Trading Company Private Limited

14. RBL Digital Cable Network Private Limited

15. Vistaar Telecommunication and Infrastructure Private Limited

16. Jagsumi Perspectives Private Limited

17. Advance Multisystem Broadband Communications Limited

III. Associates

1. Planet E-Shop Holdings India Limited

2. IN Entertainment (India) Limited

IV. Key Management Personnel

1. Mr. Ashok Mansukhani, Whole-Time Director (effective from 30th April, 2012)

2. Mr. Dilip Panjwani, Director and Company Secretary (upto 30th April, 2012)

V. Enterprises where common control exists

1. Hinduja Group Limited (formerly known as Aasia Management and Consultancy Private Limited)

2. Aasia Advisory Services Limited (formerly known as Hinduja Group India Limited)

3. Hinduja Realty Ventures Limited

4. Hinduja Global Solutions Limited

5. APDL Estates Limited

6. Hinduja National Power Corporation Limited

7. Hinduja Energy (India) Limited

Note: A. Figures in brackets are in respect of the previous year.

B. During the year the Company has converted an amount of R 20,000.00 lacs of Inter Corporate Deposits into 1% Participatory Redeemable Non-Cumulative preference shares of R 10 each at a premium of R 990/- per share.

29 Disclosure in accordance with Accounting Standard 15 (Revised 2005) ''Employee benefits''

The Company has classifed various benefits provided to employees as under:

I Defined Contribution Plans

a) Provident fund

b) State Defined contribution plans

i) Employer''s contribution to employees'' state insurance ii) Employer''s contribution to employees'' pension scheme 1995 During the year, the Company has recognised the following amounts in the Statement of Profit and Loss:

* Included in contribution to employees provident and other funds - Refer Note 19 of the financial statements.

II Defined benefit Plan

Gratuity

In accordance with Accounting Standard 15 (Revised 2005), actuarial valuation was carried out in respect of the aforesaid Defined benefit plan of gratuity based on the following assumptions:

* Represents liability discharged in respect of employees transferred to group companies.

B) Reconciliation of Present Value of Defined benefit Obligation and the Fair Value of Assets

* Included in provisions – Refer Note 5 & 8 of the financial statements.

* Included in employee benefits expenses - Refer Note 19 of the financial statements.

The liability for leave encashment and compensated absences as at 31st March, 2014 aggregates r 6.21 (in Lacs) [Previous Year - r 10.48 (in Lacs)].

The estimates of future salary increases considered in actuarial valuation, take account of Infation, seniority, promotion, and other relevant factor, such as supply and demand in the employment market.

7 Unhedged foreign currency exposure

The year-end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are as given below:

Amount payable in foreign currency on account of the following:

- Loans and advances, in the nature of loans to subsidiaries and associates as shown above are repayable on demand.

- There are no other loans and advances in the nature of loans where there is no repayment schedule.

- Loans and advances to employees and investment by such employees in the shares of the Company, if any are excluded from the above disclosure.

8 As part of its Real estate activity the Company acquired approximately 47 acres of land in Bengaluru from a party in terms of an Agreement to sell. However in view of the fact that the said party, though is in receipt of sales consideration, has not fulfilled his part of the obligation by transferring the title to the said land in the name of the Company, the Company has fled a suit in a civil court in Bengaluru for Specific performance of the Agreement of sale so as to have proper conveyance to the said property in favour of the Company.

9 The Company had obtained registration as a sub-broker of the National Stock Exchange of India Limited and Bombay Stock Exchange Limited from Securities and Exchange Board of India. The Company is engaged in the activity of sub-broking during the year. In the opinion of the Management and based on a legal opinion, the Company is not considered as a Non-Banking Financial Company as per the guidelines issued by Reserve Bank of India.

10 Previous Year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classifcation / disclosure.


Mar 31, 2013

1 (A) Contingent liabilities in respect of:

(Rs. in Lacs)

Sr. Particulars As at As at No 31.03.2013 31.03.2012

i. Corporate Guarantee provided by the Company for loan taken by IDL Speciality - 4,500.00 Chemicals Limited, a wholly owned subsidiary of the Company.

ii. Corporate Guarantee provided by the Company for loan taken by IN - 3,000.00 Entertainment (India) Limited, an associate of the Company.

iii. Income Tax matters against which the Company has filed appeals / objections. 20,749.21 17,784.30 (Refer Note 1 below).

iv. Summary Suit has been filed by Nishkalp Investments and Trading Company 867.12 867.12 Limited with regard to the dispute for buyback of shares of Plus Paper Foodpac

Limited (PPFL) vide an agreement dated 25th November, 1997. The Management is of the opinion that the Company has a good case and the summary suit is not sustainable.

Notes:

1. Includes an amount of Rs.18,274.29 (in Lacs) [Previous Year - Rs. 16,662.50 (in Lacs)] being disputed income tax liabilities pertaining to IT / ITES business, which is reimbursable from Hinduja Global Solutions Limited, pursuant to the Scheme of Arrangement and Reconstruction for demerger of IT / ITES business sanctioned by High Court of Judicature of Bombay and made effective on 7th March, 2007. In respect of the aforesaid disputed dues, an amount of Rs.4,397.12 (in Lacs) [Previous Year - Rs.4,397.12 (in Lacs)] has been deposited by the Company with income tax authorities under protest. The Company has received Rs. 3,750.00 (in Lacs) [Previous Year - Rs.3,750.00 (in Lacs)] upto 31st March, 2013 from Hinduja Global Solutions Limited to discharge part payment of disputed income tax liabilities pertaining to IT / ITES business, which is netted from advance tax and tax deducted at source (net of provisions).

