Mar 31, 2018
1. CORPORATE INFORMATION
KSS Limited (BSE Scrip Code: 532071; NSE Scrip Code KSERASERA) in a global player within the Indian media and entertainment.
KSS Limited (''K Sera Sera Limited'' or ''the Company'') along with its wholly owned subsidiaries K Sera Sera Miniplex Limited ("KSS Miniplex"), K Sera Sera Digital Cinema Limited ("KSS Digital"), K Sera Sera Box Office Private Limited ("KSS Box Office") Birla Gold and Precious Metals Ltd, Birla Jewels Ltd., and step down subsidiaries Cherish Gold Private Limited , KSS Speed Technology Private Limited, is the most diversified media company. The Company through its subsidiaries and step- down subsidiaries is into the business of Miniplexes, Digital Cinema, Online Trading in Gold & Jewellery, Project Consultancy and General Trading (UAE).
2. BASIS OF PREPARATION
In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (âInd ASâ) notified under The Companies (Indian Accounting Standards) Rules, 2015 and The Companies (Indian Accounting Standards) amendment Rules 2016, as amended with effect from April 1, 2017. The financial statements of the Company have been prepared and presented in accordance with Ind AS. Previous year numbers in the financial statements have been restated to Ind AS. In accordance with Ind AS 101 First-time Adoption of Indian Accounting Standards, the Company has presented a reconciliation from the presentation of financial statements under Accounting Standards notified under The Companies (Accounting Standards) Rules, 2006 (âPrevious GAAPâ) to Ind AS of Shareholdersâ equity as at March 31, 2017 and April 1, 2016 and of the comprehensive net income for the year ended March 31, 2017. (refer note 37 for reconciliations and effects of transition).
These financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value at the end of each reporting period, as explained further in the accounting policies below.
Certain financial assets like investment in equity shares are measured at fair value,
Assets held for sale which form part of disposal group are measured at cost or fair value less cost to sale which ever is lower.
The standalone financial statements are presented in INR (â^â) and all the values are rounded off to the nearest lakhs (INR100,000) except when otherwise indicated.
The Company has only one class of equity shares having per value of Rs 1/- per share. Each holder of equity shares having par value of Rs 1/- per equity share is entitled to one vote per equity share. n the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution wil l be in proportion to the number of equity shares held by the shareholders.
Company issued 2,300 (Two Thousand three Hundred sixty seven) Optionally Convertible Redeemable Bond of Rs 1,00,000/- each. out of them 800 OCRBs converted into 56,48,873 fully paid equity shares alloted in Financial Year 2014-15. And remaining 1500 (One Thousand Five Hundred) Optionally Convertible Redeemable Bond not converted till the reporting date.
Fair value hierarchy
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
(*) The fair value of these investment in equity shares are calculated based on discounted cash flow approach for un-quoted market instruments which are classified as level III fair value hierarchy.
(A) The carrying value of these accounts are considered to be the same as their fair value, due to their short term nature. Accordingly, these are classified as level 3 of fair value hierarchy.
3. Financial risk management
The Company has exposure to following risks arising from financial instruments
- credit risk
- market risk
- liquidity risk
(a) Risk management framework
The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Companyâs activities.
(b) Credit risk
Credit risk is the risk that counter party will not meet its obligations under a financial instruments or customer contract leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) from its financing activities including deposits with banks and investment in quoted and un-quoted equity instruments.
i) Trade and other receivables:
Credit risk is managed by each business unit subject to the Companyâs established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored.
The impairment analysis is performed at each reporting date on an individual basis for major customers. In addition, a large number of minor receivables are grouped into homogeneous groups and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company does not hold collateral as security.
Expected credit loss (ECL) assessment for corporate customers as at 1 April 2016, 31 March 2017 and 31 March 2018
The Company allocates each exposure to a credit risk grade based on a variety of data that is determined to be predictive of the risk of loss (including but not limited to past payment history, security by way of deposits, external ratings, audited financial statements, management accounts and cash flow projections and available press information about customers) and applying experienced credit judgement
ii) Other financial assets and deposits with banks:
Credit risk on cash and cash equivalent is limited as (including bank balances, fixed deposits and margin money with banks) the Company generally transacts with banks with high credit ratings assigned by international and domestic credit rating agencies.
(c) Market Risk Equity price risk
The Company is exposed to equity price risk from investments in equity securities measured at fair value through profit and loss. The Management monitors the proportion of equity securities in its investment portfolio based on market indices and based on company performance for un-quoted equity instruments. Material investments within the portfolio are managed on an individual basis and all buy and sell decisions are approved by the Board of Directors. Further, major investments in un-quoted equity instruments are strategic in nature and hence invested for long-term purpose.
Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Companyâs exposure to the risk of changes in market interest rates relates primarily to its short term borrowings in nature of working capital loans, which carry floating interest rates. Accordingly, the Companyâs risk of changes in interest rates relates primarily to the Companyâs debt obligations with floating interest rates.
(d) Liquidity Risk
Liquidity is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Companyâs approach to managing the liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Companyâs reputation.
The Companyâs principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company believes that the cash and cash equivalents is sufficient to meet its current requirements. Accordingly no liquidity risk is perceived.
4. Capital management
The Companyâs objective is to maintain a strong capital base to ensure sustained growth in business and to maximise the shareholders value. The Capital Management focusses to maintain an optimal structure that balances growth and maximizes shareholder value.
5. First-time adoption of Ind AS
These financial statements, for the year ended March 31, 2018, have been prepared in accordance with Ind AS. For the year ended March 31, 2017, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (âIndian GAAPâ or â Previous GAAPâ).
Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for year ending on March 31, 2018 together with the comparative period data, as described in the summary of significant accounting policies. In preparing these financial statements, the Companyâs opening balance sheet was prepared as at April 1, 2016, the Companyâs date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at April 1, 2016 and the financial statements as at and for the year ended March 31, 2017.