2. With respect to the above, the Company does not expect any outflow of cash / resources.

(B) Other commitments:

a) IDL Speciality Chemicals Limited (‘IDL''), a wholly owned subsidiary of the Company has during the year issued Non-convertible debentures (‘NCD'') of Rs.25,000 Lacs redeemable at the end of 18 months from the date of allotment. The Company has provided pledge of its investment of 5,50,000 shares in IndusInd Bank Limited and also a shortfall undertaking to the debenture trustee, that in the event of default by the subsidiary in redeeming the said debentures, the Company shall meet the shortfall, if any, to the investors of NCD.

b) IN Entertainment (India) Limited (‘INEL''), an associate of the Company has during the year availed the Loan against Share facility of '' 7,500 Lacs from Kotak Mahindra Prime Limited (‘KMPL'') repayable at the end of 18 months from the date of disbursement. The Company has provided pledge of its investment of 15,00,000 shares in IndusInd Bank Limited and also an undertaking to KMPL for the replenishment of margins in case INEL fails to maintain the margins stipulated in the loan agreement during the tenor of loan.

c) The Company has given an undertaking to a bank to retain shareholding to the extent of 61.71% in the subsidiary viz; IndusInd Media & Communications Limited (‘IMCL'') until all amounts outstanding under various Facility Agreements entered into by IMCL with the said Bank are repaid in full by IMCL.

2 Operating leases

a) Where the Company is a lessee:

The operating lease arrangement relating to office premises extend upto a maximum of five years from the respective date of inception and are renewable on mutual consent. In addition, the Company has entered into cancellable leasing arrangements for office premises and towards which the lease rental of Rs.87.52 (in Lacs) [Previous Year - Rs. 90.39 (in Lacs)] has been included in ‘Rent'' - Refer Note 23 of the financial statements.

b) Where the Company is a lessor:

The Company has given optical fibre cable under operating lease. These are generally cancellable and are renewable by mutual consent on mutually agreeable terms. The lease income recognised in the Statement of Profit and Loss under lease income - optical fibre cable of Rs.437.30 (in Lacs) [Previous Year - Rs.583.07 (in Lacs)] - Refer Note 17 of the financial statements.

3 Inter-corporate deposits

Inter-corporate deposit aggregating Rs.5,295.00 (in Lacs) [Previous Year - Rs.9,700.00 (in Lacs)] granted to Hinduja Realty Ventures Limited is secured by way of pledge of equity shares of Juhu Beach Resort Limited held by that company.

4 MAT credits

The Company has recognised Minimum Alternate Tax (MAT) credit as per the provisions of section 115JAA of the Income Tax Act, 1961 in the current year, which can be carried forward for a period of ten years and set-off against the tax payable when the Company will fall under the normal tax rate. The convincing evidence of obtaining tax credit is supported by subsequent performance of the Company and subsisting business, which will ensure availability of sufficient future taxable income against which the above MAT credit will be adjusted.

5 Segment reporting Primary Segment

In accordance with Accounting Standard 17 - Segment Reporting, the Management has identified its business segments based on the nature of services, nature of risks and returns as applicable to each segment and the internal financial reporting systems, so far as they relate to the specific groups included in the segments, which are as under:

I. Media and communications - consists of various media / communication related activities spearheaded by the Corporate Group. This segment also includes all activities relating to increase in shareholders'' value in subsidiaries belonging to the Company in this sector.

II. Real estate - The Company has real estate activities in the form of property development. The segment also identifies potential investment opportunities in real estate properties either itself or through participation in the form of shares or securities of real estate companies.

III. Treasury - This segment consists of activities relating to

i. Deployment of surplus funds; and

ii. Existing stock in trade / investments in shares and securities, other than subsidiaries.

Revenue and expenses have been accounted for on the basis of their relationship to the operating activities of the segment. Expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocable Corporate Expenses". Assets and Liabilities, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocable Corporate Assets / Liabilities".

Secondary Segment

There is no reportable Geographical Segment.

6 Related party disclosures (as identified by the Management)

I. Individual having control with relatives and associates

Mr. Ashok P. Hinduja, Executive Chairman

II. Subsidiaries

A) Direct Subsidiaries

1. IndusInd Media & Communications Limited

2. Grant Investrade Limited

3. IDL Speciality Chemicals Limited

B) Indirect Subsidiaries

1. USN Networks Private Limited

2. Gold Star Noida Network Private Limited

3. Seven Star Information Technology Private Limited

4. Bhima Riddhi Infotainment Private Limited

5. United Mysore Network Private Limited

6. Apna Incable Broadband Services Private Limited

7. Sangli Media Services Private Limited

8. Sainath In Entertainment Private Limited

9. Sunny Infotainment Private Limited

10. Goldstar Infotainment Private Limited

11. Ajanta Sky Darshan Private Limited

12. V4U Entertainment Private Limited

13. Darpita Trading Company Private Limited

14. RBL Digital Cable Network Private Limited

15. Vistaar Telecommunication and Infrastructure Private Limited

16. Jagsumi Perspectives Private Limited

17. Advance Multisystem Broadband Communications Limited (effective 9th November, 2012)

III. Associates

1. Planet E-Shop Holdings India Limited

2. IN Entertainment (India) Limited

IV. Key Management Personnel

1. Mr. Ashok Mansukhani, Whole-Time Director (effective from 30th April, 2012)

2. Mr. Dilip Panjwani, Director and Company Secretary (upto 30th April, 2012)

V. Enterprises where common control exists

1. Aasia Management and Consultancy Private Limited

2. Hinduja Group India Limited

3. Hinduja Realty Ventures Limited

4. Hinduja Global Solutions Limited

5. APDL Estates Limited

6. Hinduja National Power Corporation Limited

7. Hinduja Energy (India) Limited

7 Disclosure in accordance with Accounting Standard 15 (Revised 2005) ‘Employee Benefits''

The Company has classified various benefits provided to employees as under:

I Defined Contribution Plans

a) Provident fund

b) State defined contribution plans

i) Employer''s contribution to employees'' state insurance

ii) Employer''s contribution to employees'' pension scheme 1995

- Loans and advances, in the nature of loans to subsidiaries and associates as shown above are repayable on demand.

- There are no other loans and advances in the nature of loans where there is no repayment schedule.

- In respect of the loan of Rs.23,133 Lacs (Previous Year Rs.22,148.00 Lacs) given to IDL Speciality Chemicals Limited and loan of Rs.18,755 Lacs (Previous Year Rs.5,002.00 Lacs) to Grant Investrade Limited, wholly owned subsidiaries of the Company, no interest is charged. However the provisions of Section 372A of the Companies Act, 1956 are not applicable to these loans in view of the loanees been wholly owned subsidiaries of the Company.

- Loans and advances to employees and investment by such employees in the shares of the company, if any are excluded from the above disclosure.

8 As part of its Real estate activity the Company acquired approximately 47 acres of land in Bengaluru from a party in terms of an Agreement to sell. However in view of the fact that the said party, though is in receipt of sales consideration, has not fulfilled his part of the obligation by transferring the title to the said land in the name of the Company, the Company has filed a suit in a civil court in Bengaluru for specific performance of the Agreement of Sale so as to have proper conveyance to the said property in favour of the Company.

9 The Company had obtained registration as a sub-broker of the National Stock Exchange of India Limited and Bombay Stock Exchange Limited from Securities and Exchange Board of India. The Company is engaged in the activity of sub-broking during the year. In the opinion of the Management and based on a legal opinion, the Company is not considered as a Non-Banking Financial Company as per the guidelines issued by Reserve Bank of India.

10 Previous Year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.


Mar 31, 2012

1 Share Capital

Rights, Preferences and Restrictions attached to equity shares:

i) Right to receive dividend as may be approved by the Board/ Annual General Meeting.

ii) The equity shares are not repayable except in the case of a buy back, reduction of capital or winding up in terms of the provisions of the Companies Act, 1956.

iii) Every member of the Company holding equity shares has a right to attend the General Meeting of the company and has a right to speak and on a show of hands, has one vote if he is present and on a poll shall have the right to vote in proportion to his share of the paid-up capital of the company.

1 Contingent liabilities in respect of: ( Rs. In Lacs)

Sr. Particulars As at As at No. 31.03.2012 31.03.2011

i. Counter Guarantee provided by the - 100.00 Company for guarantee given by IndusInd Bank Limited to IndusInd Media and Communications Limited, a subsidiary company.

ii. Corporate Guarantee provided by the 4,500.00 - company for loan taken by IDL Speciality Chemicals Limited, a wholly owned subsidiary of the company.

iii. Corporate Guarantee provided by the 3,000.00 - company for loan taken by IN Entertainment (India) Limited, an associate of the company.

iv. Income Tax matters against which the 17,784.30 16,138.87 Company has fled appeals/ objections. (Refer Note 1 below).

v. Summary Suit has been fled by 867.12 867.12 Nishkalp Investments and Trading Company Limited with regard to the dispute for buyback of shares of Plus Paper Foodpac Limited (PPFL) vide an agreement dated 25th November, 1997. The Management is of the opinion that the Company has a good case and the summary suit is not sustainable.

Notes:

1. Includes an amount of Rs. 16,662.50 (in Lacs) [Previous Year - Rs. 15,390.48 (in Lacs)] being disputed income tax liabilities pertaining to IT/ ITES business, which is reimbursable from Hinduja Global Solutions Limited, pursuant to the Scheme of Arrangement and Reconstruction for demerger of IT/ ITES business sanctioned by High Court of Judicature of Bombay and made effective on 7th March, 2007. In respect of the aforesaid disputed dues, an amount of Rs. 4,397.12 (in Lacs) [Previous Year - Rs. 3,797.12 (in Lacs)] has been deposited by the Company with income tax authorities under protest. The Company has received Rs. 3,750.00 (in Lacs) [Previous Year - Rs. 3,150.00 (in Lacs)] upto 31st March, 2012 from Hinduja Global Solutions Limited to discharge part payment of disputed income tax liabilities pertaining to IT/ ITES business, which is netted from advance tax and tax deducted at source (Net of Provisions).

2. With respect to the above, the Company does not expect any outflow of cash/ resources.

2 Details of Traded Goods under broad heads:

Notes:

1. Figures in brackets represent previous year figures.

2. Sale of Stock/Index Futures includes Rs. 800.00 (in Lacs) representing Mark to Market valuation on open position in Nifty Futures Index as on 31st March, 2012.