Optional exemptions availed and mandatory exceptions
In preparing these financial statements, the Company has applied the below mentioned optional exemptions and mandatory exceptions.
A. Optional exemptions availed (i) Investment in subsidiary
As per Ind AS 101, a Company may elect to:
As permitted by Ind AS 101, the Company has elected to continue with the carrying values under previous GAAP for investment in subsidiary as deemed cost.
B. Mandatory exceptions
(i) Estimates
As per Ind AS 101, an entityâs estimates in accordance with Ind AS at the date of transition to Ind AS at the end of the comparative period presented in the entityâs first Ind AS financial statements, as the case may be, should be consistent with estimates made for the same date in accordance with the previous GAAP unless there is objective evidence that those estimates were in error. However, the estimates should be adjusted to reflect any differences in accounting policies.
As per Ind AS 101, where application of Ind AS requires an entity to make certain estimates that were not required under previous GAAP, those estimates should be made to reflect conditions that existed at the date of transition (for preparing opening Ind AS balance sheet) or at the end of the comparative period (for presenting comparative information as per Ind AS)
The Companyâs estimates under Ind AS are consistent with the above requirement. Key estimates considered in preparation of the financial statements that were not required under the previous GAAP are listed below:
- Fair valuation of financial instruments carried at FVTPL
- Impairment of financial assets based on the expected credit loss model
(ii) Derecognition of financial assets and liabilities
As per Ind AS 101, an entity should apply the derecognition requirements in Ind AS 109, Financial Instruments, prospectively for transactions occuring on or the after the date of transition to Ind AS. However, an entity may apply the derecognition requirements retrospectively from a date chosen by it if the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognised as a result of past transactions was obtained at the time of initially accounting for those transactions.
(iii) Classification and measurement of financial assets
Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition.
Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable.
Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of the financial assets accounted at amortized cost and fair value through profit and loss have been done retrospectively except where the _same is impracticable._
* The previous GAAP figures have been reclassified to reconfirm to Ind AS presentation requirements for the purpose of this note
E. Reconciliation of Cash flow for the year ended 31 March 2017
There were no reconciliation items between cash flows prepared under Indian GAAP and those prepared under Ind AS.
Note:
1) The Company has considered waiver of customs duty as government grant related to asset acquisition. As per the terms and conditions of the scheme, the grant received is to compensate the import cost of assets subject to an export obligation as prescribed in the EPCG Scheme; recognition of grant in the statement of profit and loss has been linked to fulfilment of associated export obligations. Accordingly, corresponding export obligation created.
2) As per the requirements of Ind AS 109, the Company has measured all equity investments other than subsidiary, associate and joint ventures at fair value thorough profit and loss. As per Indian GAAP, the same was recorded at cost.
3) The Company has provided expected credit loss as per requirements of Ind AS 109.
6. Contingent liabilities
a. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The company does not recognize a contingent liability but discloses its existence in the financial statements.
The Maharashtra Government had issued a notification on August 30, 2005, as per which entities leasing copyrights of cinematographic films are required to pay value added tax (VAT) @ 4% retrospectively wef. May 1, 2000. Subsequently, upon the representation of âThe Cinematograph Exhibitorâs Association of Indiaâ (âThe Associationâ), the levy of the said tax was waived for the period May 1, 2000 to March 31, 2005. The revised notification extending similar relief up to the period commencing from April 1, 2005 is being pursued by the association. The Company, in line with the view taken by the Industry, is of the opinion that VAT is not applicable to the activities carried by the Company and has also taken a legal opinion in this regard. The Company has also not received any demand notice from the VAT authorities. As a matter of prudence, the Company has made ad hoc payments of Rs 15.00 Lacs under protest, and 16.70 lacs against the demand which is disclosed under âLoans and Advancesâ.
Demand of Rs 1035.05 Lacs including the interest and penalty under MVAT. In line with film industry consensus, the Company is of the opinion that there are no grounds for levying VAT Based on legal Opinion obtained; the company is of the view that said demand contesting. Hence, no provision has been considered by the management in these financial statements. Our opinion is not qualified in respect of this matter
Having regard to the above facts, the Company does not expect any liability on this account. In line with film industry consensus, the Company is of the opinion that there are no grounds for levying VAT on film distribution activity and hence no provision is made in the books of accounts for these years. The same is disclosed as contingent liability under Notes to Accounts.
b. The company, having IEC number 0306007649, export rights of several films produced by them and/or for which, the distribution rights were purchased/ acquired by them in the past. By exporting distribution rights of the films in the territories abroad, KSS did import of various capital goods including 400 digital cinematographic projectors under EPCG Scheme - concessional rate of duty 3% with the proper compliances. Under EPCG Scheme company have to export eight times (Approx. 4,500.00 lacs) of duty saved within eight years, but till date company did not export under the said obligation. Company imports various digital cinema equipments under the 9(nine) licenses and duty saved 550.81 Lacs and expiry of said license between September 2018 to August 2019.
Demand of Rs 734.06 Lacs excluding interest and penalty under section 142 of the Custom Act 1962. Custom department freeze/attached the various assets and bank accounts against the said recovery. Based on legal Opinion obtained, the company is of the view that said demand contesting. Hence, no provision has been considered by the management in these financial statements. Our opinion is not qualified in respect of this matter. The security deposit (Custom) Rs 190.10 Lacs shown total cost of the assets and account freeze by the custom department, against the Recovery of Government dues under section 142 of the Custom Act 1962 Rs 734.06 Lacs excluding interest and penalties. Custom department freeze/attached the various assets and bank account of KSS Group against the said recovery.
c. The Company has cases pending at the Securities Exchange Board of India. The departments are yet to pass final order hence the liability for the same is currently unascertainable.