3. Sales include amortisation of cost of film rights exploited during the year.

3 Operating Leases

a) Where the Company is a lessee:

The operating lease arrangement relating to office premises extend upto a maximum of five years from the respective date of inception and are renewable on mutual consent. In addition, the Company has entered into cancellable leasing arrangements for office premises and towards which the lease rental of Rs. 90.39 (in Lacs) [Previous Year - Rs. 56.98 (in Lacs)] has been included in ‘Rent’ - Refer Note 24 of the financial statements.

b) Where the Company is a lessor:

The Company has given Optical Fibre Cable under operating lease. These are generally cancellable and are renewable by mutual consent on mutually agreeable terms. The lease income recognised in the Profit and Loss Account under Lease Income - Optical Fibre Cable of Rs. 583.07 (in Lacs) [Previous Year - Rs. 548.72 (in Lacs)] - Refer Note 18 of the financial statements.

4 Inter-Corporate Deposits

Inter Corporate Deposit aggregating Rs. 9,700.00 (in Lacs) [Previous Year - Rs. 8,200.00 (in Lacs)] is secured by way of pledge of equity shares held by a borrower in a company.

5 MAT Credits:

The Company has recognised Minimum Alternate Tax (MAT) credit as per the provisions of section 115JAA of the Income tax act, 1961 in the current year, which can be carried forward for a period of ten years and set-off against the tax payable when the Company will fall under the normal tax rate. The convincing evidence of obtaining tax credit is supported by subsequent performance of the Company and subsisting business, which will ensure availability of sufficient future taxable income against which the above MAT credit will be adjusted.

6 Segment Reporting

Primary Segment

In accordance with Accounting Standard 17 - Segment Reporting, the Management has identified its business segments based on the nature of services, nature of risks and returns as applicable to each segment and the internal financial reporting systems, so far as they relate to the specific groups included in the segments, which are as under:

I. Media and Communications - consists of various media / communication related activities spearheaded by the Corporate Group. This segment also includes all activities relating to increase in shareholders value in subsidiaries belonging to the Company in this sector.

II. Real Estate - The Company has real estate activities in the form of property development. The segment also identifies potential investment opportunities in real estate properties either itself or through participation in the form of shares or securities of real estate companies.

III. Treasury - This segment consists of activities relating to

i. Deployment of surplus funds;

ii. Existing stock in trade/ investments in shares and securities, other than subsidiaries.

Revenue and expenses have been accounted for on the basis of their relationship to the operating activities of the segment. Expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under “Unallocable Expenses”. Assets and Liabilities, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under “Unallocable Assets/ Liabilities”.

Secondary Segment

There is no Reportable Geographical Segment.

7 Related Party Disclosures (as identified by the Management)

I. Individual having control with relatives and associates

Mr. Ashok P. Hinduja, Executive Chairman

II. Subsidiaries

A) Direct Subsidiaries

1. IndusInd Media and Communications Limited

2. Grant Investrade Limited

3. IDL Speciality Chemicals Limited

4. HTMT Telecom Private Limited (upto 31st December, 2010)

B) Indirect Subsidiaries

1. USN Networks Private Limited

2. Gold Star Noida Network Private Limited

3. Seven Star Information Technology Private Limited

4. Bhima Riddhi Infotainment Private Limited

5. United Mysore Network Private Limited

6. Apna Incable Broadband Services Private Limited

7. Sangli Media Services Private Limited

8. Sainath In Entertainment Private Limited

9. Sunny Infotainment Private Limited

10. Goldstar Infotainment Private Limited

11. Ajanta Sky Darshan Private Limited

12. V4U Entertainment Private Limited

13. Darpita Trading Company Private Limited

14. RBL Digital Cable Network Private Limited

15. Vistaar Telecommunication and Infrastructure Private Limited

16. Jagsumi Perspectives Private Limited (effective 1st October, 2011)

III. Associates

1. Planet E-Shop Holdings India Limited

2. IN Entertainment (India) Limited

IV. Key Management Personnel

Mr. Dilip Panjwani, Director and Company Secretary (Whole Time Director effective 10th May, 2011)

V. Enterprises where common control exists

1. Aasia Management and Consultancy Private Limited

2. Hinduja Group India Limited

3. Hinduja Realty Ventures Limited

4. Hinduja Global Solutions Limited

5. APDL Estates Limited

6. Hinduja National Power Corporation Limited

7. Hinduja Energy India Limited

8 Disclosure in accordance with Accounting Standard 15 (Revised 2005) 'Employee Benefts'

The Company has classified various benefits provided to employees as under:

I Defined Contribution Plans

a) Provident Fund

b) State Defined Contribution Plans

i) Employer's Contribution to Employees' State Insurance

ii) Employer's Contribution to Employees' Pension Scheme 1995

9 Loans and Advances in the nature of loans to subsidiaries and associates (pursuant to Clause 32 of the Listing Agreement with Stock Exchanges):

- Loans and Advances, in the nature of Loans to Subsidiaries and Associates as shown above are repayable on demand.

- There are no other loans and advances in the nature of loans where there is no repayment schedule.

- All loans and advances in the nature of loans are given on terms and within the limits specified under Section 372A of the Act.

- Loans and Advances to employees and investment by such employees in the shares of the company, if any are excluded from the above disclosure.