Mar 31, 2016
Birla Jewels Limited (Formerly known as K Bazaar Online Trading Private Limited)
Birla Gold and Precious Metals Ltd
Step down subsidiaries/Limited Liability Partnerships
KSS Speed Technology Private Limited (Formerly known as K Sera Sera Consultancy Private Limited
K Kampus Education Private Limited K Sera Sera Holding PTY Limited
Key Managerial Personnel
Satish Panchariya, Chairman & Director Tanu Singh, Company Secretary
(U) Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The company does not recognize a contingent liability but discloses its existence in the financial statements.
The Company has cases pending at the Central Investigation Unit (Customs) and Securities Exchange Board of India. The departments are yet to pass final order hence the liability for the same is currently unascertainable
* In line with film industry consensus, the Company is of the opinion that there are no grounds for levying VAT on film distribution activity and hence no provision is made in the books of accounts for these years. The same is disclosed as contingent liability under Notes to Accounts.
** The company, having IEC number 0306007649, export rights of several films produced by them and/or for which, the distribution rights were purchased/ acquired by them in the past. By exporting distribution rights of the films in the territories abroad, KSS did import of various capital goods including 400 digital cinematographic projectors under EPCG Scheme - concessional rate of duty 3% with the proper compliances. Under EPCG Scheme company have to export eight times (approx 4500.00 lacs) of duty saved within eight years, but till date company did not export under the said obligation.
(ZA) Balances in respect of certain sundry debtors, sundry creditors and loans and advances are taken as shown by the books of account and are subject to confirmation and consequent adjustments and reconciliation, if any.
(ZB) i. As per Management opinion Current assets, loans and advances have a value on realization which in the ordinary course of the business would not be less than the amount at which they are stated in the balance sheet and the provisions for all known and determined liabilities are adequate and not in excess of the amount reasonably required.
ii. Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
There are no micros, small and medium enterprises, to which the Company owes dues, which are outstanding for more than 45 days as at March 31, 2016. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.
Mar 31, 2015
1. Earnings per share
The basic earnings per equity share are computed by dividing the net
profit attributable to the equity shareholders for the reporting period
by the weighted average number of equity shares outstanding during the
reporting period. The number of shares used in computing diluted
earnings per share comprises the weighted average number of shares
considered for deriving basic earnings per share and also the weighted
average number of equity shares, which may be issued on the conversion
of all dilutive potential shares, unless the results would be anti
dilutive.
2. Leases
The Company has entered into leases for its office premises. These
leases have an average life of between three and five years with no
renewal option included in the contracts. There are no restrictions
placed upon the company by entering into these leases.
3. Related party transaction
As per accounting standard on Related Party Disclosure (AS-18) as
notified by the Companies Accounting Standard Rules, 2006 (as amended),
the names of the related parties of the Company are as follows:
Names of related parties and related party relationship
Related parties where control exists irrespective of whether
transactions have occurred or not:
Subsidiaries
- Sera Sera Box Office Private Limited
- Sera Sera Miniplex Limited
- Sera Sera Digital Cinema Private Limited
- Sera Sera Productions FZE
Step down subsidiaries/Limited Liability Partnerships
- Sera Sera Consultancy Private Limited K Kampus Education Private
Limited K Sera Sera Holding PTY Limited KSS Capital Limited
Key Managerial Personnel
Satish Panchariya, Chairman & Director Shailesh Bapat, Company
Secretary Tanu Singh, Company Secretary
4. Contingent liabilities
A contingent liability is a possible obligation that arises from past
events whose existence will be confirmed by the occurrence or
non-occurrence of one or more uncertain future events beyond the
control of the company or a present obligation that is not recognized
because it is not probable that an outflow of resources will be
required to settle the obligation. A contingent liability also arises
in extremely rare cases where there is a liability that cannot be
recognized because it cannot be measured reliably. The company does not
recognize a contingent liability but discloses its existence in the
financial statements.
The Maharashtra Government had issued a notification on August 30,
2005, as per which entities leasing copyrights of cinematographic films
are required to pay value added tax (VAT) @ 4% retrospectively wef. May
1, 2000. Subsequently, upon the representation of The Cinematograph
Exhibitor's Association of India' (The Association'), the levy of the
said tax was waived for the period May 1, 2000 to March 31, 2005. The
revised notification extending similar relief up to the period
commencing from April 1, 2005 is being pursued by the association. The
Company, in line with the view taken by the Industry, is of the opinion
that VAT is not applicable to the activities carried by the Company and
has also taken a legal opinion in this regard. The Company has also not
received any demand notice from the VAT authorities. As a matter of
prudence, the Company has made ad hoc payments of Rs 1,500,000 under
protest, which is disclosed under 'Loans and Advances'. Having regard
to the above facts, the Company does not expect any liability on this
account.
The Company has cases pending at the Central Investigation Unit
(Customs) and Securities Exchange Board of India. The departments are
yet to passfinal order hence the liability for the same is currently
unascertainable
5. Balances in respect of certain sundry debtors, sundry creditors
and loans and advances are taken as shown by the books of account and
are subject to confirmation and consequent adjustments and
reconciliation, if any.
6. As per Management opinion Current assets, loans and advances have
a value on realization which in the ordinary course of the business
would not be less than the amount at which they are stated in the
balance sheet and the provisions for all known and determined
liabilities are adequate and not in excess of the amount reasonably
required.
7. Details of dues to micro and small enterprises as defined under
the MSMED Act, 2006
There are no micros, small and medium enterprises, to which the Company
owes dues, which are outstanding for more than 45 days as at March 31,
2015. This information as required to be disclosed under the Micro,
Small and Medium Enterprises Development Act, 2006 has been determined
to the extent such parties have been identified on the basis of
information available with the Company.
8. Figures in brackets represent those of the previous year.
9. Figures for the previous year have been regrouped / amended
wherever necessary.
Mar 31, 2014
1 (a) Terms / rights attached to equity shares
The company has only one class of equity shares having par value of Rs.
10 per share. Each holder of equity shares is entitled to one vote per
share. In the event of liquidation of the company, the holders of
equity shares will be entitled to receive remaining assets of the
company, after distribution of all preferential amounts. The
distribution will be in proportion to the number of equity shares held.
(b) Details of shareholders holding more than 5% shares in the company
As per records of the company, including its register of shareholders/
members and other declarations received from shareholders regarding
beneficial interest, the above shareholding represents both legal and
beneficial ownerships of shares.
2 Long Term Borrowings
Company issued 2,367 (Two Thousand three Hundred sixty seven)
Optionally Convertible Redeemable Bond of Rs 1,00,000/- each h to SBI
GLOBAL FACTOR LIMITED ( Formerly known as GLOBAL TRADE FINANCE LIMITED)
as per SEBI (ICDR) Guidelines. Issued on 29th January 2010. against the
settlement of the amount borrowed by the company. As per Supreme Court
Judgment dated 17th February 2014 in case no 24319/2013 that company
have to pay 23.00 crore to SBI GLOBAL FACTOR LIMITED as below mentioned
schedule other charges and interest wave off by the court. Company
already paid Rs 10.00 crore to SBI GLOBAL FACTOR LIMITED on 10th March
2014 and balance Rs 6.00 crore, Rs 2.00 crore and Rs 5.00 Crore on or
before 15th July, 2014, 15th August, 2014 and 15th September 2014
respectively.
3 Long Term Provisions
As per Supreme Court Judgment dated 17th February 2014 in case no
24319/2013 that other charges and interest wave off by the court. other
charges is booked as an income and interest provided in earlier years
Rs 3.7872 crore on Bond Value Rs 23.67 core @ 8% p.a. for 24 months is
reversed during the year as per order.
4 Deferred tax
As per Accounting Standard 22 issued by ICAI Deferred tax assets are
recognized only to the extent there is reasonable certainty that
sufficient future taxable income will be available a gainst which such
deferred tax assets can be realized. Unrecognized deferred tax assets
of earlier years are re-assessed and recognized to the extent that it
has become reasonably certain that future taxable income will be
available against which such deferred tax assets can be realized. The
carrying amount of deferred tax assets are reviewed at each balance
sheet date. The company writes-down the carrying amount of a deferred
tax asset to the extent that it is no longer reasonably certain or
virtually certain, as the case may be, that sufficient future taxable
income will be available against which deferred tax asset can be
realized. Any such write-down is reversed to the extent that it becomes
reasonably certain or virtually certain, as the case may be, that
sufficient future taxable income will be available.
5 Short Term Borrowings
Company has accepted public deposit under Section 58A of the Companies
Act, 1956 and Companies (Acceptance of Deposit) Rules, 1975 with
respect to acceptance of Public Deposit by the Company. Company provide
interest in books of accounts.
6 Other Current Liabilities
Statutory liabilities of Service tax company has applied for Voluntary
Compliance Encouragement Scheme,2014 as per Notification No:
10/2014-Service tax- Tax due Declare Rs 57,49,701/- amount of Rs
28,74,851/- already paid by the company on dated 30st December 2014 and
Rs 28,74,851/-, Remaining payable on or Before 30th June 2014 Rs
28,74,850/-
7 Short Term Provisions
Provision for Expenses includes Rs 2.876 crore as ROC Fees and Stamp
duty payable includes additional fees for increase in authorized
capital from 75 crore to 205 on dated 29th July 2009, and 205 to 220
crore on
8 Non Current Investment
Current investments are carried in the financial statements at cost and
Long-term investments are also carried at cost. However, provision for
diminution in value is not recognize other than temporary in the value
of the investments. On disposal of an investment, the difference
between its carrying amount and net disposal proceeds is charged or
credited to the statement of profit and loss.
9 Other Income
As per Supreme Court Judgment dated 17th February 2014 in case no
24319/2013 that other charges Rs 50.45 lacs and interest wave off by
the court. other charges is booked as an income and interest provided
in earlier years Rs 3.7872 crore on Bond Value Rs 23.67 core @ 8% p.a.
for 24 months is reversed during the year as per order.
10 Cost Of Operations
Sales booked in the year year 2009-10 is now reversed due to non
compliance of agreement terms & Conditions by the buyer, and films
rights and IPR return to company.
11 Financial Cost
As per Supreme Court Judgment dated 17th February 2014 in case no 243
19/20 13 that other charges and interest wave off by the court. other
charges is booked as an income and interest provided in earlier years
Rs 3.7872 crore on Bond Value Rs 23.67 core @ 8% p.a. for 24 months is
reversed during the year as per order.
12. OTHER NOTES
CORPORATE INFORMATIONS
KSS Limited (BSE Scrip Code: 532071; NSE Scrip Code K SERA SERA) in a
global player within the Indian media and entertainment. KSS Limited
(''K Sera Sera Limited'' or ''the Company'') along with its wholly owned
subsidiaries K Sera Sera Miniplex Limited ("KSS Miniplex"), K Sera Sera
Digital Cinema Private Limited ("KSS Digital"), K Sera Sera Box Office
Private Limited ("KSS Box Office") and K Sera Sera FZE ("KSS FZE"), K
Bazaar Online Trading Private Limited ("K Bazaar"), and step down
subsidiaries K Kampus Private Limited ("K Kampus"), K Sera Sera
Consultancy Private Limited ("K Consultancy"), K Sera Sera Australia
Holding (Pty) Limited ("KSS Australia") and KSS Capital Limited ("KSS
Bermuda") is the most diversified media company. The Company is in to
the business of production/distribution of movies and television
serials. The Company through its subsidiaries and step down
subsidiaries is into the business of Miniplexes, Digital Cinema,
Education, Edutainment, Online Trading, Project Consultancy,
International Film Distribution, General Trading (UAE) and investment
in gold mines.