10 As a part of its Real Estate activity the company acquired approximately 47 acres of land in Bangalore from party in terms of an agreement to sell. However in view of the fact that the said party though in receipt of sales consideration has not fulfiled his part of obligation by transferring the title of the said land in the name of the Company. The Company has file a suit in a civil court in Bangalore for specific performance of the Agreement of Sale so as to have proper conveyance to the said property in favour of the Company.

11 The Company had obtained registration as a sub-broker for National Stock Exchange of India Limited and Bombay Stock Exchange Limited from Securities and Exchange Board of India. The Company is engaged in the activity of sub-broking during the year. In the opinion of the Management and based on a legal opinion, the Company is not considered as a Non-Banking Financial Company as per the guidelines issued by Reserve Bank of India.

12 The Revised Schedule VI has become effective from 1st April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.


Mar 31, 2011

1. Capital Commitments and Contingent Liabilities

a) Estimated amount of contracts (net of capital advances) remaining to be executed on capital account and not provided for Rs. Nil [Previous Year Rs. 3,880 (000s)].

b) Contingent liabilities in respect of:

(Rs. 000s)

Sr. Particulars As at As at No. 31.03.2011 31.03.20010

i. Counter Guarantee provided by the Company for guarantee 10,000 10,000

given by IndusInd Bank Limited to IndusInd Media and Communications Limited, a subsidiary company.

ii. Income Tax matters against which the Company has filed 1,613,887 1,379,202 appeals/ objections. (Refer Note 1 below).

iii. Summary Suit has been filed by Nishkalp Investments and 86,712 6,712 Trading Company Limited with regard to the dispute for buyback of shares of Plus Paper Foodpac Limited (PPFL) vide an agreement dated 25th November, 1997. The Management is of the opinion that the Company has a good case and the summary suit is not sustainable.

Notes:

1. Includes an amount of Rs. 1,539,048 (000s) [Previous Year – Rs. 1,220,843 (000s)] being disputed income tax liabilities pertaining to IT/ ITES business, which is reimbursable from Hinduja Global Solutions Limited, pursuant to the Scheme of Arrangement and Reconstruction for demerger of IT/ ITES business sanctioned by High Court of Judicature of Bombay and made effective on 7th March, 2007. In respect of the aforesaid disputed dues, an amount of Rs. 379,712 (000s) [Previous Year – Rs. 194,712 (000s)] has been deposited by the Company with income tax authorities under protest. The Company has received Rs. 315,000 (000s) [Previous Year – Rs. 135,000 (000s)] upto 31st March, 2011 from Hinduja Global Solutions Limited to discharge part payment of disputed income tax liabilities pertaining to IT/ ITES business, which is netted from advance tax and tax deducted at source (Net of Provisions).

2. With respect to the above, the Company does not expect any outfl ow of cash/ resources

5. Segment Reporting

Primary Segment

In accordance with Accounting Standard 17 - Segment Reporting, the Management has identifi ed its business segments based on the nature of services, nature of risks and returns as applicable to each segment and the internal financial reporting systems, so far as they relate to the specific groups included in the segments, which are as under:

I. Media and Communications - consists of various media / communication related activities spearheaded by the Corporate Group. This segment also includes all activities relating to increase in shareholders value in subsidiaries belonging to the Company in this sector.

II. Real Estate – The Company has real estate activities in the form of property development. The segment also identifi es potential investment opportunities in real estate properties either itself or through participation in the form of shares or securities of real estate companies.

III. Treasury – This segment consists of activities relating to i. deployment of surplus funds and

ii. existing stock in trade/ investments in shares and securities, other than subsidiaries.

Revenue and expenses have been accounted for on the basis of their relationship to the operating activities of the segment. Expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocable Expenses". Assets and Liabilities, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocable Assets/ Liabilities".

Secondary Segment

There are no Reportable Geographical Segment

6. Related Party Disclosures (as identifi ed by the Management) I. Individual having control with relatives and associates

Mr. Ashok P. Hinduja, Executive Chairman

II. Subsidiaries

A) Direct Subsidiaries

1. IndusInd Media and Communications Limited

2. Grant Investrade Limited

3. HTMT Telecom Private Limited (upto 31st December, 2010)

4. IDL Speciality Chemicals Limited

B) Indirect Subsidiaries

1. USN Networks Private Limited

2. Gold Star Noida Network Private Limited

3. Seven Star Information Technology Private Limited

4. Bhima Riddhi Infotainment Private Limited

5. United Mysore Network Private Limited

6. Apna Incable Broadband Services Private Limited

7. Sangli Media Services Private Limited

8. Sainath In Entertainment Private Limited (effective 29th May, 2010)

9. Sunny Infotainment Private Limited (effective 26th October, 2010)

10. Goldstar Infotainment Private Limited (effective 18th October, 2010)

11. Ajanta Sky Darshan Private Limited (effective 25th October, 2010)

12. V4U Entertainment Private Limited (effective 29th October, 2010)

13. Darpita Trading Company Private Limited (effective 15th November, 2010)

14. RBL Digital Cable Network Private Limited (effective 29th November, 2010)

15. Vistaar Telecommunication and Infrastructure Private Limited (effective 1st December, 2010)

III. Associates

1. Planet E-Shop Holdings India Limited

2. IN Entertainment (India) Limited

IV. Key Management Personnel

Mr. Dilip Panjwani, Manager and Company Secretary

V. Enterprises where common control exists

1. Aasia Management and Consultancy Private Limited

2. Hinduja Group India Limited

3. Hinduja Realty Ventures Limited

4. Hinduja Global Solutions Limited

5. APDL Estates Limited

7. a) Loans and Advances in the nature of loans to subsidiaries and associates (pursuant to Clause 32 of the Listing Agreement with Stock Exchanges):

- Loans and Advances, in the nature of Loans to Subsidiaries and Associates as shown above are repayable on demand.

- There are no other loans and advances in the nature of loans where there is no repayment schedule.

- All loans and advances in the nature of loans are given on terms within the limits specifi ed under Section 372A of the Act.

- Loans and Advances to employees and investment by such employees in the shares of the company, if any are excluded from the above disclosure.

9. Quantitative Details

b) Refer Annexure C in respect of investments purchased and sold during the year.

10. Operating Leases

a) Where the Company is a lessee:

The operating lease arrangement relating to office premises extend upto a maximum of fi ve years from the respective date of inception and are renewable on mutual consent. In addition, the Company has entered into cancellable leasing arrangements for office premises and towards which the lease rental of Rs. 5,698 (000s) [Previous Year - Rs. 4,384 (000s)] has been included in Rent under Schedule 18 to the Profit and Loss Account.

b) Where the Company is a lessor:

The Company has given Optical Fibre Cable under operating lease. These are generally cancelable and are renewable by mutual consent on mutually agreeable terms. The lease income recognized in the Profit and Loss Account under Lease Income – Optical Fibre Cable of Rs. 54,872 (000s) [Previous Year - Rs. Nil] under Schedule 13 to the Profit and Loss Account.

13. The year-end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are Nil [Previous Year – Nil].

14. The company has not received any intimation from "Suppliers" regarding their status under the "Micro, Small and Medium Enterprise Development Act 2006" and hence disclosures if any, relating to amounts unpaid as at year end together with amount paid / payable as required under the said Act has not been given.

15. As at 31st March, 2011, there are no amounts on account of Unclaimed Dividend, which are Due to the Investors Education Protection Fund (IEPF). During the year, the Company has transferred Rs. 349 (000s) [Previous Year - Rs. 187 (000s)] to the IEPF on account of Unclaimed Dividend outstanding for the period exceeding seven years.

16. Disclosure in accordance with Accounting Standard 15 (Revised 2005) Employee Benefits The Company has classifi ed various benefi ts provided to employees as under:

I Defined Contribution Plans

a) Provident Fund

b) State Defined Contribution Plans

i) Employers Contribution to Employees State Insurance

ii) Employers Contribution to Employees Pension Scheme 1995 During the year, the Company has recognised the following amounts in the Profi t and Loss Account

17. Employee Stock Option Scheme (ESOS)

The exercise price per share is calculated on the basis of closing price at the National Stock Exchange of India Limited immediately preceding the date of grant.

Under the scheme, one-third of the granted options shall vest and become exercisable one year from date of grant; and thereafter the right under the options would be exercisable after the earliest applicable vesting date and prior to the completion of the 48th month from the grant. The balance two third of the options will vest equally on the second and third anniversary of the grant date, respectively.

12,000 Options granted under Grant III have lapsed in earlier years.

The fair value of stock option has been calculated using Black-Scholes Option Pricing Model.

The compensation costs of stock options granted to employees are accounted using the intrinsic value method. Intrinsic value is the amount by which the quoted market price of the underlying share exceeds the exercise price of the option. In view of exercise price being equal to closing market price on the day prior to the date of the grant, the intrinsic value of the option is Rs. Nil. Consequently, the accounting value of the option (compensation cost) is also Rs. Nil.

Had the Company adopted fair value method in respect of options granted, the employee compensation cost would have been lower by Rs. Nil [Previous Year - lower by Rs. 2,448 (000s)], Profit After Tax would have been higher by Rs. Nil [Previous Year - higher by Rs. 2,448 (000s)], and the basic and diluted earning per share would have been higher by Rs. Nil (Previous Year - lower by Rs. 0.12).

18. Scheme of Amalgamation of HTMT Telecom Private Limited with the Company

a) Pursuant to the Scheme of Amalgamation made under section 391 and 394 of the Companies Act 1956, between the Company and HTMT Telecom Private Limited (HTMT Telecom), a wholly owned subsidiary of the Company, as sanctioned by the Honourable High Court of Judicature at Bombay on 15th April, 2011, all the assets and liabilities of HTMT Telecom were transferred to and vested in the Company with effect from 1st January, 2011, the appointed date. Accordingly, the Financial Statements of the Company for the year refl ect the aforesaid Scheme. The said amalgamation has been accounted for under the Pooling of interests method as prescribed by Accounting Standard (AS-14) notifi ed under the Companies Accounting Standard Rules 2006. Accordingly, all the assets, liabilities and other reserves of HTMT Telecom as on the appointed date have been taken over at book values. No adjustment is required to be made for the differences in the accounting policies between the Companies.

The assets and liabilities transferred to the Company pursuant to the Scheme are in the name of HTMT Telecom as on 31st March, 2011 pending completion of the relevant formalities of transfer.

c) No consideration is due for the acquisition of the net assets of HTMT Telecom Private Limited as it is a Wholly Owned subsidiary of the Company. The 10,010,000 Equity shares of Rs. 10 each and 9,90,000 1% Participatory Redeemable Non-Cumulative Preference shares of Rs.10 each at a premium of Rs.990/- each of HTMT Telecom held as investments by the Company have been cancelled, pursuant to the Scheme.