Basis of Preparation
The financial statements of the company have been prepared in
accordance with generally accepted accounting principles in India
(Indian GAAP). The company has prepared these financial statements to
comply in all material respects with the accounting standards notified
under the Companies (Accounting Standards) Rules, 2006, (as amended)
and the relevant provisions of the Companies Act, 1956. The financial
statements have been prepared on an accrual basis and under the
historical cost convention.
The accounting policies adopted in the preparation of financial
statements are consistent with those of previous year, except for the
change in accounting policy explained below.
Earnings per share
The basic earnings per equity share are computed by dividing the net
profit attributable to the equity shareholders for the reporting period
by the weighted average number of equity shares outstanding during the
reporting period.
The number of shares used in computing diluted earnings per share
comprises the weighted average number of shares considered for deriving
basic earnings per share and also the weighted average number of equity
shares, which may be issued on the conversion of all dilutive potential
shares, unless the results would be anti dilutive.
Leases
The Company has entered into leases for its office premises. These
leases have an average life of between three and five years with no
renewal option included in the contracts. There are no restrictions
placed upon the company by entering into these leases.
Related party transaction
As per accounting standard on Related Party Disclosure (AS-18) as
notified by the Companies Accounting Standard Rules, 2006 (as amended),
the names of the related parties of the Company are as follows:
Names of related parties and related party relationship
Related parties where control exists irrespective of whether
transactions have occurred or not:
Subsidiaries
K Sera Sera Box Office Private Limited
K Sera Sera Miniplex Private Limited
K Sera Sera Digital Cinema Private Limited
K Bazaar Online Private Limited
K Sera Sera Productions FZ LLC
K Sera Sera Productions FZE
Step down subsidiaries/Limited Liability Partnerships
K Sera Sera Consultancy Private Limited
K Kampus Education Private Limited
K Sera Sera Holding PTY Limited
KSS Capital Limited
K Kampus Edutrainment Limited Liability Partnership
KSS Capital Limited ("KSS Bermuda")
Key Managerial Personnel
Brigadier Vinod Ahuja, Whole Time Director.
Related parties with whom transactions have been taken place during the
year.
Contingent liabilities
A contingent liability is a possible obligation that arises from past
events whose existence will be confirmed by the occurrence or
non-occurrence of one or more uncertain future events beyond the
control of the company or a present obligation that is not recognized
because it is not probable that an outflow of resources will be
required to settle the obligation. A contingent liability also arises
in extremely rare cases where there is a liability that cannot be
recognized because it cannot be measured reliably. The company does not
recognize a contingent liability but discloses its existence in the
financial statements.
The Maharashtra Government had issued a notification on August 30,
2005, as per which entities leasing copyrights of cinematographic films
are required to pay value added tax (VAT) @ 4% retrospectively wef. May
1, 2000. Subsequently, upon the representation of ''The Cinematograph
Exhibitor''s Association of India'' (''The Association''), the levy of the
said tax was waived for the period May 1, 2000 to March 31, 2005. The
revised notification extending similar relief up to the period
commencing from April 1, 2005 is being pursued by the association. The
Company, in line with the view taken by the Industry, is of the opinion
that VAT is not applicable to the activities carried by the Company and
has also taken a legal opinion in this regard. The Company has also not
received any demand notice from the VAT authorities. As a matter of
prudence, the Company has made ad hoc payments of Rs 1,500,000 under
protest, which is disclosed under ''Loans and Advances''. Having regard
to the above facts, the Company does not expect any liability on this
account.
The Company has cases pending at the Central Investigation Unit
(Customs) and Securities Exchange Board of India. The departments are
yet to pass final order hence the liability for the same is currently
unascertainable
Contingent liabilities not provided for in respect of:
Particulars March 31, 2014 March 31, 2013
Guarantees issued by bank
*In respect of the Company NIL NIL
*In respect of a wholly
owned subsidiary 160.39 160.39
Arrears of cumulative redeemable
preference dividend 0.00 0.00
Claims against Company not
acknowledged as debts
and contested by the company. 417.14 336.14
Total 577.53 554.13
Subsidiary company business
Based on the fundamentals of the subsidiary company business, the
management is of the opinion that it is strategically desirable for KSS
Limited to continue to support the subsidiary through funding
(including equity/debt infusion), through either fresh funds or
conversion of existing loans into equity.
Balances in respect of certain sundry debtors, sundry creditors
and loans and advances are taken as shown by the books of account and
are subject to confirmation and consequent adjustments and
reconciliation, if any.
As per the information and explanation given by the management
that Share application money pending for allotment Rs 1141.58 lacs and
Rs 384.05 lacs. The Board of the company has decided that said amount
is adjusted against the some Loan and Advances and Share application
money not recoverable.
As per Management opinion Current assets, loans and advances have
a value on realization which in the ordinary course of the business
would not be less than the amount at which they are stated in the
balance sheet and the provisions for all known and determined
liabilities are adequate and not in excess of the amount reasonably
required.
Details of dues to micro and small enterprises as defined under
the MSMED Act, 2006
There are no micros, small and medium enterprises, to which the Company
owes dues, which are outstanding for more than 45 days as at March 31,
2014. This information as required to be disclosed under the Micro,
Small and Medium Enterprises Development Act, 2006 has been determined
to the extent such parties have been identified on the basis of
information available with the Company.
Figures in brackets represent those of the previous year.
Figures for the previous year have been regrouped / amended
wherever necessary.
Mar 31, 2013
1. CORPORATE INFORMATIONS
KSS Limited (BSE Scrip Code: 532071; NSE Scrip Code KSERASERA) in a
global player within the Indian media and entertainment.