19. The Company had obtained registration as a sub-broker for National Stock Exchange of India Limited and Bombay Stock Exchange Limited from Securities and Exchange Board of India. The Company is engaged in the activity of sub-broking during the year. In the opinion of the Management and based on a legal opinion, the Company is not considered as a Non-Banking Financial Company as per the guidelines issued by Reserve Bank of India.

20. The Company has recognised Minimum Alternate Tax (MAT) credit as per the provisions of section 115JAA of the Income tax Act, 1961 in the current year, which can be carried forward for a period of ten years and can be set-off against the tax payable when the Company will fall under the normal tax rate. The convincing evidence of obtaining tax credit is supported by subsequent performance of the Company and subsisting business, which will ensure availability of sufficient future taxable income against which the above MAT credit will be adjusted.

21. a) Inter Corporate Deposit aggregating Rs. 820,000 (000s) [Previous Year - Rs. 900,000 (000s)] is secured by way of pledge of equity shares held by a borrower in a company.

b) Inter Corporate Deposit aggregating Rs. Nil [Previous Year - Rs. 50,000 (000s)] and accrued interest of Rs. Nil [Previous Year – Rs. 12,541 (000s)] are secured by way of mortgage of borrowers immovable property at Bangalore.

22. Previous Years fi gures have been regrouped/ rearranged, wherever considered necessary to conform to current year fi gures. However the current years fi gures are strictly not comparable due to amalgamation of a subsidiary i.e. HTMT Telecom Private Limited, with the Company.


Mar 31, 2010

1. Capital Commitments and Contingent Liabilities

a) Estimated amount of contracts (net of capital advances aggregating Rs. 7,260 (000’s) [Previous Year Rs. 416 (000’s)] remaining to be executed on capital account and not provided for is Rs. 3,880 (000’s) [Previous Year - Rs. 520 (000’s)].

b) Contingent liabilities in respect of:

(Rs. 000s) Sr. Particulars As at As at No. 31.03.2010 31.03.2009 i. Counter Guarantee provided by the Company for guarantee 10,460 10,000 given by IndusInd Bank Limited to IndusInd Media and Communications Limited, a subsidiary company.

ii. Income Tax matters against which the Company has fled 158,359 166,355 appeals/ objections. (Refer Note 1 below).

iii. Summary Suit has been fled by Nishkalp Investments and 86,712 86,712 Trading Company Limited with regard to the dispute for buyback of shares of Plus Paper Foodpac Limited (PPFL) vide an agreement dated November 25, 1997. The Management is of the opinion that the Company has a good case and the summary suit is not sustainable.

iv. Other Claims against the Company not acknowledged as debts - 158 (to the extent ascertainable).

Notes:

1. Net of amount of Rs. 1,220,843 (000’s) [Previous Year – Rs. 308,164 (000’s)] being disputed income tax liabilities pertaining to IT/ ITES business, which is reimbursable from Hinduja Global Solutions Limited, pursuant to the Scheme of Arrangement and Reconstruction for demerger of IT/ ITES business sanctioned by High Court of Judicature of Bombay and made effective on March 7, 2007. In respect of the aforesaid disputed dues, an amount of Rs. 194,712 (000’s) [Previous Year – Rs. 72,768 (000’s)] has been deposited by the Company with income tax authorities under protest. The Company has received Rs. 135,000 (000’s) [Previous Year – Rs. 50,000 (000’s)] upto March 31, 2010 from Hinduja Global Solutions Limited to discharge part payment of disputed income tax liabilities pertaining to IT/ ITES business, which is netted from advance tax and tax deducted at source (Net of Provisions). Additionally, an objection in respect of income tax matters pertaining to IT/ ITES business has been fled with Dispute Resolution Panel involving an amount of Rs. 183,438 (000’s) [Previous Year – Rs. Nil], which is pending disposal.

2. With respect to the above, the Company does not expect any outfow.

3. Segment Reporting

Primary Segment

In accordance with Accounting Standard 17 - Segment Reporting, the Management has identifed its business segments based on the nature of services, nature of risks and returns as applicable to each segment and the internal fnancial reporting systems, so far as they relate to the specifc groups included in the segments, which are as under:

I. Media and Communications - consists of various media / communication related activities spearheaded by the Corporate Group. This segment also includes all activities relating to increase in shareholders value in subsidiaries belonging to the Company in this sector.

II. Real Estate – The Company has real estate activities in the form of property development. The segment also identifes potential investment opportunities in real estate properties either itself or through participation in the form of shares or securities of real estate companies.

III. Treasury – This segment consists of activities relating to i. deployment of surplus funds and

ii. existing stock in trade/ investments in shares and securities, other than subsidiaries.

Revenue and expenses have been accounted for on the basis of their relationship to the operating activities of the segment. Expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under “Unallocable Expenses”. Assets and Liabilities, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under “Unallocable Assets/ Liabilities”.

Secondary Segment

The Company has identifed its secondary segment as geographical segment, based on the location of the customers. Customers are classifed as either domestic or overseas.

4. related Party Disclosures (as identifed by the Management)

I. Individual having control with relatives and associates

Mr. Ashok P. Hinduja, Executive Chairman

II. Subsidiaries of Hinduja Ventures Limited (includes indirect subsidiaries)

1. IndusInd Media and Communications Limited 2. Grant Investrade Limited 3. HTMT Telecom Private Limited 4. IDL Speciality Chemicals Limited (effective March 29, 2010) 5. USN Networks Private Limited 6. Gold Star Noida Network Private Limited (effective April 1, 2008) 7. Seven Star Information Technology Private Limited (effective April 1, 2008) 8. Bhima Riddhi Infotainment Private Limited (effective April 1, 2008) 9. United Mysore Network Private Limited (effective October 1, 2008) 10. Apna Incable Broadband Services Private Limited (effective January 19, 2009) 11. Sangli Media Services Private Limited (effective July 2, 2009)

III. Associates

1. United Mysore Network Private Limited (upto September 30, 2008) 2. Planet E-Shop Holdings India Limited 3. IN Entertainment (India) Limited (formerly Shop24Seven India Limited)

IV. Joint Venture

1. RMD Baroda Network Private Limited (effective April 1, 2009)

v. Key Management Personnel

Mr. Dilip Panjwani, Manager and Company Secretary

VI. Enterprises where common control exists

1. Aasia Management and Consultancy Private Limited 2. Hinduja Group India Limited 3. Hinduja Realty Ventures Limited 4. Hinduja Global Solutions Limited 5. APDL Estates Limited

5. Operating Leases

The operating lease arrangement relating to offce premises extend upto a maximum of fve years from the respective date of inception and are renewable on mutual consent. In addition, the Company has entered into cancellable leasing arrangements for offce premises and towards which the lease rental of Rs. 4,384 (000’s) [Previous Year - Rs. 4,384 (000’s)] has been included in ‘Rent’ under Schedule ‘S’ to the Proft and Loss Account.

6. There are no delays in payment to Micro and Small Enterprises as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006.

This has been determined to the extent to such parties have been identifed on the basis of information available with the Company. This has been relied upon by the Auditors.

7. As at March 31, 2010, there are no amounts on account of Unclaimed Dividend, which are due to the Investors’ Education Protection Fund (IEPF). During the year, the Company has transferred Rs. 187 (000’s) [Previous Year - Rs. 186 (000’s)] to the IEPF on account of Unclaimed Dividend outstanding for the period exceeding seven years.

8. Disclosure in accordance with Accounting Standard 15 (Revised 2005) ‘Employee Benefts’ The Company has classifed various benefts provided to employees as under:

i Defned Contribution Plans

a) Provident Fund

b) State Defned Contribution Plans

i) Employer’s Contribution to Employees’ State Insurance

ii) Employer’s Contribution to Employees’ Pension Scheme 1995

The exercise price per share is calculated on the basis of closing price at the National Stock Exchange of India Limited immediately preceding the date of grant.

Under the scheme, one-third of the granted options shall vest and become exercisable one year from date of grant; and thereafter the right under the options would be exercisable after the earliest applicable vesting date and prior to the completion of the 48th month from the grant. The balance two third of the options will vest equally on the second and third anniversary of the grant date, respectively.

12,000 Options granted under Grant III have lapsed in earlier years.

The fair value of stock option has been calculated using Black-Scholes Option Pricing Model.

The compensation costs of stock options granted to employees are accounted using the intrinsic value method. Intrinsic value is the amount by which the quoted market price of the underlying share exceeds the exercise price of the option. In view of exercise price being equal to closing market price on the day prior to the date of the grant, the intrinsic value of the option is Rs. Nil. Consequently, the accounting value of the option (compensation cost) is also Rs. Nil.

Had the Company adopted fair value method in respect of options granted, the employee compensation cost would have been lower by Rs. 2,448 (000’s) [Previous Year - higher by Rs. 5,606 (000’s)], Proft After Tax would have been higher by Rs. 2,448 (000’s) [Previous Year - lower by Rs. 5,606 (000’s)], and the basic and diluted earning per share would have been higher by Rs. 0.12 (Previous Year - lower by Rs. 0.27).

9. In the previous year, the Company had obtained registration as a sub-broker for National Stock Exchange of India Limited and Bombay Stock Exchange Limited from Securities and Exchange Board of India. The Company commenced the activity of sub-broking during the year. In the opinion of the Management and based on the legal opinion obtained, the Company is not considered as Non-Banking Financial Company as per guidelines issued by Reserve Bank of India.

10. a) Inter Corporate Deposit aggregating Rs. 900,000 (000’s) [Previous Year - Rs. 910,000 (000’s)] and accrued interest of Rs. Nil [Previous Year – Rs. 25,803 (000’s)] as at March 31, 2010 are secured by way of pledge of equity shares held by a borrower in a company. The original equity share certifcates are deposited with an Escrow Agent, who has the right to facilitate the transfer of pledged shares in favour of the Company in case of a default. The market value of such equity shares determined by an independent valuer during the year aggregates Rs. 2,513,102 (000’s) [Previous Year - Rs.1,560,183 (000’s)].

b) Inter Corporate Deposit aggregating Rs. 50,000 (000’s) [Previous Year - Rs. 230,000 (000’s)] and accrued interest of Rs. 12,541 (000’s) [Previous Year – Rs. 6,736 (000’s)] as at March 31, 2010 are secured by way of mortgage on borrower’s immovable property at Bangalore.

11. Information with regard to other matters specifed in Part II of Schedule VI to the Act are either nil or not applicable to the Company for the year ended March 31, 2010.

12. Previous Year’s fgures have been regrouped/ rearranged, wherever considered necessary.

The Schedules A to U and Annexures A to C referred to above form an integral part of the fnancial statements.

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