KSS Limited (ÂK Sera Sera Limited'' or''the Company'') along with
its wholly owned subsidiaries K Sera Sera Maniple Private Limited
("KSS Minplex"), K Sera Sera Digital Cinema Private Limited ("KSS
Digital"), K Sera Sera Box Office Private Limited ("KSS Box
Office") and K Sera Sera FZE ("KSS FZE"), K Bazaar Online Private
Limited ("K Bazaar"), and step down subsidiaries K Kampus Private
Limited ("K Kampus"), K Sera Sera Consultancy Private Limited ("K
Consultancy"), K Sera Sera Australia Holding (Pty) Limited ("KSS
Australia") and KSS Capital Limited ("KSS Bermuda") is the most
diversified media company. The Company is in to the business of
production/distribution of movies and television serials. The Company
through its subsidiaries and step down subsidiaries is into the
business of Miniplexes, Digital Cinema, Education, Edutainment, Online
Trading, Project Consultancy, International Film Distribution, General
Trading (UAE) and investment in gold mines.
2. Basis of Preparation
The financial statements of the company have been prepared in
accordance with generally accepted accounting principles in India
(Indian GAAP). The company has prepared these financial statements to
comply in all material respects with the accounting standards notified
under the Companies (Accounting Standards) Rules, 2006, (as amended)
and the relevant provisions of the Companies Act, 1956. The financial
statements have been prepared on an accrual basis and under the
historical cost convention.
The accounting policies adopted in the preparation of financial
statements are consistent with those of previous year, except for the
change in accounting policy explained below.
3.1 Earnings per share
The basic earnings per equity share are computed by dividing the net
profit attributable to the equity shareholders for the reporting period
by the weighted average number of equity shares outstanding during the
reporting period.
The number of shares used in computing diluted earnings per share
comprises the weighted average number of shares considered for deriving
basic earnings per share and also the weighted average number of equity
shares, which may be issued on the conversion of all dilutive potential
shares, unless the results would be anti dilutive.
3.2 Leases
The Company has entered into leases for its office premises. These
leases have an average life of between three and five years with no
renewal option included in the contracts. There are no restrictions
placed upon the company by entering into these leases.
3.3 Related party transaction
As per accounting standard on Related Party Disclosure (AS-18) as
notified by the Companies Accounting Standard Rules, 2006 (as amended),
the names of the related parties of the Company are as follows:
Names of related parties and related party relationship
Related parties where control exists irrespective of whether
transactions have occurred or not:
Subsidiaries
K Sera Sera Box Office Private Limited K Sera Sera Miniplex Private
Limited K Sera Sera Digital Cinema Private Limited K Bazaar Online
Private Limited K Sera Sera Productions FZ LLC K Sera Sera Productions
FZE
Step down subsidiaries/Limited Liability Partnerships
K Sera Sera Consultancy Private Limited K Kampus Education Private
Limited K Sera Sera Holding PTY Limited KSS Capital Limited
K Kampus Edutrainment Limited Liability Partnership
KSS Capital Limited ("KSS Bermuda")
Key Managerial Personnel
Brigadier Vinod Ahuja, Managing Director. Related parties with whom
transactions have taken place during the year
3.4 Contingent liabilities
A contingent liability is a possible obligation that arises from past
events whose existence will be confirmed by the occurrence or
non-occurrence of one or more uncertain future events beyond the
control of the company or a present obligation that is not recognized
because it is not probable that an outflow of resources will be
required to settle the obligation. A contingent liability also arises
in extremely rare cases where there is a liability that cannot be
recognized because it cannot be measured reliably. The company does not
recognize a contingent liability but discloses its existence in the
financial statements.
The Maharashtra Government had issued a notification on August 30,
2005, as per which entities leasing copyrights of cinematographic films
are required to pay value added tax (VAT) @ 4% retrospectively wef. May
1, 2000. Subsequently, upon the representation of''The Cinematograph
Exhibitor''s Association of India'' (ÂThe Association''), the levy
of the said tax was waived for the period May 1, 2000 to March 31,
2005. The revised notification extending similar relief up to the
period commencing from April 1, 2005 is being pursued by the
association. The Company, in line with the view taken by the Industry,
is of the opinion that VAT is not applicable to the activities carried
by the Company and has also taken a legal opinion in this regard. The
Company has also not received any demand notice from the VAT
authorities. As a matter of prudence, the Company has made ad hoc
payments of Rs 1,500,000 under protest, which is disclosed under
ÂLoans and Advances''. Having regard to the above facts, the Company
does not expect any liability on this account.
The Company has cases pending at the Central Investigation Unit
(Customs) and Securities Exchange Board of India. The departments are
yet to pass final order hence the liability for the same is currently
unascertainable
Based on the fundamentals of the subsidiary company business, the
management is of the opinion that it is strategically desirable for KSS
to continue to support the subsidiary through funding (including
equity/debt infusion), through either fresh funds or conversion of
existing loans into equity.
3.5 Balances in respect of certain sundry debtors, sundry creditors
and loans and advances are taken as shown by the books of account and
are subject to confirmation and consequent adjustments and
reconciliation, if any.
3.6 As per Management opinion Current assets, loans and advances have
a value on realization which in the ordinary course of the business
would not be less than the amount at which they are stated in the
balance sheet and the provisions for all known and determined
liabilities are adequate and not in excess of the amount reasonably
required.
3.7 Details of dues to micro and small enterprises as defined under
the MSMED Act, 2006
There are no micros, small and medium enterprises, to which the Company
owes dues, which are outstanding for more than 45 days as at March 31,
2013. This information as required to be disclosed under the Micro,
Small and Medium Enterprises Development Act, 2006 has been determined
to the extent such parties have been identified on the basis of
information available with the Company.
3.8 Figures in brackets represent those of the previous year.
3.9 Figures for the previous year have been regrouped / amended
wherever necessary.
Mar 31, 2011
1. Background
K Sera Sera Limited (Foremely know as K Sera Sera Productions Limited)
('K Sera Sera' or 'the Company') was incorporated on September 6, 1995.
In the year 2002, the object clause was altered to carry on the
business of entertainment through in-house production of motion
pictures, television serials and distribution of films produced by
third parties.
2. Contingent liabilities not provided for in respect of:
Particulars March 31,2011 March 31,2010
Guarantees issued by bank
- In respect of the Company NIL NIL
- In respect of a wholly owned 16,039,756 16,039,756
subsidiary
Arrears of cumulative redeemable 5,760,792 5,760,792
preference dividend
Claims against Company not 5,49,24,306 112,285,745
acknowledged as debts and
contested by the company.
Total 76,724,854 134,086,293
3. The Maharashtra Government had issued a notification on August
30,2005, as per which entities leasing copyrights of cinematographic
films are required to pay value added tax (VAT) @ 4% retrospectively
wef May 1,2000. Subsequently, upon the representation of The
Cinematograph Exhibitor's Association of India' (The Association'), the
levy of the said tax was waived for the period May 1,2000 to March 31,
2005. The revised notification extending similar relief up to the
period commencing from April 1, 2005 is being pursued by the
association. The Company, in line with the view taken by the Industry,
is of the opinion that VAT is not applicable to the activities carried
by the Company and has also taken a legal opinion in this regard. The
Company has also not received any demand notice from the VAT
authorities. As a matter of prudence, the Company has made ad hoc
payments of Rs. 1,500,000 under protest, which is disclosed under
'Loans and Advances'. Having regard to the above facts, the Company
does not expect any liability on this account.
4. Previous the year the Company has allotted 2367 (Two Thousand Six
Hundred Sixty Seven Only) Optionally Convertible Redeemable Bonds of
the Face Value of Rs. 1,00,000 each (Rupees One Lakh Only) to 'M/s.
Global Trade Finance Limited', for an aggregate sum of Rs. 23,67,00,000
(Rupees Twenty Three Crore Sixty Seven Lac Only) on 29* January, 2010
against their settlement of the amount borrowed by the Company from the
said Financial Institution and still the option is not exercised.
5. Share application money, pending allotment of Rs. 114,158,764
(previous year Rs. 114,158,764) represents money received against offer
for allotment of redeemable cumulative non-convertible preference
shares of Rs.10 each. These are redeemable at par on or before 5
years, at the option of the Company.
6. In Previous Financial Year Company has redeem 5% Redeemable
Cumulative Non- Convertible Preference Shares of Rs.10/- each amounting
to Rs. 3,84,05,240/- (Rupees Three Crores Eighty Four Lacs Five
Thousand Two Hundred Forty Only) along with the right to accrued
interest thereon. However the amount against the said redemption is due
and payable till the conclusion of our audit and disclosed as creditors
under the Current Liabilities in the Balance Sheet.
7. Balances in respect of certain sundry debtors, sundry creditors
and loans and advances are taken as shown by the books of account and
are subject to confirmation and consequent adjustments and
reconciliation, if any.
8. As per Management opinion Current assets, loans and advances have
a value on realization which in the ordinary course of the business
would not be less than the amount at which they are stated in the
balance sheet and the provisions for all known and determined
liabilities are adequate and not in excess of the amount reasonably
required.
9. Related Party Disclosures
Related parties are classified as:
I Wholly Owned Subsidiaries:
1. K Sera Sera Productions FZE
2. K Sera Sera Box Office Private Limited
3. K Sera Sera Digital Cinema Private Limited
4. K Sera Sera Miniplex Private Limited
5. K Sera Sear Consultancy Pvt. Ltd.
6. K Kampus Education Pvt. Ltd.
II Key managerial personnel
1. Mr. Sanjay B. Lai
19. Leases
a. Finance Lease
During the year the company has not acquired any assets on hire
purchase, the fair value of which is Rs. Nil (Previous year Rs. NIL).
Further the company has surrender the Assets to the Banks / Parties,
accordingly the capital value and the corresponding liability has been
reduced to Nil as disclosed under Schedules of Fixed assets / Secured
Loans attached to the Balance Sheet. The details of installments
payable in future are as follows:
b. Operating Lease
The Company's leasing arrangements are in respect of the office
premises. The aggregate lease rentals payable on these leasing
arrangements are charged as rent under 'Administrative and Other
expenses' in Schedule 'Q'.
10. Segment Information
Business segments
Based on similarity of activities / products, risk and reward
structure, organization structure and internal reporting systems, the
Company has structured its operations into the following segments
i. In-house production and distribution of motion pictures
ii. Distribution of motion pictures produced by third parties
iii. Television content production
Segment revenue and expenses include amounts, which can be directly
identified to the segment and are allocable on a reasonable basis.
Segment assets include all operating assets used by the segment and
consist primarily of inventories, debtors and loans and advances.
Segment liabilities include all operating liabilities and consist
primarily of creditors, advances and deposits from customers.
Geographic segment
Operations of the Company do not qualify, for reporting as geographic
segments, under the criteria set out under Accounting Standard 17 on
'Segment reporting' issued by The Institute of Chartered Accountants of
India.
11. Estimated amount of contracts remaining to be executed on capital
account and not provided for (net of advances) Rs. NIL (Previous year
Rs. NIL).
12. Information with regard to other matters specified in Part II of
schedule VI to the Companies Act, 1956 is either nil or not applicable
to the Company for the year.
13. There are no amounts due for transfer to the Investors Education
and Protection Fund as at March 31,2011
14. The Company did not have any transactions with Small Scale
Industrial ('SME's') Undertakings during the year ended March 31, 2011
and hence there are no amounts due to such undertakings. The
identification of SME's undertakings is based on the management's
knowledge of their status.
The Company has not received any information from "suppliers" regarding
their status under the Micro, Small and Medium Enterprises Development
Act, 2006 and hence disclosures, if any, relating to amount unpaid as
at the year end together with interest paid / payable as required under
the said Act have not been furnished.
15. Figures in brackets represent those of the previous year.
16. Figures for the previous year have been regrouped / amended
wherever necessary.
Mar 31, 2010
1. Background
K Sera Sera Productions Limited (K Sera Sera or the Company) was
incorporated on September 6, 1995. In the year 2002, the object clause
was altered to carry on the business of entertainment through in-house
production of motion pictures, television serials and distribution of
films produced by third parties.
2. Contingent liabilities not provided for in respect of:
(Amount in Rupees)
Particulars March 31, 2010 March 31,2009
Guarantees issued by bank NIL NIL
-In respect of the Company
- In respect of a wholly 16,039,756 16,039,756
owned subsidiary
Arrears of cumulative 5,760,792 5,760,792
redeemable preference
dividend
Claims against Company 112,285,745 545,830,000
not acknowledged as debts
and contested by the
company.
Total 134,086,293 567,630,548
3. The Maharashtra Government had issued a notification on August
30,2005, as per which entities leasing copyrights of cinematographic
films are required to pay value added tax (VAT) @ 4% retrospectively
wef May 1,2000. Subsequently, upon the representation of The
Cinematograph Exhibitors Association of India (The Association), the
levy of the said tax was waived for the period May 1,2000 to March
31,2005. The revised notification extending similar relief up to the
period commencing from April 1, 2005 is being pursued by the
association. The Company, in line with the viewtaken by the Industry,
is of the opinion that VAT is not applicable to the activities carried
by the Company and has also taken a legal opinion in this regard. The
Company has also not received any demand notice from the VAT
authorities. As a matter of prudence, the Company has made ad hoc
payments of Rs 1,500,000 under protest, which is disclosed under Loans
and Advances. Having regard to the above facts, the Company does not
expect any liability on this account.
4 During the financial year 2007-08, the Company was subjected to a
search under Section 132 of the Income Tax Act 1961. During the course
of the search, Income tax authorities have taken custody of certain
documents/ records and recorded statements of certain officials of the
Company. Company Appeal against Demand notice under section 156 issued
by the Income Tax Authorities hence tax liability, if any, that may
arise, on this account, which is presently unascertainable, will be
recognized upon conclusion of tax assessments.
5. During the yearthe Company has allotted 2367 (Two Thousand Six
Hundred Sixty Seven Only) Optionally Convertible Redeemable Bonds of
the Face Value of Rs. 1,00,000 each (Rupees One Lakh Only) to M/s.
Global Trade Finance Limited, for an aggregate sum of Rs. 23,67,00,000
(Rupees Twenty Three Crore Sixty Seven Lac Only) on 29th January, 2010
against their part settlement of the amount borrowed by the Company
from the said Financial Institution.
6. Share application money, pending allotment of Rs.114,158,764
(previous year Rs. 114,158,764) represents money received against
offerfor allotment of redeemable cumulative non-convertible preference
shares of Rs.10 each. These are redeemable at par on or before 5
years, at the option of the Company.
7 In Previous Financial Year Company has redeem 38,40,524 (Thirty Eia
company d Five Hundred Twenty FourOnly) The most diversified ible
Preference Shares of Rs.10/- each amounting to Rs. 3,84,05,240/-
(Rupees Three Crores Eighty Four Lacs Five Thousand Two Hundred Forty
Only) along with the right to accrued interest thereon. The said
redemption is made as perthe provisions of the Companies Act, 1956 and
other provisions applicable, However the amount against the said
redemption is due and payable till the conclusion of our audit and
disclosed as creditors under the Current Liabilities in the Balance
Sheet.
8. Balances in respect of certain sundry debtors, sundry creditors
and loans and advances are taken as shown by the books of account and
are subject to confirmation and consequent adjustments and
reconciliation, if any.
9. As per Management opinion Current assets, loans and advances have
a value on realization which in the ordinary course of the business
would not be less than the amount at which they are stated in the
balance sheet and the provisions for all known and determined
liabilities are adequate and not in excess of the amount reasonably
required.
10. Leases
a. Finance Lease
During the year the company has not acquired any assets on hire
purchase, the fair value of which is Rs. Nil (Previous year Rs. NIL).
Further the company has surrender the Assets to the Banks / Parties,
accordingly the capital value and the corresponding liability has been
reduced to Nil as disclosed under Schedules of Fixed assets / Secured
Loans attached to the Balance Sheet. The details of installments
payable in future are as follows:
11. Segment Information
Business segments
Based on similarity of activities / products, risk and reward
structure, organization structure and internal reporting systems, the
Company has structured its operations into the following segments
i. In-house production and distribution of motion pictures ii.
Distribution of motion pictures produced by third parties iii.
Television content production
Segment revenue and expenses include amounts, which can be directly
identified to the segment and are allocable on a reasonable basis.
Segment assets include all operating assets used by the segment and
consist primarily of inventories, debtors and loans and advances.
Segment liabilities include all operating liabilities and consist
primarily of creditors, advances and deposits from customers.
12. Estimated amount of contracts remaining to be executed on capital
account and not provided for (Net of Advances) Rs. NIL (Previous year
Rs. NIL).
13. Information with regard to other matters specified in Part II of
schedule VI to the Companies Act, 1956 is either nil or not applicable
to the Company for the year.
14. There are no amounts due for transferto the Investors Education
and Protection Fund as at March 31,2010
15. The Company did not have any transactions with Small Scale
Industrial (SMEs) Undertakings during the year ended March 31,2010
and hence there are no amounts due to such undertakings. The
identification of SMEs undertakings is based on the managements
knowledge of their status.
The Company has not received any information from "suppliers" regarding
their status under the Micro, Small and Medium Enterprises Development
Act, 2006 and hence disclosures, if any, relating to amount unpaid as
at the year end togetherwith interest paid / payable as required under
the said Act have not been furnished.
16. Figures in brackets represent those of the previous year.
17. Figures forthe previous year have been regrouped / amended wherever
necessary.